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THE LIMITED, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended August 4, 2001

OR

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

For the transition period from to

Commission file number 1-8344

THE LIMITED, INC.

(Exact name of registrant as specified in its charter)

Delaware		31-1029810

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

Three Limited Parkway, P.O. Box 16000, Columbus, Ohio		43216

(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (614) 415-7000

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

Yes x No o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, $.50 Par Value	Outstanding at August 31, 2001

	428,599,158 Shares

THE LIMITED, INC.

TABLE OF CONTENTS

					Page No.


Part I. Financial Information

	Item 1. Financial Statements
		Consolidated Statements of Income
			Thirteen and Twenty-six Weeks Ended
				August 4, 2001 and July 29, 2000	4

		Consolidated Balance Sheets
				August 4, 2001, February 3, 2001 and July 29, 2000	5

		Consolidated Statements of Cash Flows
			Twenty-six Weeks Ended
				August 4, 2001 and July 29, 2000	6

		Notes to Consolidated Financial Statements			7

	Item 2. Management's Discussion and Analysis of
				Results of Operations and Financial Condition	14

	Item 3. Quantitative and Qualitative Disclosures About Market Risk				23

Part II. Other Information

	Item 1. Legal Proceedings				24

	Item 6. Exhibits and Reports on Form 8-K				25

Safe Harbor Statement Under The Private Securities Litigation Act Of 1995

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-Q ("Report") or made by management of the Company involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," and similar expressions may identify forward-looking statements. The following factors, among others, in some cases have affected and in the future could affect the Company's financial performance and actual results and could cause actual results for 2001 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Report or otherwise made by management: changes in consumer spending patterns, consumer preferences and overall economic conditions; the impact of competition and pricing; changes in weather patterns; political stability; postal rate increases and charges; paper and printing costs; risks associated with the seasonality of the retail industry; risks related to consumer acceptance of the Company's products and the ability to develop new merchandise; the ability to retain, hire and train key personnel; risks associated with the possible inability of the Company's manufacturers to deliver products in a timely manner; risks associated with relying on foreign sources of production and availability of suitable store locations on appropriate terms. See the Company's Annual Report on Form 10-K for a more detailed discussion of these matters and other risk factors. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

THE LIMITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Thousands except per share amounts)

(Unaudited)


	Thirteen Weeks Ended						Twenty-six Weeks Ended
	August 4, 2001			July 29, 2000			August 4, 2001			July 29, 2000
Net sales	$	2,192,111		$	2,289,317		$	4,318,956		$	4,414,303
Costs of goods sold, buying and occupancy		(1,500,145	)		(1,546,899	)		(2,956,442	)		(2,973,838	)

Gross income		691,966			742,418			1,362,514			1,440,465
General, administrative and store operating expenses		(614,949	)		(585,344	)		(1,222,741	)		(1,156,342	)

Operating income		77,017			157,074			139,773			284,123
Interest expense		(8,410	)		(12,671	)		(16,696	)		(26,679	)
Other income, net		7,145			11,065			13,051			20,835
Minority interest		(11,304	)		(15,895	)		(16,989	)		(26,756	)
Gains on sale of stock by subsidiary and investee		62,102			—			62,102			—

Income before income taxes		126,550			139,573			181,241			251,523
Provision for income taxes		55,000			62,000			79,000			111,000

Net income	$	71,550		$	77,573		$	102,241		$	140,523

Net income per share:
Basic	$	0.17		$	0.18		$	0.24		$	0.33

Diluted	$	0.16		$	0.17		$	0.23		$	0.31

Dividends per share	$	0.075		$	0.075		$	0.15		$	0.15


The accompanying Notes are an integral part of these Consolidated Financial Statements.

THE LIMITED, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Thousands)

	August 4, 2001			February 3, 2001			July 29, 2000

	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and equivalents	$	327,467		$	563,547		$	321,503
Accounts receivable		79,167			93,745			102,812
Inventories		1,153,581			1,157,140			1,214,807
Other		340,573			253,366			335,120

Total current assets		1,900,788			2,067,798			1,974,242
Property and equipment, net		1,445,791			1,394,619			1,253,698
Deferred income taxes		108,358			132,028			130,689
Other assets		547,002			493,677			498,187

Total assets	$	4,001,939		$	4,088,122		$	3,856,816


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	315,936		$	273,021		$	311,536
Current portion of long-term debt		150,000			—			150,000
Accrued expenses		531,080			581,584			520,017
Income taxes		2,615			145,580			44,642

Total current liabilities		999,631			1,000,185			1,026,195
Long-term debt		250,000			400,000			400,000
Other long-term liabilities		222,843			228,397			229,732
Minority interest		140,702			143,085			101,717
Shareholders' equity:
Common stock		216,096			216,096			215,817
Paid-in capital		62,705			83,503			64,680
Retained earnings		2,203,828			2,167,869			1,947,306

		2,482,629			2,467,468			2,227,803
Less: treasury stock, at average cost		(93,866	)		(151,013	)		(128,631	)

Total shareholders' equity		2,388,763			2,316,455			2,099,172

Total liabilities and shareholders' equity	$	4,001,939		$	4,088,122		$	3,856,816

The accompanying Notes are an integral part of these Consolidated Financial Statements.

THE LIMITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands)

(Unaudited)


		Twenty-six Weeks Ended

		August 4, 2001			July 29, 2000

Operating activities:
	Net income	$	102,241		$	140,523
	Adjustments to reconcile net income to net cash
	provided by (used for) operating activities:
	Gains on sale of stock by subsidiary and investee, net of tax		(37,102	)		—
	Depreciation and amortization		134,116			132,754
	Minority interest, net of dividends paid		6,234			15,126
	Change in assets and liabilities:
	Accounts receivable		14,578			5,982
	Inventories		3,559			(163,894	)
	Accounts payable and accrued expenses		(7,589	)		39,528
	Income taxes		(122,672	)		(153,457	)
	Other assets and liabilities		(78,603	)		(32,144	)

Net cash provided by (used for) operating activities			14,762			(15,582	)

Investing activities:
	Capital expenditures		(209,822	)		(150,255	)
	Net expenditures related to Easton real estate investment		(6,569	)		(9,200	)

Net cash used for investing activities			(216,391	)		(159,455	)

Financing activities:
	Repayment of long-term debt		—			(100,000	)
	Repurchase of common stock, including transaction costs		—			(150,303	)
	Repurchase of Intimate Brands, Inc. common stock		—			(31,391	)
	Dividends paid		(64,444	)		(63,377	)
	Proceeds from exercise of stock options and other		29,993			24,343

Net cash used for financing activities			(34,451	)		(320,728	)

Net decrease in cash and equivalents			(236,080	)		(495,765	)
Cash and equivalents, beginning of year			563,547			817,268

Cash and equivalents, end of period		$	327,467		$	321,503

The accompanying Notes are an integral part of these Consolidated Financial Statements.

THE LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	Basis of Presentation

	The Limited, Inc. (the "Company") sells women's and men's apparel, women's intimate apparel and personal care products under various trade names through its specialty retail stores and direct response (catalog and e-commerce) businesses.

	The consolidated financial statements include the accounts of the Company and its subsidiaries, including Intimate Brands, Inc. ("IBI"), an 84%-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

	Investments in unconsolidated entities over which the Company exercises significant influence but does not have control are accounted for using the equity method. The Company's share of the net income or loss of those unconsolidated entities is included in other income (expense).

	The consolidated financial statements as of and for the thirteen and twenty-six week periods ended August 4, 2001 and July 29, 2000 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's 2000 Annual Report on Form 10-K. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary for a fair statement of the results for the interim periods, but are not necessarily indicative of the results of operations for a full fiscal year.

	The consolidated financial statements as of and for the thirteen and twenty-six week periods ended August 4, 2001 and July 29, 2000 included herein have been reviewed by the independent public accounting firm of PricewaterhouseCoopers LLP and the report of such firm follows the Notes to Consolidated Financial Statements. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for its report on the consolidated financial statements because that report is not a "report" within the meaning of Sections 7 and 11 of that Act.

	Certain prior year amounts have been reclassified to conform to the current year presentation.

2.	Gains on Sale of Stock by Subsidiary and Investee

	During the thirteen week period ended August 4, 2001, the Company recognized $62.1 million of pretax gains as a result of the initial public offerings ("IPO's") of Alliance Data Systems Corp. ("ADS") and Galyan's Trading Company, Inc. ("Galyan's"). ADS is a provider of electronic transaction services, credit services and loyalty and database marketing services. Galyan's is a specialty retailer that sells outdoor and athletic equipment, apparel and footwear and accessories. Prior to the IPO's, the Company's ownership interest in ADS and Galyan's was approximately 31% and 37%, respectively. Subsequent to the IPO's, the Company owns approximately 14.7 million shares of ADS common stock, representing a 20% ownership interest, and 3.9 million shares of Galyan's common stock, representing a 22% ownership interest. Deferred taxes were provided on the gains using the Company's effective tax rate. The investments are accounted for using the equity method.

	The market value of the Company's investments in ADS and Galyan's common stock at August 4, 2001 was $227 million and $47 million, respectively.

3.	Earnings Per Share and Shareholders' Equity

	Earnings per basic share is computed based on the weighted average number of outstanding common shares. Earnings per diluted share includes the weighted average effect of dilutive options and restricted stock on the weighted average shares outstanding. Additionally, earnings per diluted share includes the impact of the dilutive options and restricted stock at IBI, which resulted in a $0.01 reduction to earnings per diluted share for the twenty-six week period ended July 29, 2000, but had no impact to any other reported periods.

	Weighted average common shares outstanding (thousands):

	Thirteen Weeks Ended				Twenty-six Weeks Ended

	August 4,		July 29,		August 4,		July 29,
	2001		2000		2001		2000

Common shares issued	432,191		432,191		432,191		431,338
Treasury shares	(4,604	)	(3,575	)	(5,228	)	(1,788	)

Basic shares	427,587		428,616		426,963		429,550
Dilutive effect of stock options and restricted shares	8,245		17,613		8,788		16,218

Diluted shares	435,832		446,229		435,751		445,768

The quarterly computation of earnings per diluted share excludes options to purchase 7.2 million and 0.1 million shares of common stock at August 4, 2001 and July 29, 2000, and the year-to-date computation of earnings per diluted share excludes options to purchase

	7.3 million and 1.1 million shares, because the options' exercise prices were greater than the average market price of the common shares during the period.

4.	Inventories

	The fiscal year of the Company and its subsidiaries is comprised of two principal selling seasons: spring (the first and second quarters) and fall (the third and fourth quarters). Inventories are principally valued at the lower of average cost or market, on a first-in first-out basis, using the retail method. Inventory valuation at the end of the first and third quarters reflects adjustments for inventory markdowns for the total selling season.

5.	Property and Equipment, Net

	Property and equipment, net, consisted of (thousands):

		August 4,			February 3,			July 29,
		2001			2001			2000

Property and equipment, at cost	$	3,287,885		$	3,145,048		$	2,983,484
Accumulated depreciation and amortization		(1,842,094	)		(1,750,429	)		(1,729,786	)

Property and equipment, net	$	1,445,791		$	1,394,619		$	1,253,698

6.	Income Taxes

	The provision for income taxes is based on the current estimate of the annual effective tax rate. Income taxes paid during the twenty-six weeks ended August 4, 2001 and July 29, 2000 approximated $197.8 million and $264.5 million. Other current assets included net current deferred tax assets of $3.4 million and $40.1 million at August 4, 2001 and July 29, 2000. Income taxes payable included net current deferred tax liabilities of $14.1 million at February 3, 2001.

	The Internal Revenue Service (IRS) has assessed the Company for additional taxes and interest for the years 1992 to 1996 relating to the undistributed earnings of foreign affiliates for which the Company has provided deferred taxes. On September 7, 1999, the United States Tax Court sustained the position of the IRS with respect to the 1992 year. In connection with an appeal of the Tax Court judgment, in 1999 the Company made a $112 million payment of taxes and interest for the years 1992 to 1998 that reduced deferred tax liabilities. Management believes the ultimate resolution of this matter will not have a material adverse effect on the Company's results of operations or financial condition.

7.	Long-Term Debt

	Unsecured long-term debt consisted of (thousands):

		August 4,		February 3,		July 29,
		2001		2001		2000

7 1/2% Debentures due March 2023	$	250,000	$	250,000	$	250,000
7 4/5% Notes due May 2002		150,000		150,000		150,000
9 1/8% Notes due February 2001		—		—		150,000

		400,000		400,000		550,000
Less: current portion of long-term debt		150,000		—		150,000

	$	250,000	$	400,000	$	400,000

	The 7 ½% debentures may be redeemed at the option of the Company, in whole or in part, at any time on or after March 15, 2003, at declining premiums.

	On July 13, 2001, the Company entered into a new $1.25 billion unsecured revolving credit facility (the "Facility"). The Facility is comprised of a $500 million 364-day agreement and a $750 million 5-year agreement. Borrowings outstanding under the Facility, if any, are due July 13, 2002 and July 13, 2006, respectively. The Facility has several borrowing and interest rate options, both fixed and variable rate. Fees payable under the Facility are based on the Company's long-term credit ratings, and currently approximate 0.1% (for the 364-day agreement) and 0.125% (for the 5-year agreement) of the committed amount per year.

	The Facility requires the Company to maintain certain specified fixed charge and debt to capital ratios. The Company was in compliance with these requirements at August 4, 2001.

	The Facility supports the Company's commercial paper and letter of credit programs, which is used from time to time to fund working capital and other general corporate requirements. No commercial paper or amounts under the Facility (or the previous credit facility) were outstanding at August 4, 2001, February 3, 2001 and July 29, 2000.

	The Company has a shelf registration statement, under which up to $250 million of debt securities and warrants to purchase debt securities may be issued.

	Interest paid during the twenty-six weeks ended August 4, 2001 and July 29, 2000 was $17.2 million and $28.4 million, respectively.

8.	Segment Information

	The Company identifies operating segments based on a business's operating characteristics. Reportable segments were determined based on similar economic characteristics, the nature of products and services and the method of distribution. The apparel segment derives its revenues from sales of women's and men's apparel. The Intimate Brands segment derives its revenues from sales of women's intimate and other apparel, and personal care products and accessories. Sales outside the United States were not significant.

	The Company and IBI have entered into intercompany agreements for services that include merchandise purchases, capital expenditures, real estate management and leasing, inbound and outbound transportation and corporate services. These agreements specify that identifiable costs be passed through to IBI and that other service-related costs be allocated based upon various methods. Costs are passed through and allocated to the apparel businesses in a similar manner. Management believes that the methods of allocation are reasonable.

	Segment information as of and for the thirteen and twenty-six weeks ended August 4, 2001 and July 29, 2000 follows (in millions):


2001		Apparel Businesses			Intimate Brands		Other (A)		Reconciling Items			Total

Thirteen weeks:

Net sales	$	1,034		$	1,151	$	7		—		$	2,192
Intersegment sales		150			—		—		($150	)(B)		—
Operating income (loss)		(40	)		118		(1	)	—			77

Twenty-six weeks:

Net sales	$	2,123		$	2,179	$	17		—		$	4,319
Intersegment sales		280			—		—		($280	)(B)		—
Operating income (loss)		(35	)		178		(3	)	—			140

Total assets		1,156			1,459		1,604		(217	)(C)		4,002

(A)

Included in the "Other" category are Henri Bendel, non-core real estate and corporate, including equity investments. None of the businesses included in "Other" are significant operating segments.

(B)

Represents intersegment sales elimination.

(C)

Represents intersegment receivable/payable elimination.

2000	Apparel Businesses		Intimate Brands	Other (A)		Reconciling Items			Total

Thirteen weeks:

Net sales	$1,091		$1,191	$ 7		—			$2,289
Intersegment sales	153		—	—		($153	)	(B)	—
Operating income (loss)	(13	)	171	(1	)	—			157

Twenty-six weeks:

Net sales	$2,161		$2,236	$17		—			$4,414
Intersegment sales	297		—	—		($297	)	(B)	—
Operating income (loss)	—		287	(3	)	—			284

Total assets	1,148		1,391	1,594		(276	)	(C)	3,857

(A) - (C) See description under table on previous page.

Subsequent Event

On August 16, 2001, the Company completed the sale of one of its apparel businesses, Lane Bryant, to Charming Shoppes, Inc. for $280 million of cash and 8.7 million shares of Charming Shoppes common stock valued at $55 million. The consideration received by the Company is subject to adjustment based on Lane Bryant's net tangible assets at closing.

As a result of the transaction, the Company owns approximately 8% of Charming Shoppes outstanding common stock, which it is prohibited from selling for one year.

The Company will continue to provide certain corporate services to Lane Bryant and will be reimbursed for its costs in accordance with a transition services agreement.

Report of Independent Accountants

To the Board of Directors and
Shareholders of
The Limited, Inc.:

We have reviewed the accompanying consolidated balance sheets of The Limited, Inc. and its subsidiaries (the "Company") as of August 4, 2001 and July 29, 2000, and the related consolidated statements of income for each of the thirteen and twenty-six week periods ended August 4, 2001 and July 29, 2000 and the consolidated statements of cash flows for each of the twenty-six week periods ended August 4, 2001 and July 29, 2000. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of February 3, 2001, and the related consolidated statements of income, of shareholders' equity, and of cash flows for the year then ended (not presented herein), and in our report dated February 27, 2001 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of February 3, 2001 is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP
Columbus, OH
August 23, 2001

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net sales for the second quarter of 2001 were $2.192 billion compared to $2.289 billion in 2000, as a 5% decline in comparable store sales was partially offset by sales from new stores. Operating income decreased to $77.0 million from $157.1 million in 2000. Net income decreased to $71.6 million from $77.6 million in 2000, and earnings per share decreased to $0.16 from $0.17 in 2000. Net income in 2001 included after-tax non-operating gains totaling $37.1 million as a result of the initial public offerings of Alliance Data Systems Corp. and Galyan's Trading Company, Inc., companies in which the Company has a noncontrolling ownership interest. Excluding these gains, net income for the second quarter of 2001 was $34.4 million and earnings per share were $0.08.

Net sales for the twenty-six weeks ended August 4, 2001 were $4.319 billion compared to $4.414 billion in 2000. Operating income decreased to $139.8 million from $284.1 million in 2000. Net income decreased 27% to $102.2 million from $140.5 million in 2000, and earnings per share decreased 26% to $0.23 from $0.31 in 2000. Excluding the non-operating gains discussed above, net income and earnings per share for the twenty-six weeks ended August 4, 2001 were $65.1 million and $0.15.

Financial Summary

The following summarized financial and statistical data compares reported results for the thirteen week and twenty-six week periods ended August 4, 2001 to the comparable periods for 2000:


	Second Quarter								Year - to - Date

		2001			2000		Change				2001			2000		Change

Net Sales (millions):

Express	$	321		$	331		(3	%)		$	670		$	671		0	%
Lerner New York		194			212		(8	%)			422			430		(2	%)
Lane Bryant		231			235		(2	%)			468			452		4	%
Limited Stores		131			147		(11	%)			276			302		(9	%)
Structure		114			125		(9	%)			216			236		(8	%)
Other (principally Mast)		43			41		5	%			71			70		1	%

Total apparel businesses	$	1,034		$	1,091		(5	%)		$	2,123		$	2,161		(2	%)

Victoria's Secret Stores	$	563		$	552		2	%		$	1,043		$	1,048		(1	%)
Bath & Body Works		359			350		3	%			679			651		4	%
Victoria's Secret Direct		229			283		(19	%)			455			525		(13	%)
Other (principally Gryphon)		—			6		N/M				2			12		N/M

Total Intimate Brands	$	1,151		$	1,191		(3)	%		$	2,179		$	2,236		(3	%)

Henri Bendel		7			7		0	%			17			17		0	%


Total net sales	$	2,192		$	2,289		(4	%)		$	4,319		$	4,414		(2	%)

Operating Income (millions):

Apparel businesses	$	(40	)	$	(13	)	(208	%)		$	(35	)		—		N/M
Intimate Brands		118			171		(31	%)			178		$	287		(38	%)
Other		(1	)		(1	)	0	%			(3	)		(3	)	0	%

Total operating income	$	77		$	157		(51	%)		$	140		$	284		(51	%)

N/M - Not meaningful


	Second Quarter								Year - to - Date
	2001			2000					2001			2000

Comparable Store Sales:
Express		(4	%)		12	%				(1	%)		14	%
Lerner New York		(8	%)		1	%				(1	%)		(1	%)
Lane Bryant		0	%		3	%				3	%		3	%
Limited Stores		(5	%)		0	%				(3	%)		4	%
Structure		(10	%)		(4	%)				(8	%)		(4	%)

Total apparel businesses		(5	%)		4	%				(1	%)		5	%

Victoria's Secret Stores		(3	%)		12	%				(5	%)		13	%
Bath & Body Works		(9	%)		3	%				(8	%)		5	%

Total Intimate Brands		(5	%)		9	%				(6	%)		10	%

Henri Bendel		(2	%)		(4	%)				(3	%)		3	%

Total comparable store sales increase (decrease)		(5	%)		6	%				(4	%)		7	%


	Second Quarter								Year - to - Date
	2001			2000			Change		2001			2000			Change

Store Data:
Retail sales increase (decrease) attributable to net new (closed) and remodeled stores:
Apparel businesses		0	%		(4	%)				(1	%)		(4	%)
Intimate Brands		7	%		7	%				7	%		7	%

Retail sales per average selling square foot:
Apparel businesses	$	63		$	63		0	%	$	130		$	124		5	%
Intimate Brands	$	123		$	136		(10	%)	$	232		$	258		(10	%)

Retail sales per average store (thousands):
Apparel businesses	$	336		$	370		(1	%)	$	755		$	728		4	%
Intimate Brands	$	372		$	415		(10	%)	$	701		$	788		(11	%)

Average store size at end of quarter (selling square feet):
Apparel businesses		5,791			5,829		(1	%)
Intimate Brands		3,014			3,051		(1	%)

Selling square feet at end of quarter (thousands):
Apparel businesses		15,612			16,509		(5	%)
Intimate Brands		7,599			6,727		13	%


Number of Stores:
		Second Quarter				Year - to - Date

		2001		2000		2001		2000

Apparel and Other Businesses
Beginning of period		2,716		2,849		2,739		2,913
	Opened	4		4		8		6
	Closed	(23	)	(20	)	(50	)	(86	)

End of period		2,697		2,833		2,697		2,833

Intimate Brands
Beginning of period		2,439		2,144		2,390		2,110
	Opened	83		64		134		102
	Closed	(1	)	(3	)	(3	)	(7	)

End of period		2,521		2,205		2,521		2,205


	Number of Stores				Selling Sq. Ft. (thousands)

	August 4,	July 29,			August 4,	July 29,
	2001	2000	Change		2001	2000	Change

Express	661	677	(16	)	4,253	4,348	(95	)
Lerner New York	547	585	(38	)	4,020	4,446	(426	)
Lane Bryant	650	660	(10	)	3,144	3,205	(61	)
Limited Stores	382	422	(40	)	2,358	2,569	(211	)
Structure	456	488	(32	)	1,837	1,941	(104	)

Total apparel businesses	2,696	2,832	(136	)	15,612	16,509	(897	)

Victoria's Secret Stores	982	902	80		4,312	4,008	304
Bath & Body Works	1,539	1,303	236		3,287	2,719	568

Total Intimate Brands	2,521	2,205	316		7,599	6,727	872

Henri Bendel	1	1	—		35	35	—

Total stores and selling square feet	5,218	5,038	180		23,246	23,271	(25	)

Net Sales

Net sales for the second quarter of 2001 were $2.192 billion compared to $2.289 billion for the same period in 2000. A 5% comparable store sales decrease and a 19% decrease in sales at Victoria's Secret Direct were partially offset by an increase in sales from the net addition of 316 stores at Intimate Brands, Inc. ("IBI").

At IBI, net sales for the second quarter of 2001 decreased 3% to $1.151 billion from $1.191 billion in 2000. The net sales decline was primarily due to a 5% comparable store sales decrease and a 19% decrease in sales at Victoria's Secret Direct, partially offset by an increase in sales from the net addition of 316 new stores (872,000 selling square feet). Victoria's Secret Stores' sales increased 2% to $563.0 million due to the net addition of 80 stores (304,000 selling square feet), partially offset by a 3% decrease in comparable store sales. Bath & Body Works' sales increased 3% to $358.9 million, due to the net addition of 236 new stores (568,000 selling square feet), partially offset by a 9% decrease in comparable store sales. Net sales at Victoria's Secret Direct decreased 19% to $229.1 million due to an acceleration of catalogue mailings into the first quarter as compared to last year, as well as unfavorable results in the clothing, sleepwear, shoes and accessory categories, partially offset by an increase in e-commerce sales.

At the apparel businesses, net sales for the second quarter of 2001 decreased 5% to $1.034 billion from $1.091 billion in 2000. The net sales decrease was primarily due to a comparable store sales decrease of 5%.

The 2001 year-to-date net sales were $4.319 billion compared to $4.414 billion in 2000. The sales decrease was due to a comparable store sales decrease of 4%, partially offset by an increase in sales from the net addition of 316 stores at IBI.

Gross Income

For the second quarter of 2001, the gross income rate (expressed as a percentage of net sales) decreased to 31.6% from 32.4% for the same period in 2000. The gross income rate decreased both at IBI and, to a lesser extent, at the apparel businesses.

The decrease in the gross income rate at IBI was principally due to an increase in the buying and occupancy expense rate due to the inability to achieve leverage on store-related costs as comparable store sales decreased 5%. In addition, the buying and occupancy expense rate increase was due to the continuing expansion of Bath & Body Works' stores into non-mall locations, which, although profitable, typically have higher occupancy costs as a percentage of net sales.

At the apparel businesses, the gross income rate decreased slightly, as an improved merchandise margin rate was more than offset by an increase in the buying and occupancy expense rate, due to the inability to achieve leverage as comparable store sales decreased 5%. The merchandise margin rate improved at Lane Bryant, Limited Stores and Structure, but decreased significantly at Express and Lerner New York.

The 2001 year-to-date gross income rate decreased to 31.5% from 32.6% in 2000. The decrease was principally due to the increase in buying and occupancy expense rate due to the inability to

achieve leverage as comparable store sales decreased 4%. The merchandise margin rate was relatively flat compared to 2000.

General, Administrative and Store Operating Expenses

For the second quarter of 2001, the general, administrative and store operating expense rate (expressed as a percentage of net sales) increased to 28.1% from 25.5% last year. The rate increase was primarily due to overall increases in store selling expenses at IBI and the inability to achieve leverage due to the decrease in comparable store sales.

At IBI, general, administrative and store operating expenses increased 8% primarily due to higher store selling expenses resulting from the net addition of 316 new stores. At Victoria's Secret Stores, the general, administrative and store operating expense rate was relatively flat as lower marketing expenses offset the deleveraging impact of a comparable store sales decrease of 3%. At Bath & Body Works, the general, administrative and store operating expense rate increased significantly due to the inability to achieve leverage on a comparable store sales decrease of 9%. Bath & Body Works' general, administrative and store operating expenses increased due to higher store selling expenses resulting from a 21% increase in selling square feet.

The 2001 year-to-date general, administrative and store operating expense rate increased to 28.3% from 26.2% in 2000. The rate increase was primarily due to increases in store selling expenses and the inability to achieve leverage due to the decrease in comparable store sales.

Operating Income

The second quarter operating income rate (expressed as a percentage of net sales) decreased to 3.5% from 6.9% for the same period in 2000. The rate decrease was due to the 0.8% decrease in the gross income rate and the 2.5% increase in the general, administrative and store operating expense rate.

The year-to-date operating income rate was 3.2% in 2001 and 6.4% in 2000. The rate decrease was due to the 1.1% decrease in the gross income rate and the 2.1% increase in the general, administrative and store operating expense rate.

Interest Expense

	Second Quarter						Year - to - Date

		2001			2000			2001			2000

Average borrowings (millions)	$	400.0		$	667.2		$	400.4		$	664.4
Average effective interest rate		7.61	%		7.60	%		7.61	%		8.03	%

The company incurred $8.4 million in interest expense for the second quarter of 2001 compared to $12.7 million for the same period in 2000. Year-to-date interest expense decreased to $16.7 million in 2001 from $26.7 million in 2000. The decreases were primarily the result of decreased borrowing levels.

Other Income, Net

For the second quarter of 2001, other income, net was $7.1 million versus $11.1 million in 2000. Year-to-date other income, net was $13.1 million versus $20.8 million in 2000. The decreases were due to reduced interest income from lower invested cash balances, the result of debt repayments, stock repurchases during fiscal 2000 and capital expenditures.

Gains on Sale of Stock by Subsidiary and Investee

During the thirteen week period ended August 4, 2001, the Company recognized $62.1 million of pretax gains as a result of the initial public offerings ("IPO's") of Alliance Data Systems Corp. ("ADS") and Galyan's Trading Company, Inc. ("Galyan's"). ADS is a provider of electronic transaction services, credit services and loyalty and database marketing services. Galyan's is a specialty retailer that sells outdoor and athletic equipment, apparel and footwear and accessories. Prior to the IPO's, the Company's ownership interest in ADS and Galyan's was approximately 31% and 37%, respectively. Subsequent to the IPO's, the Company owns approximately 14.7 million shares of ADS common stock, representing a 20% ownership interest, and 3.9 million shares of Galyan's common stock, representing a 22% ownership interest. Deferred taxes were provided on the gains using the Company's effective tax rate. The investments are accounted for using the equity method.

FINANCIAL CONDITION

Liquidity and Capital Resources

Cash provided from operating activities and funds available from commercial paper backed by bank credit agreements provide the resources to support current operations, projected growth, seasonal funding requirements and capital expenditures. A summary of the Company's working capital position and capitalization follows (millions):

		August 4, 2001		February 3, 2001		July 29, 2000
Working capital		$	901	$	1,068	$	948

Capitalization:
	Long-term debt	$	250	$	400	$	400
	Shareholders' equity		2,389		2,316		2,099

Total capitalization		$	2,639	$	2,716	$	2,499

Additional amounts available under credit agreements		$	1,250	$	1,000	$	1,000

In addition, the Company may offer up to $250 million of debt securities and warrants to purchase debt securities under its shelf registration statement.

The Company's operations are seasonal in nature. As a result, the Company expects significant changes in certain asset and liability accounts between its fiscal year-end and subsequent interim periods. Consequently, the Company believes that comparing operating cash flow changes from the current interim period to similar changes from the previous year generally provides the best comparison, rather than analyzing the absolute current year activity. For investing and financing activities, the Company believes the absolute measure of current year activity generally provides the best comparison.

Net cash provided by operating activities was $14.8 million for the twenty-six weeks ended August 4, 2001 versus $15.6 million used for operating activities for the same period in 2000. The increase in cash provided by operating activities compared to a year ago was driven by a decrease in the growth of inventories, partially offset by lower net income and changes in other operating assets and liabilities which were primarily driven by the timing of certain payments.

In 2001, major investing activities included $210 million in capital expenditures (see "Capital Expenditures" section on page 22).

Financing activities in 2001 primarily consisted of the quarterly dividend payment of $0.075 per share.

Financing activities in 2000 included the repayment of $100 million Series C floating rate notes and the quarterly dividend payment of $0.075 per share. In addition, the Company repurchased 6.3 million shares of common stock for $150.3 million. Also, in 2000, IBI repurchased 1.4 million shares from its public shareholders for $31.4 million and 7.4 million shares from The Limited, Inc. for $166.5 million, which had no cash flow impact to The Limited, Inc.

Capital Expenditures

Capital expenditures amounted to $210 million for the twenty-six weeks ended August 4, 2001 compared to $150 million for the same period in 2000. The increase in 2001 is primarily related to the timing of capital expenditures associated with new and remodeled stores. The Company accelerated the timing of these projects to complete the stores prior to the key fall selling period. Additionally, the Company made increased investments in information technology.

The Company anticipates spending approximately $450 million for capital expenditures in 2001, of which approximately $320 million will be for new stores and for the remodeling of and improvements to existing stores. Remaining capital expenditures are primarily related to information technology and distribution centers. The Company expects that 2001 capital expenditures will be funded principally by net cash provided by operating activities.

Future Cash Flows

Recently Issued Accounting Pronouncements

EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," will be effective in the first quarter of 2002 and addresses the accounting for, and classification of, various sales incentives. The Company has determined that adopting the provisions of this EITF Issue will not have a material impact on its results of operations or financial position.

On June 29, 2001 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, and also addresses the accounting for goodwill and other intangible assets. SFAS No. 142 addresses the accounting for goodwill and other intangible assets subsequent to their acquisition, and will be effective in the first quarter of 2002. The Company is currently evaluating the impact of adopting SFAS No. 141 and SFAS No. 142.

Impact of Inflation

The Company's results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, the Company believes the effects of inflation, if any, on the results of operations and financial condition have been minor.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk of the Company's financial instruments as of August 4, 2001 has not significantly changed since February 3, 2001. Information regarding the Company's financial instruments and market risk as of February 3, 2001 is disclosed in the Company's 2000 Annual Report on Form 10-K.

PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS

	The Company is a defendant in a variety of lawsuits arising in the ordinary course of business.

	On January 13, 1999, two complaints were filed against the Company, as well as other defendants, including many national retailers. Both complaints relate to labor practices allegedly employed on the island of Saipan, Commonwealth of the Northern Mariana Islands, by apparel manufacturers unrelated to the Company (some of which have sold goods to the Company) and seek injunctions, unspecified monetary damages, and other relief. One complaint, on behalf of a class of unnamed garment workers, was filed in the United States District Court for the Central District of California, Western Division and subsequently transferred to the United States District Court for the Northern Mariana Islands. It alleged violations of federal statutes, the United States Constitution, and international law. On April 12, 1999, a motion to dismiss that complaint for failure to state a claim upon which relief can be granted was filed, and it remains pending. A first amended complaint was filed on April 28, 2000, which added additional defendants but did not otherwise substantively alter either the claims alleged or relief sought. The second complaint, filed by a national labor union and other organizations in the Superior Court of the State of California, San Francisco County, and which alleges unfair business practices under California law, remains pending.

	In May and June 1999, purported shareholders of the Company filed three derivative actions in the Court of Chancery of the State of Delaware, naming as defendants the members of the Company's board of directors and the Company, as nominal defendant. The actions thereafter were consolidated. The operative complaint generally alleged that the rescission of the Contingent Stock Redemption Agreement previously entered into by the Company with Leslie H. Wexner and The Wexner Children's Trust (the "Contingent Stock Redemption Agreement") constituted a waste of corporate assets and a breach of the board members' fiduciary duties, and that the issuer tender offer completed on June 3, 1999 was a "wasteful transaction in its own right." On July 30, 1999, all defendants moved to dismiss the complaint, both on the ground that it failed to allege facts showing that demand on the board to institute such an action would be futile and for failure to state a claim. Plaintiffs did not respond to that motion, but on February 16, 2000, plaintiffs filed a first amended consolidated derivative complaint (the "amended complaint"), which makes allegations similar to the first complaint

	concerning the rescission of the Contingent Stock Redemption Agreement and the 1999 issuer tender offer and adds allegations apparently intended to show that certain directors were not disinterested in those decisions. Defendants moved to dismiss the amended complaint on April 14, 2000. The motion has been fully briefed, oral argument was heard on March 28, 2001 and the motion is now under consideration by the Court.

	Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the foregoing proceedings are not expected to have a material adverse effect on the Company's financial position or results of operations.

Item 6.	EXHIBITS AND REPORTS ON FORM 8-K

(a)		Exhibits.

4.9.		Five-year revolving credit agreement dated as of July 13, 2001 among the Company, The Chase Manhattan Bank and the lenders listed therein.

4.10.		364-day revolving credit agreement dated as of July 13, 2001 among the Company, The Chase Manhattan Bank and the lenders listed therein.

11.		Statement re: Computation of Per Share Earnings.

12.		Statement re: Computation of Ratio of Earnings to Fixed Charges.

15.		Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Incorporation of Report of Independent Accountants.

(b)		Reports on Form 8-K.

		None.

SIGNATURE

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

THE LIMITED, INC. (Registrant)

	By	/s/ V. Ann Hailey
		V. Ann Hailey, Executive Vice President and Chief Financial Officer*

Date: September 17, 2001

*Ms. Hailey is the principal financial officer and has been duly authorized to sign on behalf of the Registrant.



                                                                     EXHIBIT 4.9
                                                                     -----------

                                                                  CONFORMED COPY

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




                                US$750,000,000
                     FIVE-YEAR REVOLVING CREDIT AGREEMENT


                                  dated as of


                                 July 13, 2001


                                     among


                              THE LIMITED, INC.,



                           The Lenders Party Hereto


                                      and


                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent

                          ___________________________

                         J.P. MORGAN SECURITIES INC.,
                                  as Arranger


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


                               TABLE OF CONTENTS



                                                                   Page
                                                                   ----


                             ARTICLE I Definitions
                                       -----------
                                                                
     SECTION 1.01.  Defined Terms..................................   1
     SECTION 1.02.  Classification of Loans and Borrowings.........  19
     SECTION 1.03.  Terms Generally................................  20
     SECTION 1.04.  Accounting Terms; GAAP.........................  20

                            ARTICLE II The Credits
                                       -----------

     SECTION 2.01.  Commitments....................................  21
     SECTION 2.02.  Loans and Borrowings...........................  21
     SECTION 2.03.  Requests for Revolving Borrowings..............  22
     SECTION 2.04.  Competitive Bid Procedure......................  23
     SECTION 2.05.  Letters of Credit..............................  26
     SECTION 2.06.  Funding of Borrowings..........................  32
     SECTION 2.07.  Interest Elections.............................  32
     SECTION 2.08.  Termination and Reduction of Commitments.......  34
     SECTION 2.09.  Repayment of Loans; Evidence of Indebtedness...  35
     SECTION 2.10.  Prepayment of Loans............................  36
     SECTION 2.11.  Fees...........................................  36
     SECTION 2.12.  Interest.......................................  38
     SECTION 2.13.  Alternate Rate of Interest.....................  40
     SECTION 2.14.  Increased Costs................................  41
     SECTION 2.15.  Break Funding Payments.........................  43
     SECTION 2.16.  Taxes..........................................  43
     SECTION 2.17.  Payments Generally; Pro Rata Treatment;
                      Sharing of Set-offs..........................  45
     SECTION 2.18.  Mitigation Obligations; Replacement of
                      Lenders......................................  48

                  ARTICLE III Representations and Warranties
                              ------------------------------

     SECTION 3.01.  Corporate Existence and Power..................  50
     SECTION 3.02.  Corporate and Governmental Authorization;
                      No Contravention.............................  50
     SECTION 3.03.  Binding Effect.................................  50
     SECTION 3.04.  Financial Information..........................  50
     SECTION 3.05.  Litigation and Environmental Matters...........  51
     SECTION 3.06.  Subsidiaries...................................  51
     SECTION 3.07.  Not an Investment Company......................  52



                                                             
     SECTION 3.08.  ERISA..........................................  52
     SECTION 3.09.  Taxes..........................................  52
     SECTION 3.10.  Disclosure.....................................  52

                             ARTICLE IV Conditions
                                        ----------

     SECTION 4.01.  Effective Date.................................  53
     SECTION 4.02.  Each Credit Event..............................  54


                              ARTICLE V Covenants
                                        ---------

     SECTION 5.01.  Information....................................  55
     SECTION 5.02.  Maintenance of Properties......................  57
     SECTION 5.03.  Maintenance of Insurance.......................  57
     SECTION 5.04.  Preservation of Corporate Existence............  58
     SECTION 5.05.  Inspection of Property, Books and Records......  58
     SECTION 5.06.  Fixed Charge Coverage Ratio....................  58
     SECTION 5.07.  Debt to Capital Ratio..........................  58
     SECTION 5.08.  Limitations on Liens...........................  58
     SECTION 5.09.  Compliance with Laws...........................  60
     SECTION 5.10.  Limitations on Subsidiary Indebtedness.........  60
     SECTION 5.11.  Transactions with Affiliates...................  60
     SECTION 5.12.  Consolidations, Mergers and Sales of Assets....  61

                   ARTICLE VI Events of Default and Remedies
                              ------------------------------

     SECTION 6.01.  Events of Default..............................  61
     SECTION 6.02.  Remedies.......................................  66
     SECTION 6.03.  Notice of Default..............................  66

                     ARTICLE VII The Administrative Agent
                                 ------------------------

                          ARTICLE VIII Miscellaneous
                                       -------------

     SECTION 8.01.  Notices........................................  69
     SECTION 8.02.  Waivers; Amendments............................  70
     SECTION 8.03.  Expenses; Indemnity; Damage Waiver.............  71
     SECTION 8.04.  Successors and Assigns.........................  73
     SECTION 8.05.  Survival.......................................  76
     SECTION 8.06.  Counterparts; Integration; Effectiveness.......  76
     SECTION 8.07.  Severability...................................  77
     SECTION 8.08.  Right of Setoff................................  77
     SECTION 8.09.  Governing Law; Jurisdiction; Consent to
                      Service of Process...........................  77
     SECTION 8.10.  WAIVER OF JURY TRIAL...........................  78
     SECTION 8.11.  Headings.......................................  79
     SECTION 8.12.  Confidentiality................................  79
     SECTION 8.13.  Interest Rate Limitation.......................  80
     SECTION 8.14.  Waiver Under Existing Credit Agreement.........  80

     



                                                             
     SECTION 8.15.  Collateral.....................................  80

     


Schedule 2.01 -- Commitments
Schedule 3.05 -- Disclosed Matters
Schedule 5.08 -- Existing Liens

EXHIBITS:
--------

Exhibit A -- Form of Assignment and Acceptance
Exhibit B-1 -- Form of Opinion of Borrower's Counsel
Exhibit B-2 -- Form of Opinion of General Counsel


                                  FIVE-YEAR REVOLVING CREDIT AGREEMENT
                             dated as of July 13, 2001 among THE LIMITED,
                             INC., the LENDERS party hereto and THE CHASE
                             MANHATTAN BANK, as Administrative Agent.

          The parties hereto agree as follows:


                                   ARTICLE I

                                  Definitions
                                  -----------

          SECTION 1.01.  Defined Terms. As used in this Agreement, the following
                         --------------
terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
           ---
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Administrative Agent" means The Chase Manhattan Bank, in its capacity
           --------------------
as administrative agent for the Lenders hereunder.

          "Administrative Questionnaire" means an Administrative Questionnaire
           ----------------------------
in a form supplied by the Administrative Agent.

          "Affiliate" means, with respect to a specified Person, another Person
           ---------
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
           -------------------
the greater of (a) the Prime Rate in effect on such day or (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

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

          "Applicable Rate" means, for any day, with respect to any Eurodollar
           ---------------
Revolving Loan, or with respect to the participation fees and facility fees
payable hereunder, as the case may be, the applicable rate per annum set forth


                                                                               2



below under the caption "Eurodollar Spread", "Participation Fee Rate" or
"Facility Fee Rate", as the case may be, based upon the ratings by Moody's and
S&P, respectively, applicable on such date to the Index Debt:



============================================================================================
                                     Eurodollar        Participation         Facility Fee
                                     ----------        -------------         ------------
    Index Debt Ratings:                Spread            Fee Rate                Rate
--------------------------------------------------------------------------------------------
                                                                    
        Category 1                     0.170%             0.150%                0.080%
        ----------
        **A/A2
--------------------------------------------------------------------------------------------
        Category 2                     0.285%             0.275%                0.090%
        ----------
          A-/A3
--------------------------------------------------------------------------------------------
        Category 3                     0.375%             0.350%                0.125%
        ----------
         BBB+/Baa1
--------------------------------------------------------------------------------------------
        Category 4                     0.475%             0.450%                0.150%
        ----------
         BBB/Baa2
--------------------------------------------------------------------------------------------
        Category 5                     0.675%             0.650%                0.200%
        ----------
        *BBB-/Baa3
============================================================================================


** More than or equal to.
 * Less than or equal to.

          For purposes of the foregoing, (a) if either Moody's or S&P shall not
have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition) the
Applicable Rate shall be determined on the basis of the rating agency that does
then have a rating for the Index Debt in effect, (b) if neither Moody's nor S&P
has in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition) then the
Index Debt shall be deemed to be rated in Category 5, (c) the Index Debt shall
be deemed to be rated in Category 5 at any time that an Event of Default has
occurred and is continuing, (d) if the ratings established or deemed to have
been established by Moody's or S&P for the Index Debt are not in the same
Category, then the Applicable Rate will be determined by reference to the
Category next above that of the lower of the two ratings and (e) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in an Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody's or S&P shall change, or if
either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system, or the
unavailability of ratings from such


                                                                               3

rating agency and, pending the effectiveness of any such amendment, each
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

          "Assignment and Acceptance" means an assignment and acceptance entered
           -------------------------
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 8.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "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.

          "Board" means the Board of Governors of the Federal Reserve System of
           -----
the United States of America.

          "Borrower" means The Limited, Inc., a Delaware corporation.
           --------

          "Borrowing" means (a) Revolving Loans of the same Type made, converted
           ---------
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect or (b) a Competitive Loan or group of
Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect.

          "Borrowing Request" means a request by the Borrower for a Revolving
           -----------------
Borrowing in accordance with Section 2.03.

          "Business Day" means any day that is not a Saturday, Sunday or other
           ------------
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
                  --------
the term "Business Day" shall also exclude any day on which banks are not open
          ------------
for dealings in dollar deposits in the London interbank market.

          "Capital" means, at any time of determination, the sum of Consolidated
           -------
Debt plus Consolidated Tangible Net Worth.

          "Capital Lease Obligations" of any Person means the obligations of
           -------------------------
such Person to pay rent or other amounts


                                                                               4

under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such
Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.

          "Change in Control" means (a) the acquisition of ownership, directly
           -----------------
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) other than
the Permitted Holders of shares representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the Borrower or (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
nominated by the board of directors of the Borrower nor (ii) appointed by
directors so nominated.

          "Change in Law" means (a) the adoption of any law, rule or regulation
           -------------
after (i) with respect to any Revolving Loan or the Commitments, the date of
this Agreement or (ii) with respect to any Competitive Loan, the date of the
related Competitive Bid, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after (i)
with respect to any Revolving Loan or the Commitments, the date of this
Agreement or (ii) with respect to any Competitive Loan, the date of the related
Competitive Bid, or (c) compliance by any Lender or any Issuing Bank (or, for
purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's or such 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 (i) with respect to any Revolving
Loan or the Commitments, the date of this Agreement or (ii) with respect to any
Competitive Loan, the date of the related Competitive Bid.

          "Class", when used in reference to any Loan or Borrowing, refers to
           -----
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.


                                                                               5

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

          "Commitment" means, with respect to each Lender, the commitment of
           ----------
such Lender to make Revolving Loans and to acquire participations in Letters of
Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Revolving Credit Exposure hereunder, as such commitment
may be (a) reduced or increased from time to time pursuant to Section 2.08 and
(b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 8.04. The initial amount of each Lender's Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $750,000,000.

          "Competitive Bid" means an offer by a Lender to make a Competitive
           ---------------
Loan in accordance with Section 2.04.

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
           --------------------
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" means a request by the Borrower for
           -----------------------
Competitive Bids in accordance with Section 2.04.

          "Competitive Loan" means a Loan made pursuant to Section 2.04.
           ----------------

          "Consolidated Debt" means, at any date of determination, the sum,
           -----------------
without duplication, of (a) the total Indebtedness of the Borrower and the
Consolidated Subsidiaries at such date, (b) an amount equal to six times the
fixed minimum store rent commitments (less related sublease income) of the
Borrower and the Consolidated Subsidiaries for the then current Fiscal Year, as
reflected in the footnotes to the most recent audited financial statements of
the Borrower, and (c) an amount equal to six times the fixed minimum store rent
commitments (less related sublease income) for the then current Fiscal Year of
any Person other than the Borrower or a Consolidated Subsidiary to the extent
Guaranteed or assumed by the Borrower or any Consolidated Subsidiary, all
determined on a consolidated basis in accordance with GAAP; provided that, for
the


                                                                               6

purposes of calculating the fixed minimum store rent commitments referred to in
clause (b) or (c) above, if on or prior to the applicable date of determination
an acquisition or disposition outside of the ordinary course of business has
occurred that has the effect of increasing or decreasing any such fixed minimum
store rent commitments, then such fixed minimum store rent commitments shall be
determined on a pro forma basis to give effect to such acquisition or
disposition as if such acquisition or disposition had occurred immediately prior
to the commencement of the then current Fiscal Year.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
           -------------------
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period
and (iv) any extraordinary or nonrecurring charges for such period, and minus
(b) without duplication and to the extent included in determining such
Consolidated Net Income, any extraordinary or nonrecurring gains for such
period, all determined on a consolidated basis in accordance with GAAP.

          "Consolidated EBITDAR" means, for any period, Consolidated EBITDA for
           --------------------
such period plus, without duplication and to the extent deducted in the
determination of such Consolidated EBITDA, consolidated fixed minimum store
rental expense for such period, all determined on a consolidated basis in
accordance with GAAP; provided that, if on or prior to the applicable date of
determination of Consolidated EBITDAR, an acquisition or disposition outside of
the ordinary course of business has occurred that has the effect of increasing
or decreasing Consolidated EBITDAR, then Consolidated EBITDAR shall be
determined on a pro forma basis to give effect to such acquisition or
disposition as if such acquisition or disposition had occurred immediately prior
to the commencement of the period for which Consolidated EBITDAR is to be
determined.

          "Consolidated Fixed Charges" means, for any period, the sum of (a)
           --------------------------
consolidated interest expense, both expensed and capitalized (including the
interest component in respect of Capital Lease Obligations), of the Borrower and
the Consolidated Subsidiaries for such period, plus (b) consolidated fixed
minimum store rental expense of the Borrower and the Consolidated Subsidiaries
for such period,


                                                                               7

all determined on a consolidated basis in accordance with GAAP; provided that,
if on or prior to the applicable date of determination of Consolidated Fixed
Charges, an acquisition or disposition outside of the ordinary course of
business has occurred that has the effect of increasing or decreasing
Consolidated Fixed Charges, then Consolidated Fixed Charges shall be determined
on a pro forma basis to give effect to such acquisition or disposition as if
such acquisition or disposition had occurred immediately prior to the
commencement of the period for which Consolidated Fixed Charges is to be
determined.

          "Consolidated Net Income" means, for any period, the net income or
           -----------------------
loss of the Borrower and the Consolidated Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.

          "Consolidated Subsidiary" means any Subsidiary (other than an
           -----------------------
Unrestricted Subsidiary), the accounts of which are, or are required to be,
consolidated with those of the Borrower in the Borrower's periodic reports filed
under the Securities Exchange Act of 1934.

          "Consolidated Tangible Net Worth" means, at any date of determination
           -------------------------------
(a) the aggregate amount of all common stock, preferred stock (except preferred
stock having sinking fund payments or other similar payments (but not dividends)
which are due prior to the Maturity Date), additional paid-in capital and
retained earnings (or deficit) less (b) the aggregate amount of (i) all
goodwill, licenses, patents, trademarks, copyrights, trade names, service marks,
experimental or organizational expenses and other similar intangibles and
unamortized debt discount and expense to the extent any of the foregoing arise
on or after July 6, 2001 and (ii) all investments, loans and advances by the
Borrower or any Consolidated Subsidiary in or to any Unrestricted Subsidiary,
all determined with respect to the Borrower and its Consolidated Subsidiaries on
a consolidated basis.

          "Control" means, with respect to a specified Person, the possession,
           -------
directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of such Person, whether through the ability to exercise
voting power, by contract or otherwise. "Controlling" and "Controlled" have
                                         -----------       ----------
correlative meanings.


                                                                               8

          "Default" means any event or condition which constitutes an Event of
           -------
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

          "Disclosed Matters" means the actions, suits and proceedings and the
           -----------------
environmental matters disclosed in Schedule 3.05.

          "dollars" or "$" refers to lawful money of the United States of
           -------      -
America.

          "Effective Date" means the date on which the conditions specified in
           --------------
Section 4.01 are satisfied (or waived in accordance with Section 8.02).

          "Environmental Laws" means all applicable laws, rules, regulations,
           ------------------
codes, ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating to
the environment, preservation or reclamation of natural resources or the
management, release or threatened release of any Hazardous Material.

          "Environmental Liability" means any liability, contingent or otherwise
           -----------------------
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Consolidated Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

          "Equity Interests" means shares of capital stock, partnership
           ----------------
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

          "ERISA Affiliate" means any trade or business (whether or not
           ---------------
incorporated) that, together with the


                                                                               9

Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
Code, is treated as a single employer under Section 414 of the Code.

          "Eurodollar", when used in reference to any Loan or Borrowing, refers
           ----------
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the LIBO Rate.

          "Event of Default" has the meaning assigned to such term in Article
           ----------------
VI.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
           --------------
Lender, any Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, (b) income, franchise or similar taxes imposed by the jurisdiction
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending
office is located, or which are imposed by reason of any present or former
connection between such Lender and the jurisdiction imposing such taxes, other
than solely as a result of this Agreement or any Loan or transaction
contemplated thereby, (c) any branch profits taxes imposed by the United States
of America or any similar tax imposed by any other jurisdiction described in
clause (a) or (b) above and (d) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.18(b)), any
withholding tax that (i) is in effect and would apply to amounts payable to such
Foreign Lender under applicable law at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, under
applicable law at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to any
withholding tax pursuant to Section 2.16(a), or (ii) is attributable to such
Foreign Lender's failure to comply with Section 2.16(e).

          "Federal Funds Effective Rate" means, for any day, the weighted
           ----------------------------
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next


                                                                              10

succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

          "Financial Officer" means the chief financial officer, principal
           -----------------
accounting officer, treasurer or controller of the Borrower.

          "Fiscal Year" means the fiscal year of the Borrower which shall
           -----------
commence on the Sunday following the Saturday on or nearest (whether following
or preceding) January 31 of one calendar year and end on the Saturday on or
nearest (whether following or preceding) January 31 of the following calendar
year.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
           ----------
Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
           ---------------
Rate.

          "Foreign Lender" means any Lender that is organized under the laws of
           --------------
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

          "GAAP" means generally accepted accounting principles in the United
           ----
States of America.

          "Governmental Authority" means the government of the United States of
           ----------------------
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

          "Guarantee" of or by any Person (the "guarantor") means any
           ---------                            ---------
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of


                                                                              11


guaranteeing any Indebtedness or other obligation of any other Person (the
"primary obligor") in any manner, whether directly or
 ---------------
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
                            --------
endorsements for collection or deposit in the ordinary course of business.

          "Hazardous Materials"  means all explosive or radioactive substances
           -------------------
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes in
each case which are regulated pursuant to any Environmental Law.

          "Hedging Agreement" means any interest rate protection agreement,
           -----------------
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "Indebtedness" of any Person means, without duplication, (a) all
           ------------
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person in respect of the deferred purchase price of property
(other than inventory) or services (excluding accruals and trade accounts
payable arising in the ordinary course of business), (d) all Indebtedness of
others secured by any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (e) all Guarantees by
such Person of Indebtedness of others, (f) all Capital Lease Obligations of such
Person and (g) all obligations,


                                                                              12

contingent or otherwise, of such Person in respect of bankers' acceptances.

          "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
           -----------------
Taxes.

          "Index Debt" means senior, unsecured, long-term indebtedness for
           ----------
borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

          "Information Memorandum" means the Confidential Information Memorandum
           ----------------------
dated June, 2001 relating to the Borrower and the Transactions.

          "Interest Election Request" means a request by the Borrower to convert
           -------------------------
or continue a Revolving Borrowing in accordance with Section 2.07.

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
           ---------------------
last day of each March, June, September and December, (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period and (c) with respect to any Fixed
Rate Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Fixed Rate Borrowing with an
Interest Period of more than 90 days' duration (unless otherwise specified in
the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

          "Interest Period" means (a) with respect to any Eurodollar Borrowing,
           ---------------
the period commencing on the date of such Borrowing and ending on (i) the date
that is one or two weeks thereafter or (ii) the numerically corresponding day in
the calendar month that is one, two, three or six months thereafter, in each
case as the Borrower may elect and (b) with respect to any Fixed Rate Borrowing,
the period (which shall not be less than seven days or more than


                                                                              13

180 days) commencing on the date of such Borrowing and ending on the date
specified in the applicable Competitive Bid Request; provided, that (i) 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 a Eurodollar Borrowing with an Interest Period of an integral number of
months 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, (ii) any Interest Period pertaining to a Eurodollar Borrowing with
an Interest Period of an integral number of months that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period and
(iii) any Interest Period that would otherwise end after the Maturity Date will
end on the Maturity Date. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and, in the case of a
Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

          "Issuing Bank" means, as applicable, (a) The Chase Manhattan Bank, in
           ------------
its capacity as the issuer of Letters of Credit hereunder, (b) any other Lender
or Affiliate of a Lender designated by the Borrower (with such Lender's consent)
as an Issuing Bank in a written notice to the Administrative Agent and (c) their
respective successors in such capacity as provided in Section 2.05(i).  Any
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of such Issuing Bank, in which case the term "Issuing
Bank" shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate.

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

          "LC Exposure" means, at any time, the sum 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 Lender at any time shall
be its Applicable Percentage of the total LC Exposure at such time.


                                                                              14

          "Lenders" means the Persons listed on Schedule 2.01 and any other
           -------
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

          "Letter of Credit" means any letter of credit issued pursuant to this
           ----------------
Agreement.

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
           ---------
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period.  In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
                                                 ---------
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by 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.

          "Lien" means, with respect to any asset, any mortgage, deed of trust,
           ----
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset.

          "Loans" means the loans made by the Lenders to the Borrower pursuant
           -----
to this Agreement.

          "Margin" means, with respect to any Competitive Loan bearing interest
           ------
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.


                                                                              15

          "Material Adverse Effect" means a material adverse effect on (a) the
           -----------------------
business, financial position or results of operations, of the Borrower and the
Consolidated Subsidiaries, taken as a whole, (b) the ability of the Borrower to
perform any of its obligations under this Agreement or (c) the rights of or
benefits available to the Lenders under this Agreement.

          "Material Indebtedness" means Indebtedness (other than the Loans and
           ---------------------
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and its Consolidated Subsidiaries in an
aggregate principal amount exceeding $75,000,000.  For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Consolidated Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Consolidated Subsidiary would be required to pay if
such Hedging Agreement were terminated at such time.

          "Maturity Date" means July 13, 2006.
           -------------

          "Minority Interest Disposition" means a sale, transfer or other
           -----------------------------
disposition by the Borrower or any of the Subsidiaries (including the issuer
thereof) of up to 20% of the Equity Interests in any Subsidiary of the Borrower.

          "Moody's" means Moody's Investors Service, Inc.
           -------

          "Multiemployer Plan" means a multiemployer plan as defined in Section
           ------------------
4001(a)(3) of ERISA.

          "Other Taxes" means any and all present or future recording, stamp,
           -----------
documentary, excise, property or similar taxes, charges or levies imposed by the
United States of America or any political subdivision thereof arising from any
payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
           ----
defined in ERISA and any successor entity performing similar functions.

          "Permitted Encumbrances" means:
           ----------------------


                                                                              16

          (a) Liens imposed by law for taxes that are not yet due;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
and other like Liens imposed by law, arising in the ordinary course of business
and security obligations that are not overdue by more than 30 days;

          (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

          (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business;

          (e) judgment liens in respect of judgments that do not constitute an
Event of Default under clause (j) of Section 6.01; and

          (f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
--------
securing Indebtedness.

          "Permitted Holders" means Leslie H. Wexner, all descendants of any of
           -----------------
his grandparents, any spouse or former spouse of any of the foregoing, any
descendant of any such spouse or former spouse, the estate of any of the
foregoing, any trust for the benefit, in whole or in part, of one or more of the
foregoing and any corporation, limited liability company, partnership or other
entity Controlled by one or more of the foregoing.

          "Person" means any natural person, corporation, limited liability
           ------
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan"  means any employee pension benefit plan (other than a
           ----
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or


                                                                              17

Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

          "Prime Rate" means the rate of interest per annum publicly announced
           ----------
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

          "Register" has the meaning set forth in Section 8.04.
           --------

          "Related Parties" means, with respect to any specified Person, such
           ---------------
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

          "Required Lenders" means, at any time, Lenders having Revolving Credit
           ----------------
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
                                                                      --------
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VI, and for all purposes after the Loans become due and payable pursuant
to Article VI or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders.

          "Revolving Credit Exposure" means, with respect to any Lender at any
           -------------------------
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure at such time.

          "Revolving Loan" means a Loan made pursuant to Section 2.03.
           --------------

          "S&P" means Standard & Poor's Ratings Services.
           ---

          "Statutory Reserve Percentage" means for any day the percentage
           ----------------------------
(expressed as a decimal) that is in effect on such day, as prescribed by the
Board, for determining the maximum reserve requirement for a member bank of the
Federal Reserve System for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board).  Such reserve
percentage shall include those imposed pursuant to such Regulation D.  The
Statutory Reserve


                                                                              18

Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

          "subsidiary" means, with respect to any Person (the "parent") at any
           ----------                                          ------
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Borrower.
           ----------

          "Taxes" means any and all present or future taxes, levies, imposts,
           -----
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "364-Day Credit Agreement" means the 364-day Revolving Credit
           ------------------------
Agreement dated as of July 13, 2001 among the Borrower, the lenders, party
thereto and the Chase Manhattan Bank, as "Administrative Agent" under and as
defined in the 364-Day Credit Agreement.

          "Transactions" means the execution, delivery and performance by the
           ------------
Borrower of this Agreement, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.

          "Type", when used in reference to any Loan or Borrowing, refers to
           ----
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate
or a Fixed Rate.

          "Unfunded Liabilities" means, with respect to any Plan at any time,
           --------------------
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent


                                                                              19

valuation date for such Plan, but only (i) to the extent that such excess
represents a potential liability of the Borrower or any ERISA Affiliate to the
PBGC or any other Person under Title IV of ERISA or (ii) with respect to a Plan
which is a Multiemployer Plan as described in Section 4001(a)(3) of ERISA, to
the extent of the Unfunded Liabilities of such Plan allocable to the Borrower or
any ERISA Affiliate under Section 4212 of ERISA.

          "Unrestricted Subsidiary" means any Subsidiary designated as an
           -----------------------
Unrestricted Subsidiary in a written notice sent at any time after the date of
this Agreement by the Borrower to the Administrative Agent which is engaged (a)
primarily in the business of making or discounting loans, making advances,
extending credit or providing financial accommodation to, or purchasing the
obligations of, others; (b) primarily in the business of insuring property
against loss and subject to regulation as an insurance company by any
Governmental Authority; (c) exclusively in the business of owning or leasing,
and operating, aircraft and/or trucks; (d) primarily in the ownership,
management, leasing or operation of real estate, other than parcels of real
estate with respect to which 51% or more of the rentable space is used by the
Borrower or a Consolidated Subsidiary in the normal course of business; or (e)
primarily as a carrier transporting goods in both intrastate and interstate
commerce, provided that (i) the Borrower may by notice to the Administrative
          --------
Agent change the designation of any Subsidiary described in subparagraphs (a)
through (e) above, but may do so only once during the term of this Agreement,
(ii) the designation of a Subsidiary as an Unrestricted Subsidiary more than 30
days after the creation or acquisition of such Subsidiary where such Subsidiary
was not specifically so designated within such 30 days shall be deemed to be the
only permitted change in designation and (iii) immediately after the Borrower
designates any Subsidiary whether now owned or hereafter acquired or created as
an Unrestricted Subsidiary or changes the designation of a Subsidiary from an
Unrestricted Subsidiary to a Consolidated Subsidiary, the Borrower and all
Consolidated Subsidiaries would be in compliance with all of the provisions of
this Agreement.

          "Value" means, when used in Section 6.01(e) with respect to
           -----
investments in and advances to a Consolidated Subsidiary, the book value thereof
immediately before the relevant event or events referred to in Section 6.01(e)
occurred with respect to such Consolidated Subsidiary.


                                                                              20

          "Withdrawal Liability" means 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.

          SECTION 1.02.  Classification of Loans and Borrowings.  For purposes
                         ---------------------------------------
of this Agreement, Loans may be classified and referred to by Class (e.g., a
                                                                     ----
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
                              ----
(e.g., a "Eurodollar Revolving Loan").  Borrowings also may be classified and
-----
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
                      ----                                       ----
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
                                              ----
Borrowing").

          SECTION 1.03.  Terms Generally.  The definitions of terms herein shall
                         ----------------
apply equally to 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"
shall be deemed to be followed by the phrase "without limitation".  The word
"will" shall be construed to have the same meaning and effect as the word
"shall".  Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

          SECTION 1.04.  Accounting Terms; GAAP.  Except as otherwise expressly
                         -----------------------
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time;


                                                                              21



provided that, if the Borrower notifies the Administrative Agent that the
--------
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.


                                  ARTICLE II

                                  The Credits
                                  -----------

          SECTION 2.01.  Commitments.  Subject to the terms and conditions set
                         ------------
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in an aggregate principal amount
that (after giving effect to the making of such Revolving Loans and any
concurrent repayment of Loans) will not result in (a) such Lender's Revolving
Credit Exposure exceeding such Lender's Commitment or (b) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the total Commitments.  Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans.

          SECTION 2.02.  Loans and Borrowings.  (a)  Each Revolving Loan shall
                         ---------------------
be made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments.  Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04.  The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
                                                       --------
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

          (b)  Subject to Section 2.13, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or


                                                                              22

Eurodollar Loans as the Borrower may request in accordance herewith, and (ii)
each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or
Fixed Rate Loans as the Borrower may request in accordance herewith. Each Lender
at its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender 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.

          (c)  At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $20,000,000.  At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $20,000,000;

provided that an ABR Revolving Borrowing may be in an aggregate amount that is
--------
equal to the entire unused balance of the total Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e).  Each Competitive Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $20,000,000.  Borrowings of
more than one Type and Class may be outstanding at the same time; provided that
                                                                  --------
there shall not at any time be more than a total of 12 Eurodollar Revolving
Borrowings outstanding.

          SECTION 2.03.  Requests for Revolving Borrowings.   To request a
                         ----------------------------------
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the date of the proposed Borrowing.  Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower.  Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

          (i) the aggregate amount of the requested Borrowing;


                                                                              23

          (ii)  the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (iv)  in the case of a Eurodollar Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period"; and

          (v)   the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.06.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration.  Promptly following receipt of a  Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

          SECTION 2.04.  Competitive Bid Procedure.  (a)  Subject to the terms
                         --------------------------
and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided
                                                                     --------
that the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans at any time (after giving
effect to the borrowing of such Competitive Loans and any concurrent repayment
of Loans) shall not exceed the total Commitments.  To request Competitive Bids,
the Borrower shall notify the Administrative Agent of such request by telephone,
(a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, four Business Days before the date of the proposed Borrowing and (b)
in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City
time, one Business Day before the date of the proposed Borrowing; provided that
                                                                  --------
the Borrower may submit up to (but not more than) five Competitive Bid Requests
on the same day, but a Competitive Bid Request shall not be made within three
Business Days after the date of any previous Competitive Bid Request,


                                                                              24

unless any and all such previous Competitive Bid Requests shall have been
withdrawn or all Competitive Bids received in response thereto rejected. Each
such telephonic Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Competitive Bid
Request in a form approved by the Administrative Agent and signed by the
Borrower. Each such telephonic and written Competitive Bid Request shall specify
the following information in compliance with Section 2.02:

          (i)   the aggregate amount of the requested Borrowing;

          (ii)  the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be a Eurodollar Borrowing or a
     Fixed Rate Borrowing;

          (iv)  the Interest Period to be applicable to such Borrowing, which
     shall be a period contemplated by the definition of the term "Interest
     Period"; and

          (v)   the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.06.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

          (b)   Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the Borrower in response to a Competitive Bid
Request.  Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, (x) in the case of a Eurodollar Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before the proposed date of
such Competitive Borrowing and (y) in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing.  Competitive Bids that do not conform substantially to
the form approved by the Administrative Agent may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the applicable
Lender as promptly as practicable.  Each Competitive Bid shall specify (i) the


                                                                              25

principal amount (which shall be a minimum 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 Lender is willing to make, (ii) the Competitive Bid Rate or Rates
at which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

          (c)  The Administrative Agent shall promptly notify the Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid  and the identity of the Lender that shall have made such
Competitive Bid.

          (d)  Subject only to the provisions of this paragraph, the Borrower
may accept or reject any Competitive Bid.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (x) in the case of a Eurodollar Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing and (y) in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided that (i) the failure of the
                                            --------
Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if the Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by the Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, the
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further that if a Competitive Loan must be in an amount less than
----------------
$5,000,000 because of the


                                                                              26

provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the
Borrower. A notice given by the Borrower pursuant to this paragraph shall be
irrevocable.

          (e)  The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

          (f)  If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the Borrower at least one quarter of an hour earlier than the time by which
the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

          SECTION 2.05.  Letters of Credit.  (a) General.  Subject to the terms
                         ------------------      --------
and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit, in a form reasonably acceptable to the Administrative Agent
and any Issuing Bank, at any time and from time to time during the Availability
Period.  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, any Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.  The parties hereto acknowledge
and agree that (i) Letters of Credit may be issued to support obligations of
Subsidiaries of the Borrower as well as the Borrower, (ii) Letters of Credit
issued to support obligations of a Subsidiary may state that they are issued for
such Subsidiary's account and (iii) regardless of any such statement in any
Letter of Credit, the Borrower is the "account party" in respect of all Letters
of Credit and will be responsible for reimbursement of LC Disbursements as
provided herein.


                                                                              27

          (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 transmit by electronic communication, if
arrangements for doing so have been approved by the relevant Issuing Bank) to
the relevant 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
relevant Issuing Bank, the Borrower also shall submit a letter of credit
application on such 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 $500,000,000 and (ii) the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans shall not exceed the total Commitments.

          (c)  Expiration Date.  Each Letter of Credit shall expire at or prior
               ----------------
to the close of business 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.

          (d)  Participations.  By the issuance of a Letter of Credit (or an
               ---------------
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the relevant Issuing Bank or the Lenders, such
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Applicable Percentage of the aggregate amount available to be drawn


                                                                              28

under such Letter of Credit.  In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to
the Administrative Agent, for the account of such Issuing Bank, such Lender's
Applicable Percentage of each LC Disbursement made by such 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 to the Borrower
for any reason.  Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

          (e)  Reimbursement.  If any 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 such LC
Disbursement not later than 12:00 noon, New York City time, on the next Business
Day after 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 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 Revolving Borrowing in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing.  If the Borrower fails to
make such payment when due, the Administrative Agent shall notify each Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof.  Promptly
following receipt of such notice, each Lender shall pay to the Administrative
Agent


                                                                              29

its Applicable Percentage of the payment then due from the Borrower, in the same
manner as provided in Section 2.06 with respect to Loans made by such Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
                               ------- --------
the Lenders), and the Administrative Agent shall promptly pay such Issuing Bank
the amounts so received by it from the Lenders. 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 such
Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse such Issuing Bank for any LC Disbursement (other
than the funding of ABR Revolving Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.


                                                                              30

          (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 any other term or provision in this Agreement, (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 any 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 Lenders nor any Issuing Bank, nor any of
their Related Parties, 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 (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 any
Issuing Bank; provided that the foregoing shall not be construed to excuse any
              --------
Issuing Bank 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 such 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 or such Issuing Bank's failure to make an
LC Disbursement under a Letter of Credit upon presentation to it of documents
strictly complying with such Letter of Credit.  The parties hereto expressly
agree that, in the absence of gross negligence or wilful misconduct on the part
of any Issuing Bank (as finally determined by a court of competent
jurisdiction), such Issuing Bank shall be deemed to have exercised care in each
such determination.  In


                                                                              31



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, such
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.  Any Issuing Bank shall, promptly
               ------------------------
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit.  Such Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether such 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 such Issuing Bank and the Lenders with respect to any such LC
Disbursement.

          (h)  Interim Interest.  If any Issuing Bank shall make any LC
               -----------------
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date when such reimbursement is due pursuant to paragraph (e) of
this Section, the unpaid amount thereof shall bear interest, for each day from
and including the date such reimbursement is due pursuant to such paragraph (e)
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate provided in Section 2.12(d).  Interest accrued pursuant to this
paragraph shall be for the account of such Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to paragraph (e)
of this Section, to reimburse such Issuing Bank shall be for the account of such
Lender to the extent of such payment.

          (i)  Replacement of an Issuing Bank.  Any Issuing Bank may be replaced
               -------------------------------
at any time by written agreement among the Borrower and the successor Issuing
Bank.  The Borrower shall notify the Administrative Agent, the replaced Issuing
Bank and the Lenders of any such replacement of any Issuing Bank.  At the time
any such replacement shall become effective, the Borrower shall pay all unpaid
fees payable by the Borrower that have accrued for the account of any replaced
Issuing Bank pursuant to Section 2.11(b).  From and after the effective date of
any such replacement, (i) the


                                                                              32

successor Issuing Bank shall have all the rights and obligations of an 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 Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations
of any 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.  If any Event of Default shall occur and
               -----------------------
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure 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 the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date 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 (e) of Section 6.01.  Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement.  The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account.  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,
such deposits shall not bear interest.  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 any 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


                                                                              33

been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement.  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.

          SECTION 2.06.  Funding of Borrowings.  (a)  Each Lender shall make
                         ----------------------
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders.  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 maintained with the Administrative Agent in
New York City and designated by the Borrower in the applicable Borrowing Request
or Competitive Bid Request; provided that ABR Revolving Loans made to finance
                            --------
the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the applicable Issuing Bank.

          (b)  Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the greater of the interest rate applicable to the Loans of the other Lenders
included in the


                                                                              34

applicable Borrowing and a rate determined by the Administrative Agent to equal
its cost of funds for funding such amount. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

          SECTION 2.07.  Interest Elections.  (a)  Each Revolving Borrowing
                         -------------------
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section.  The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.  This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

          (b)  To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

          (c)  Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i)   the Borrowing to which such Interest Election Request applies
     and, if different options are being elected with respect to different
     portions thereof, the portions thereof to be allocated to each resulting
     Borrowing (in which case the information to be specified pursuant to
     clauses (iii) and (iv) below shall be specified for each resulting
     Borrowing);


                                                                              35

          (ii)  the effective date of the election made pursuant to such
     Interest Election Request, which shall be a Business Day;

         (iii)  whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv)  if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

           (d)  Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

           (e)  If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.

          SECTION 2.08.  Termination and Reduction of Commitments.  (a)  Unless
                         -----------------------------------------
previously terminated, the Commitments shall terminate on the Maturity Date.

          (b)  The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
                         --------
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $25,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans would exceed the
total Commitments.

          (c)  The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business


                                                                              36

Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments delivered
             --------
by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall
be made ratably among the Lenders in accordance with their respective
Commitments.

          SECTION 2.09.  Repayment of Loans; Evidence of Indebtedness.  (a) The
                         ---------------------------------------------
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the
account of each Lender that shall have made any Competitive Loan the then unpaid
principal amount of each Competitive Loan of such Lender on the last day of the
Interest Period applicable to such Loan.

          (b)  Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

          (c)  The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

          (d)  The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
                                    ----- -----
amounts of the obligations recorded therein; provided that the failure of any
                                             --------
Lender or the Administrative Agent to maintain such


                                                                              37

accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.

          (e)  Any Lender may request that Loans made by it be evidenced by a
promissory note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 8.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.10.  Prepayment of Loans.  (a)  The Borrower shall have the
                         --------------------
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section;
provided that the Borrower shall not have the right to prepay any Competitive
--------
Loan without the prior consent of the Lender thereof.

          (b)  The Borrower shall notify the Administrative  Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment and (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, on the date of prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
                                                 --------
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.08, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.08.  Promptly following receipt of any such notice relating to a
Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof.   Each partial prepayment of any Revolving Borrowing shall be
in an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02.  Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the


                                                                              38

prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12.

          SECTION 2.11.  Fees.  (a)  The Borrower agrees to pay to the
                         -----
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the
Effective Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure
--------
after its Commitment terminates, then such facility fee shall continue to accrue
on the daily amount of such Lender's Revolving Credit Exposure from and
including the date on which its Commitment terminates to but excluding the date
on which such Lender ceases to have any Revolving Credit Exposure.  Accrued
facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the Maturity Date, commencing on the
first such date to occur after the date hereof; provided that any facility fees
                                                --------
accruing after the Maturity Date shall be payable on demand.  All facility fees
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).

          (b)  The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate
used to determine the interest rate applicable to Eurodollar Revolving Loans on
the daily amount of the 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 Lender's
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the relevant Issuing Bank a fronting fee, which shall
accrue at the rate or rates per annum separately agreed upon between the
Borrower and such Issuing Bank on the daily amount of the 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 of termination of the Commitments and the date on which there ceases to be
any LC Exposure, as well as such Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder.


                                                                              39

Participation and fronting fees accrued through and including the last day of
March, June, September and December of each year shall be payable on the third
Business Day following such last day, 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 by the Borrower to any Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation and fronting
fees 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). In addition to the fees referred to above, each Issuing Bank (i) may
collect customary drawing fees from beneficiaries of Letters of Credit issued by
it and (ii) may require that Letters of Credit issued by it contain customary
provisions for such drawing fees.

          (c)  The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee, which shall accrue at a rate of 0.125%
per annum on all Revolving Loans during any period that the sum of (i) the
aggregate Competitive Loans and Revolving Loans and (ii) the aggregate
"Competitive Loans" and "Revolving Loans" under and as defined in the 364-Day
Credit Agreement are equal to or in excess of 50% of the sum of the aggregate
Commitments and the aggregate "Commitments" under and as defined in the 364-Day
Credit Agreement.  Accrued utilization fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the Maturity
Date (or the date on which such term loan is repaid in full), commencing on the
first such date to occur after the date hereof; provided that any utilization
                                                --------
fees accruing after the Maturity Date shall be payable on demand.  All
utilization fees will be calculated on the basis of actual days elapsed in a
year of 360 days (including the first day but excluding the last day).

          (d)  The Borrower agrees to pay to the Administrative Agent, for its
own account, fees in the amounts and at the times separately agreed upon between
the Borrower and the Administrative Agent.

          (e)  All fees payable by the Borrower hereunder shall be paid on the
dates due, in immediately available funds, to the Administrative Agent (or to
the relevant


                                                                              40

Issuing Bank, in the case of fees payable by the Borrower to it) for
distribution, in the case of facility fees and utilization fees, to the Lenders.
Fees paid by the Borrower shall not be refundable under any circumstances.

          SECTION 2.12.  Interest.  (a)  The Loans comprising each ABR Borrowing
                         ---------
shall bear interest at the Alternate Base Rate.

          (b)  The Loans comprising each Eurodollar Borrowing shall bear
interest (i) in the case of a Eurodollar Revolving Loan, at the LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate, or
(ii) in the case of a Eurodollar Competitive Loan, at the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

          (c)  Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

          (d)  Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

          (e)  (i) For so long as any Lender maintains reserves against
"Eurocurrency liabilities" (or any other category of liabilities which includes
deposits by reference to which the interest rate on Eurodollar Revolving Loans
is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States
residents), and as a result the cost to such Lender (or its lending office for
Eurodollar Revolving Loans) of making or maintaining its Eurodollar Revolving
Loans is increased, then such Lender may require the Borrower to pay,
contemporaneously with each payment of interest on any Eurodollar Revolving Loan
of such Lender, additional interest on such Eurodollar Revolving Loan for the
Interest Period of such Eurodollar Revolving Loan at a rate per annum up to but
not exceeding the excess of (A)(x) the applicable LIBO Rate divided by (y) one
minus the


                                                                              41

Statutory Reserve Percentage over (B) the rate specified in the preceding clause
(x).

          (ii) Any Lender wishing to require payment of additional interest (x)
shall so notify the Borrower and the Administrative Agent, in which case such
additional interest on the Eurodollar Revolving Loans of such Lender shall be
payable to such Lender at the place indicated in such notice with respect to
each Interest Period commencing at least three Business Days after the giving of
such notice and (y) shall furnish to the Borrower at least five Business Days
prior to each date on which interest is payable on the Eurodollar Revolving
Loans an officer's certificate setting forth the amount to which such Lender is
then entitled under this Section (which shall be consistent with such Lender's
good faith estimate of the level at which the related reserves are maintained by
it).  Each such certificate shall be accompanied by such information as the
Borrower may reasonably request as to the computation set forth therein.

          (f)  Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant to
                                --------
paragraph (d) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

          (g)  All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).  The applicable Alternate Base Rate, or
LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.


                                                                              42

          SECTION 2.13.  Alternate Rate of Interest.  If prior to the
                         ---------------------------
commencement of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders (or,
     in the case of a Eurodollar Competitive Loan, the Lender that is required
     to make such Loan) that the LIBO Rate for such Interest Period will not
     adequately and fairly reflect the cost to such Lenders (or Lender) of
     making or maintaining their Loans (or its Loan) included in such Borrowing
     for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter, but not
later than 10:00 A.M. (New York City time) on the first day of such Interest
Period, and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i)
any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, then, unless the Borrower notifies the
Administrative Agent by 12:00 noon (New York City time) on the date of such
Borrowing that it elects not to borrow on such date, such Borrowing shall be
made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar
Competitive Borrowing shall be ineffective; provided that if the circumstances
                                            --------
giving rise to such notice do not affect all the Lenders, then requests by the
Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby.

          SECTION 2.14.  Increased Costs.  (a)  If any Change in Law shall:
                         ----------------

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve


                                                                              43

     requirement reflected in the Statutory Reserve Percentage) or any Issuing
     Bank; or

          (ii) impose on any Lender or any Issuing Bank or the London interbank
     market any other condition affecting this Agreement or Eurodollar Loans
     made by such Lender or any Letter of Credit or participation therein (other
     than an imposition or change in Taxes, Other Taxes or Excluded Taxes, or
     any Change in Law relating to capital requirements or the rate of return on
     capital, with respect to which Section 2.16 and paragraph (b) of this
     Section, respectively, shall apply);

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining, or reduce the amount receivable by any Lender
with respect to, any Eurodollar Loan (or of maintaining its obligation to make
any such Loan) or to increase the cost to such Lender or such Issuing Bank of
participating in, issuing or maintaining any Letter of Credit, then the Borrower
will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

          (b)  If any Lender or any Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or such Issuing Bank's capital or on the capital
of such Lender's or such Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by such Issuing
Bank, to a level below that which such Lender or such Issuing Bank or such
Lender's or such Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or such Issuing Bank's
policies and the policies of such Lender's or such Issuing Bank's holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender's or such Issuing Bank's holding company for any such reduction
suffered.

          (c)  A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate


                                                                              44


such Lender or such Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or such Issuing Bank, as the case may be, the amount shown as due on
any such certificate within 15 days after receipt thereof.

          (d)  Failure or delay on the part of any Lender or any Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation; provided
                                                                        --------
that the Borrower shall not be required to compensate a Lender or an Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or such Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or such Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
                                          -------- -------
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

          (e)  Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

          SECTION 2.15.  Break Funding Payments.  In the event of (a) the
                         -----------------------
payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of an Interest Period applicable thereto (including as a result of
an Event of Default), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result
of


                                                                              45

a request by the Borrower pursuant to Section 2.18, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event which, in the reasonable judgment of such Lender,
such Lender (or an existing or prospective participant in a related Loan)
incurred, including any loss incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of margin for the period after
any such payment. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 15 days after receipt thereof.

          SECTION 2.16.  Taxes.  (a)  Any and all payments by or on account of
                         ------
any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
                                                            --------
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (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 Governmental Authority in accordance with applicable law.

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

          (c)  The Borrower shall indemnify the Administrative Agent, each
Lender and any Issuing Bank, within 15 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or such Issuing Bank, as the case may be, on
or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental


                                                                              46

Authority; provided, that the Borrower shall not be obligated to make payment to
           --------
such Lender or Administrative Agent for penalties, interest or expenses
attributable to the gross negligence or wilful misconduct of such Lender or
Administrative Agent. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or an Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
Bank, shall be conclusive absent manifest error.

          (d)  As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e)  Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and containing all applicable documentation.

          (f) If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay over
such refund to the Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
              --------
Administrative Agent or


                                                                              47

such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

          SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-
                         ------------------------------------------------------
offs.  (a)  The Borrower shall make each payment required to be made by it
-----
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or
otherwise) on the date when due, in immediately available funds, without set-off
or counterclaim, and the Borrower agrees to instruct its bank which will be
transmitting such funds with respect to such payments not later than 10:00 A.M.
(New York City time) on the date when due.  All such payments shall be made to
the Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except payments to be made directly to an Issuing Bank as expressly provided
herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 8.03
shall be made directly to the Persons entitled thereto.  The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension.  All payments hereunder shall be made in dollars.

          (b)  If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due from the Borrower hereunder, such
funds shall be applied (i) first, towards payment of principal, interest and
fees then due from the Borrower hereunder, ratably among the parties entitled
thereto in accordance with the amounts of such principal, interest and fees then
due to such parties, and (ii) second, towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties


                                                                              48

entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

          (c)  If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements; provided that (i) if any
                                                        --------
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply).  The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

          (d)  Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or any Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or such Issuing


                                                                              49

Bank, as the case may be, the amount due.  In such event, if the Borrower has
not in fact made such payment, then each of the Lenders or such Issuing Bank, as
the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or such Issuing Bank with
interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

          (e)  If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05(d) or (e), 2.06(b) or 2.17(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

          SECTION 2.18.  Mitigation Obligations; Replacement of Lenders.  (a)
                         -----------------------------------------------
If any Lender requests compensation under Section 2.14, or additional interest
under Section 2.12(e) or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.16, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.14, 2.12(e) or 2.16, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender.  The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

          (b)  If any Lender requests compensation under Section 2.15, or
additional interest under Section 2.12(e), or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.17, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such


                                                                              50

Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 8.04), all its interests, rights and
obligations under this Agreement (other than any outstanding Competitive Loans
held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
                                                             --------
the Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Commitment is being assigned, the relevant Issuing Bank), which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans) and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts, in each case payable to it by the
Borrower hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.15, additional interest under Section
2.12(e) or payments required to be made pursuant to Section 2.17, such
assignment will result in a material reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

          (c)  In connection with any proposed amendment, modification or waiver
of or with respect to any provision of this Agreement (a "Proposed Change")
                                                          ---------------
requiring the consent of all Lenders, if the consent of the Required Lenders to
such Proposed Change is obtained, but the consent to such Proposed Change of
other Lenders whose consent is required is not obtained (any such Lender whose
consent is not obtained as described in this Section 2.18(c) being referred to
as a "Non-Consenting Lender"), then the Borrower may, at its sole expense and
      ---------------------
effort, upon notice to each Non-Consenting Lender and the Administrative Agent,
require each Non-Consenting Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 8.04) all
its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
             --------
written


                                                                              51

consent of the Administrative Agent, which consent shall not be unreasonably
withheld, (ii) such Non-Consenting Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans), accrued interest thereon, accrued fees and all other amounts, in each
case payable to it by the Borrower hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) the Borrower shall not be permitted to
require any Non-Consenting Lender to make any such assignment unless all Non-
Consenting Lenders are required to make such assignments and, as a result
thereof, the Proposed Change will become effective.



                                  ARTICLE III

                        Representations and Warranties
                        ------------------------------

          The Borrower represents and warrants to the Lenders that:

          SECTION 3.01.  Corporate Existence and Power.  The Borrower is a
                         ------------------------------
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all corporate power and authority required
to carry on its business as now conducted.

          SECTION 3.02.  Corporate and Governmental Authorization; No
                         --------------------------------------------
Contravention.  The execution, delivery and performance by the Borrower of this
--------------
Agreement and the Transactions are within the Borrower's corporate power, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official (other
than the filing of reports with the Securities and Exchange Commission) and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation or bylaws of the Borrower
or of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower.

          SECTION 3.03.  Binding Effect.  This Agreement has been duly executed
                         ---------------
and delivered by the Borrower and constitutes a valid and binding obligation of
the Borrower, enforceable in accordance with its terms, subject to


                                                                              52

applicable bankruptcy, insolvency and other similar laws affecting creditors'
rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

          SECTION 3.04.  Financial Information.  (a) The consolidated balance
                         ----------------------
sheet of the Borrower and the Subsidiaries and the related consolidated
statements of income, shareholders' equity and cash flows as of and for (i)
Fiscal Year 2000, reported on by PricewaterhouseCoopers L.L.P. and set forth in
the Borrower's Annual Report on Form 10-K for Fiscal Year 2000, a copy of which
has been delivered to each of the Lenders, and (ii) the first fiscal quarter of
Fiscal Year 2001, certified by a Financial Officer, in each case fairly present,
in conformity with GAAP, the consolidated financial position of the Borrower and
the Subsidiaries as of such date and their consolidated results of operations
and cash flows for such Fiscal Year or portion of such Fiscal Year, as
applicable.

          (b)  From February 3, 2001 to the Effective Date, there has been no
material adverse change in the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries, considered as a
whole.

          SECTION 3.05.  Litigation and Environmental Matters.  (a) There is no
                         -------------------------------------
action, suit or proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any Consolidated Subsidiaries
before any court or arbitrator or any governmental body, agency or official in
which there is, in the good faith judgment of the Borrower (which shall be
conclusive), a reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Borrower and the Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validity or enforceability of this Agreement.

          (b)  Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, are not reasonably
expected in the good faith judgment of the Borrower (which shall be conclusive)
to materially adversely affect the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries considered as a
whole, neither the Borrower nor any of the Consolidated Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain,


                                                                              53

maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

          (c)  Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate in the
good faith judgment of the Borrower (which shall be conclusive), has resulted in
a material adverse effect on the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries considered as a
whole.

          SECTION 3.06.  Subsidiaries.  Each of the Consolidated Subsidiaries is
                         -------------
a corporation duly incorporated, validly existing and, to the extent applicable,
in good standing under the laws of its jurisdiction of incorporation, and has
all corporate power and authority required to carry on its business as now
conducted except to the extent that the failure of any such Consolidated
Subsidiary to be so incorporated, existing or in good standing or to have such
power and authority is not reasonably expected by the Borrower to have a
material adverse effect on the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries considered as a
whole.

          SECTION 3.07.  Not an Investment Company.  The Borrower is not an
                         --------------------------
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

          SECTION 3.08.  ERISA.  The Borrower and its ERISA Affiliates (a) have
                         ------
fulfilled their material obligations under the minimum funding standards of
ERISA and the Code with respect to each Plan, (b) are in compliance in all
material respects with the presently applicable provisions of ERISA and the Code
and (c) have not incurred any liability in excess of $75,000,000 to the PBGC or
a Plan under Title IV of ERISA other than a liability to PBGC for premiums under
Section 4007 of ERISA; provided, that this sentence shall not apply to (i) any
                       --------
ERISA Affiliate as described in Section 414(m) of the Code (other than the
Borrower or a Subsidiary) or any Plan maintained by such an ERISA Affiliate or
(ii) any Multiemployer Plan.  The Borrower and its Subsidiaries have made all
material payments to Multiemployer Plans which they have been


                                                                              54


required to make under the related collective bargaining agreement or applicable
law.

          SECTION 3.09.  Taxes.  The Borrower and its Subsidiaries have filed
                         ------
all United States federal income tax returns and all other material tax returns
which, in the opinion of the Borrower, are required to be filed by them and have
paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any Subsidiary, except for assessments which are
being contested in good faith by appropriate proceedings.  The charges, accruals
and reserves on the books of the Borrower and Subsidiaries in respect of taxes
or other governmental charges are, in the opinion of the Borrower, adequate.

          SECTION 3.10.  Disclosure.  The Information Memorandum, the financial
                         -----------
statements delivered pursuant to Section 5.01(a)(i) and (ii), the registration
statements delivered pursuant to Section 5.01(a)(vi) (in each case in the form
in which such registration statements were declared effective, as amended by any
post-effective amendments thereto) and the reports on Forms 10-K, 10-Q and 8-K
delivered pursuant to Section 5.01(a)(vi), do not, taken as a whole and in each
case as of the date thereof, contain any material misstatement of fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
                                                                       --------
that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


                                  ARTICLE IV

                                  Conditions
                                  ----------

          SECTION 4.01.  Effective Date.  The obligations of the Lenders to make
                         ---------------
Loans and of any Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 8.02):

          (a)  The Administrative Agent (or its counsel) shall have received
     from each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this


                                                                              55

     Agreement) that such party has signed a counterpart of this Agreement.

          (b)  The Administrative Agent shall have received a written opinion
     (addressed to the Administrative Agent and the Lenders and dated the
     Effective Date) of each of (i) Samuel P. Fried, Esq., General Counsel of
     the Borrower, and (ii) Davis Polk & Wardwell, counsel for the Borrower,
     substantially in the form of Exhibits B-1 and B-2, respectively, and
     covering such other matters relating to the Borrower, this Agreement or the
     Transactions as the Required Lenders shall reasonably request.  The
     Borrower hereby requests such counsel to deliver such opinions.

          (c)  The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of the
     Borrower, the authorization of the Transactions and any other legal matters
     relating to the Borrower, this Agreement or the Transactions, all in form
     and substance satisfactory to the Administrative Agent and its counsel.

          (d)  The Administrative Agent shall have received a certificate, dated
     the Effective Date and signed by the President, a Vice President or a
     Financial Officer of the Borrower, confirming compliance with the
     conditions set forth in paragraphs (a) and (b) of Section 4.02.

          (e)  The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Effective Date, including, to
     the extent invoiced, reimbursement or payment of all out-of-pocket expenses
     required to be reimbursed or paid by the Borrower hereunder.

          (f)  The Administrative Agent shall have received evidence
     satisfactory to it of the termination of lending commitments under, and the
     payment of all amounts outstanding under, the Credit Agreement dated as of
     September 25, 1997, among the Borrower, the banks party thereto and Morgan
     Guaranty Trust Company of New York, as agent for such banks.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of any Issuing
Bank to issue Letters of Credit hereunder shall not become


                                                                              56

effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 8.02) at or prior to 3:00 p.m., New York City time, on July
16, 2001 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

          SECTION 4.02.  Each Credit Event.  The obligation of each Lender to
                         ------------------
make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

          (a)  The representations and warranties of the Borrower set forth in
     this Agreement shall be true and correct on and as of the date of such
     Borrowing or the date of issuance, amendment, renewal or extension of such
     Letter of Credit, as applicable.

          (b)  At the time of and immediately after giving effect to such
     Borrowing or the issuance, amendment, renewal or extension of such Letter
     of Credit, as applicable, no Default shall have occurred and be continuing.

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


                                   ARTICLE V

                                   Covenants
                                  ----------

          The Borrower agrees that, so long as any Lender has any Commitment
hereunder or any amount payable hereunder remains unpaid:

          SECTION 5.01.  Information.  (a) The Borrower will deliver to the
                         ------------
Administrative Agent and each of the Lenders:

          (i)  as soon as available and in any event within 120 days after the
     end of each Fiscal Year, the Annual Report of the Borrower on Form 10-K for
     such Fiscal Year, containing financial statements reported on in a manner
     acceptable to the Securities and Exchange Commission by
     PricewaterhouseCoopers L.L.P. or other independent public accountants of
     nationally recognized standing selected by the Borrower;


                                                                              57

          (ii)   as soon as available and in any event within 60 days after the
     end of each of the first three quarters of each Fiscal Year, a copy of the
     Borrower's report on Form 10-Q for such quarter with the financial
     statements therein contained to be certified (subject to normal year end
     adjustments) as to fairness of presentation, generally accepted accounting
     principles (except footnotes) and consistency, by a Financial Officer;

          (iii)  simultaneously with the delivery of each set of financial
     statements referred to in clauses (a) and (b) above, a certificate of a
     Financial Officer (1) setting forth in reasonable detail the calculations
     required to establish whether the Borrower was in compliance with the
     requirements of Sections 5.06 and 5.07 on the date of such financial
     statements and (2) stating whether, to the best knowledge of such Financial
     Officer, any Default exists on the date of such certificate and, if any
     Default then exists, setting forth the details thereof and the action which
     the Borrower is taking or proposes to take with respect thereto;

          (iv)   simultaneously with the delivery of each set of financial
     statements referred to in clause (a) above, a statement of the firm of
     independent public accountants which reported on such statements whether
     anything has come to their attention to cause them to believe that any
     Default existed on the date of such statements (insofar as such pertains to
     accounting matters);

          (v)  promptly upon the mailing thereof to the stockholders of the
          Borrower generally, copies of all financial statements, reports and
          proxy statements so mailed;

          (vi)  promptly upon the filing thereof, copies of all registration
     statements (other than the exhibits, thereto and any registration
     statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q
     and 8-K (or their equivalents) which the Borrower shall have filed with the
     Securities and Exchange Commission;

          (vii) within four Business Days of any executive officer of the
     Borrower or any Financial Officer obtaining knowledge of any condition or
     event recognized by such officer to be a Default, a


                                                                              58

     certificate of a Financial Officer setting forth the details thereof and
     the action which the Borrower is taking or proposes to take with respect
     thereto;

          (viii)  if and when any executive officer of the Borrower or any
     Financial Officer obtains knowledge that any ERISA Affiliate (1) has given
     or is required to give notice to the PBGC of any "reportable event" (as
     defined in Section 4043 of ERISA) with respect to any Plan which might
     constitute grounds for a termination of such Plan under Title IV of ERISA,
     or knows that the plan administrator of any Plan has given or is required
     to give notice of any such reportable event, a copy of the notice of such
     reportable event given or required to be given to the PBGC, (2) has
     received notice of complete or partial withdrawal liability under Title IV
     of ERISA, a copy of such notice or (3) has received notice from the PBGC
     under Title IV of ERISA of an intent to terminate or appoint a trustee to
     administer any Plan, a copy of such notice; and

          (ix)    from time to time such additional information regarding the
     financial position or business of the Borrower and Subsidiaries as the
     Administrative Agent, at the request of any Lender, may reasonably request.

          (b) Certificates delivered pursuant to this Section shall be signed
manually or shall be copies of a manually signed certificate.

          SECTION 5.02.  Maintenance of Properties.  The Borrower will, and will
                         --------------------------
cause each Consolidated Subsidiary to, maintain and keep in good condition,
repair and working order all properties used or useful in the conduct of its
business and supply such properties with all necessary equipment and make all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Borrower may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided that nothing in this Section shall prevent the Borrower
              --------
or any Consolidated Subsidiary from discontinuing the operation and maintenance
of any of such properties if such discontinuance is, in the judgment of the
Borrower, desirable in the conduct of the business of the Borrower or such
Consolidated


                                                                              59

Subsidiary, as the case may be, and not disadvantageous in any material respect
to the Lenders.

          SECTION 5.03.  Maintenance of Insurance.  The Borrower will, and will
                         -------------------------
cause each Consolidated Subsidiary to, insure and keep insured, with reputable
insurance companies, so much of its properties and such of its liabilities for
bodily injury or property damage, to such an extent and against such risks
(including fire), as companies engaged in similar businesses customarily insure
properties and liabilities of a similar character; or, in lieu thereof, the
Borrower will maintain, or cause each Consolidated Subsidiary to maintain, a
system or systems of self-insurance which will be in accord with the customary
practices of companies engaged in similar businesses in maintaining such
systems.

          SECTION 5.04.  Preservation of Corporate Existence.  The Borrower
                         ------------------------------------
shall preserve and maintain its corporate existence, rights, franchises and
privileges in the State of Delaware or in any other State of the United States
which it shall select as its jurisdiction of incorporation, and qualify and
remain qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary, except such jurisdictions, if any, where the failure
to preserve and maintain its corporate existence, rights, franchises and
privileges, or qualify or remain qualified will not have a material adverse
effect on the business or property of the Borrower.

          SECTION 5.05.  Inspection of Property, Books and Records.  The
                         ------------------------------------------
Borrower will, and will cause each Consolidated Subsidiary to, make and keep
books, records and accounts in which transactions are recorded as necessary to
(a) permit preparation of the Borrower's consolidated financial statements in
accordance with generally accepted accounting principles and (b) otherwise
comply with the requirements of Section 13(b)(2) of the Securities Exchange Act
of 1934 as in effect from time to time.  At any reasonable time during normal
business hours and from time to time, the Borrower will permit the
Administrative Agent or any of the Lenders or any agents or representatives
thereof at their expense (to the extent not in violation of applicable law) to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, the Borrower and any Consolidated Subsidiaries
and to discuss the affairs, finances and accounts of the Borrower and any
Consolidated Subsidiaries


                                                                              60

with any of their respective officers or directors. Any information obtained
pursuant to this Section or Section 5.01(a)(i) shall be subject to Section 8.12.

          SECTION 5.06.  Fixed Charge Coverage Ratio.  The Borrower will not
                         ----------------------------
permit the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for any
period of four consecutive fiscal quarters to be less than 1.75 to 1.00.

          SECTION 5.07.  Debt to Capital Ratio.  The Borrower will not permit
                         ----------------------
the ratio of Consolidated Debt to Capital to exceed 0.825 to 1.

          SECTION 5.08.  Limitations on Liens.  The Borrower will not, and will
                         ---------------------
not permit any Consolidated Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:

          (a) Permitted Encumbrances;

          (b) any Lien on any property or asset of the Borrower or any
     Consolidated Subsidiary existing on the date hereof and set forth in
     Schedule 5.08; provided that (i) such Lien shall not apply to any other
                    --------
     property or asset of the Borrower or any Consolidated Subsidiary and (ii)
     such Lien shall secure only those obligations which it secures on the date
     hereof and extensions, renewals and replacements thereof that do not
     increase the outstanding principal amount thereof;

          (c) any Lien existing on any property or asset prior to the
     acquisition thereof by the Borrower or any Consolidated Subsidiary or
     existing on any property or asset of any Person that becomes a Consolidated
     Subsidiary after the date hereof prior to the time such Person becomes a
     Consolidated Subsidiary; provided that (i) such Lien is not created in
                              --------
     contemplation of or in connection with such acquisition or such Person
     becoming a Consolidated Subsidiary, as the case may be, (ii) such Lien
     shall not apply to any other property or assets of the Borrower or any
     Consolidated Subsidiary and (iii) such Lien shall secure only those
     obligations which it secures on the date of such acquisition or the date
     such Person becomes a Consolidated Subsidiary, as the case may be and
     extensions, renewals and


                                                                              61

     replacements thereof that do not increase the outstanding principal amount
     thereof;

          (d) Liens on fixed or capital assets acquired, constructed or improved
     by the Borrower or any Consolidated Subsidiary; provided that (i) with
                                                     --------
     respect to a Consolidated Subsidiary, such security interests secure
     Indebtedness permitted by Section 5.10, (ii) such security interests and
     the Indebtedness secured thereby are incurred prior to or within 90 days
     after such acquisition or the completion of such construction or
     improvement, (iii) the Indebtedness secured thereby does not exceed the
     cost of acquiring, constructing or improving such fixed or capital assets
     and (iv) such security interests shall not apply to any other property or
     assets of the Borrower or any Consolidated Subsidiary; and

          (e) other Liens securing obligations in an aggregate principal amount
     not exceeding 15% of Consolidated Tangible Net Worth.

          SECTION 5.09.  Compliance with Laws.  The Borrower will, and will
                         ---------------------
cause each Consolidated Subsidiary to, comply in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including ERISA and the rules and regulations
thereunder), except to the extent that (a) the necessity of compliance therewith
is contested in good faith by appropriate proceedings or (b) the failure to so
comply would not result in any material adverse effect on the business,
financial condition or results of operations of the Borrower and Consolidated
Subsidiaries taken as a whole.

          SECTION 5.10.  Limitations on Subsidiary Indebtedness.  The Borrower
                         ---------------------------------------
will not permit any Consolidated Subsidiary to create, incur, assume or suffer
to exist any Indebtedness except:

          (a) Indebtedness of any Consolidated Subsidiary which is, or the
     direct or indirect parent of which is, acquired by the Borrower or any
     other Consolidated Subsidiary after the Effective Date, which Indebtedness
     is in existence at the time such Consolidated Subsidiary (or parent) is so
     acquired; provided such Indebtedness was not created at the request or with
               --------
     the consent of the Borrower or any Subsidiary, and such Indebtedness may
     not be extended other than pursuant to


                                                                              62

     the terms thereof as in existence at the time such Consolidated Subsidiary
     (or parent) was acquired; and

          (b) other Indebtedness in an aggregate principal amount for all
     Consolidated Subsidiaries not exceeding 10% of Consolidated Tangible Net
     Worth.

          SECTION 5.11.  Transactions with Affiliates.  The Borrower will not,
                         -----------------------------
and will not permit any of its Consolidated Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) at prices and on terms and
conditions not less favorable to the Borrower or such Consolidated Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) any transaction determined by a majority of the disinterested directors of
the Borrower's board of directors to be fair to the Borrower and its
Subsidiaries, (c) transactions between or among the Borrower and its
Consolidated Subsidiaries not involving any other Affiliate and (d) any
transaction with respect to which neither the fair market value of the related
property or assets, nor the consideration therefor, exceeds $5,000,000.

          SECTION 5.12.  Consolidations, Mergers and Sales of Assets.  The
                         --------------------------------------------
Borrower will not (a) consolidate or merge with or into any other Person, (b)
liquidate or dissolve or (c) sell, lease or otherwise transfer all or any
substantial part of the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, to any other Person;  provided that the Borrower
                                                      --------
may merge with another Person if (i) the corporation surviving the merger is the
Borrower or a corporation organized under the laws of a State of the United
States into which the Borrower desires to merge for the purpose of becoming
incorporated in such State (in which case such corporation shall assume all of
the Borrower's obligations under this Agreement by an agreement satisfactory to
the Required Lenders (and the Required Lenders shall not unreasonably withhold
their consent to the form of such agreement) and shall deliver to the
Administrative Agent and the Lenders such legal opinions and other documents as
the Administrative Agent may reasonably request to evidence the due
authorization, validity and binding effect thereof) and (ii) immediately after
giving effect to such merger, no Default shall have occurred and be continuing;
and provided further that the foregoing shall
    -------- -------


                                                                              63

not be construed to prohibit any Minority Interest Disposition or any other
sale, lease or other transfer of assets (including by means of dividends, share
repurchases or recapitalizations) that does not involve all or any substantial
part of the assets of the Borrower and its Consolidated Subsidiaries taken as a
whole.


                                  ARTICLE VI

                        Events of Default and Remedies
                        ------------------------------

          SECTION 6.01.  Events of Default.  Any of the following shall be an
                         ------------------
"Event of Default":

          (a) The Borrower shall fail to make any payment of principal of or
     interest on any Loan or any obligation in respect of any LC Disbursement
     when due or to pay any fees or other amounts payable by it hereunder when
     due, and such failure remains unremedied for three Business Days after the
     Borrower's actual receipt of notice of such failure from the Administrative
     Agent at the request of any Lender;

          (b) Any statement of fact or representation made or deemed to be made
     by the Borrower in this Agreement or by the Borrower or any of its officers
     in any certificate delivered pursuant to this Agreement shall prove to have
     been incorrect in any material respect when made or deemed made, and, if
     the consequences of such representation or statement being incorrect shall
     be susceptible of remedy in all material respects, such consequences shall
     not be remedied in all material respects within 30 days after any executive
     officer of the Borrower or any Financial Officer first becomes aware of or
     is advised that such representation or statement was incorrect in a
     material respect;

          (c) The Borrower shall fail to comply with any of the provisions of
     Sections 5.06 or 5.07 and, if the consequences of such failure shall be
     susceptible of remedy in all material respects, such consequences shall not
     be remedied in all material respects within 20 days after any executive
     officer of the Borrower or any Financial Officer first becomes aware or is
     advised of such failure to comply;


                                                                              64


          (d) (i)  The Borrower or any Consolidated Subsidiary shall fail to pay
     principal of or interest on any Material Indebtedness and the longer of any
     periods within which the Borrower or such Consolidated Subsidiary shall be
     allowed to cure such nonpayment shall have elapsed, or 10 days shall have
     passed since such failure, in either case without curing such nonpayment,
     (ii) any event or condition shall occur which enables the holder of any
     Material Indebtedness or any Person acting on such holder's behalf to
     accelerate the maturity thereof, and the longer of any periods within which
     the Borrower or such Consolidated Subsidiary shall be allowed to cure such
     condition or event shall have elapsed, or 10 days shall have passed since
     the occurrence of such event or condition, in either case without curing
     such event or condition, or (iii) the holder of any Material Indebtedness
     shall accelerate the maturity of such Material Indebtedness and such
     acceleration shall not have been rescinded within 20 days of such
     acceleration, provided no Default under this clause (d) shall be deemed to
                   --------
     occur if (1) at the time the relevant event or condition described in this
     clause (d) occurs, the Borrower's Index Debt is rated (A) Baa3 or better by
     Moody's and BBB- or better by S&P, if both Moody's and S&P shall have in
     effect a rating for the Borrower's Index Debt, or (B) Baa3 or better by
     Moody's or BBB- or better by S&P, if both Moody's and S&P shall not have in
     effect a rating for the Borrower's Index Debt,(2) the Borrower's Index Debt
     does not cease to have the ratings described in clause (1) above for
     reasons attributable to the relevant event or condition described in this
     clause (d), and (3) all Material Indebtedness that is affected by any event
     or condition described in this clause (d) is either (A) owed by a
     Consolidated Subsidiary not incorporated under the laws of any State of the
     United States, the District of Columbia or Canada or any province thereof,
     or (B) permitted under clause (a) of Section 5.10;

          (e) The Borrower or any Consolidated Subsidiary shall (i) make a
     general assignment for the benefit of creditors, (ii) apply for or consent
     (by admission of material allegations of a petition or otherwise) to the
     appointment of a receiver, custodian, trustee or liquidator of the Borrower
     or any Consolidated Subsidiary or any substantial part of the properties of


                                                                              65

     the Borrower or any Consolidated Subsidiary or authorize such application
     or consent, or proceedings seeking such appointment shall be commenced
     without such authorization, consent or application against the Borrower or
     any Consolidated Subsidiary and continue undismissed for 30 days (or if
     such dismissal of such unauthorized proceedings cannot reasonably be
     obtained within such 30 day period, the Borrower or any Consolidated
     Subsidiary shall fail either to proceed with due diligence to seek to
     obtain dismissal within such 30 day period or to obtain dismissal within 60
     days), (iii) authorize or file a voluntary petition in bankruptcy, suffer
     an order for relief under any federal bankruptcy law, or apply for or
     consent (by admission of material allegations of a petition or otherwise)
     to the application of any bankruptcy, reorganization, arrangement,
     readjustment of debt, insolvency, dissolution, liquidation or other similar
     law of any jurisdiction, or authorize such application or consent, or
     proceedings to such end shall be instituted against the Borrower or any
     Consolidated Subsidiary without such authorization, application or consent
     which are not vacated within 30 days from the date thereof (or if such
     vacation cannot reasonably be obtained within such 30 day period, the
     Borrower shall fail either to proceed with due diligence to seek to obtain
     vacation within such 30 day period or to obtain vacation within 60 days),
     (iv) permit or suffer all or any substantial part of its properties to be
     sequestered, attached, or subjected to a Lien (other than a Lien expressly
     permitted by the exception to Section 5.08) through any legal proceeding or
     distraint which is not vacated within 30 days from the date thereof (or if
     such vacation cannot reasonably be obtained within such 30 day period, the
     Borrower shall fail either to proceed with due diligence to seek to obtain
     vacation within such 30 day period or to obtain vacation within 60 days),
     (v) generally not pay its debts as such debts become due or admit in
     writing its inability to do so, or (vi) conceal, remove, or permit to be
     concealed or removed, any material part of its property, with intent to
     hinder, delay or defraud its creditors or any of them; provided, however,
                                                            --------  -------
     that the foregoing events will not constitute an Event of Default if such
     events occur with respect to any Subsidiary which is:  (1) a Consolidated
     Subsidiary not incorporated under the laws of any State of the United
     States, the District of Columbia or Canada or any


                                                                              66

     province thereof and not engaged in the retail business, if the aggregate
     Value of the Borrower's and all Consolidated Subsidiaries' investments in
     and advances to such Consolidated Subsidiary and all such other
     Consolidated Subsidiaries to which these tests are being applied within a
     period of 18 months ending on the date of determination, does not exceed
     $75,000,000, or (2) a Consolidated Subsidiary incorporated under the laws
     of any State of the United States, the District of Columbia or Canada or
     any province thereof and not engaged in the retail business, if (A) at the
     time the relevant event or condition described in this clause (e) occurs,
     the Borrower's Index Debt is rated (x) Baa3 or better by Moody's and BBB-
     or better by S&P, if both Moody's and S&P shall have in effect a rating for
     the Borrower's Index Debt, or (y) Baa3 or better by Moody's or BBB- or
     better by S&P, if both Moody's and S&P shall not have in effect a rating
     for the Index Debt, (B) the Borrower's Index Debt does not cease to have
     the rankings described in clause (A) above for reasons attributable to the
     relevant event or condition described in this clause (e) and (C) the
     aggregate Value of the Borrower's and all Consolidated Subsidiaries'
     investments and advances to such Consolidated Subsidiary and all other such
     Consolidated Subsidiaries to which these tests are being applied within a
     period of 18 months ending on the date of determination, does not exceed
     $37,500,000;

          (f) The Borrower or any ERISA Affiliate shall fail to pay when due an
     amount or amounts aggregating in excess of $25,000,000 which it shall have
     become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or
     notice of intent to terminate a Plan or Plans having aggregate Unfunded
     Liabilities in excess of $75,000,000 (collectively a "Material Plan") shall
     be filed under Title IV of ERISA by the Borrower or any ERISA Affiliate,
     any plan administrator or any combination of the foregoing; or the PBGC
     shall institute proceedings under Title IV of ERISA to terminate or to
     cause a trustee to be appointed to administer any Material Plan or a
     proceeding shall be instituted by a fiduciary of any Material Plan against
     the Borrower or any ERISA Affiliate to enforce Section 515 or 4219(c)(5) of
     ERISA and such proceeding shall not have been dismissed within 30 days
     thereafter; or a condition shall exist by reason of


                                                                              67

     which the PBGC would be entitled to obtain a decree adjudicating that any
     Material Plan must be terminated;

          (g) The Borrower shall fail to perform or observe in any material
     respect any other term, covenant or agreement contained in this Agreement
     (including without limitation Section 5.01) on its part to be performed or
     observed and any such failure remains unremedied for 30 days after the
     Borrower shall have received written notice thereof from the Administrative
     Agent at the request of any Lender;

          (h) a Change in Control shall occur; or

          (i) one or more judgments for the payment of money in an aggregate
     amount in excess of $75,000,000, exclusive of amounts covered by third
     party insurance, shall be rendered against the Borrower, any Consolidated
     Subsidiary or any combination thereof and the same shall remain
     undischarged for a period of 60 consecutive days during which execution
     shall not be effectively stayed, or any action shall be legally taken by a
     judgment creditor to attach or levy upon any assets of the Borrower or any
     Consolidated Subsidiary to enforce any such judgment; provided that in
                                                           --------
     calculating the amounts covered by third party insurance, amounts covered
     by third party insurance shall not include amounts for which the third
     party insurer has denied liability.

          SECTION 6.02.  Remedies.  If any Event of Default shall occur and be
                         ---------
continuing, the Administrative Agent shall (a) if requested by the Required
Lenders, by notice to the Borrower terminate the Commitments and they shall
thereupon terminate, and (b) if requested by Lenders holding more than 50% of
the aggregate unpaid principal amount of the Loans, by notice to the Borrower
declare the Loans (together with accrued interest thereon and all other amounts
payable by the Borrower hereunder) to be, and the Loans (together with accrued
interest thereon and all other amounts payable by the Borrower hereunder) shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the bankruptcy Events of Default
          --------
specified in Section 6.01(e) with respect to the Borrower, without any notice to
the Borrower or any other act by the Administrative Agent or the Lenders, the
Commitments shall


                                                                              68

thereupon terminate and the Loans (together with accrued interest thereon and
all other amounts payable by the Borrower hereunder) shall become immediately
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

          SECTION 6.03.  Notice of Default.  The Administrative Agent shall give
                         ------------------
notice to the Borrower under Section 6.01(a) or 6.01(g) promptly upon being
requested to do so by any Lender and shall thereupon notify all the Lenders
thereof.

                                  ARTICLE VII

                           The Administrative Agent
                           ------------------------

          Each of the Lenders and any Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 8.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to


                                                                              69

disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
8.02) or in the absence of its own gross negligence or wilful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent.  The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties.  The


                                                                              70

exculpatory provisions of the preceding paragraphs shall apply to any such sub-
agent and to the Related Parties of the Administrative Agent and any such sub-
agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, any Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor.  If no successor shall
have been so appointed by the Required Lenders 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
Lenders and any Issuing Bank, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank.  Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall 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.  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor.  After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 8.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under


                                                                              71

or based upon this Agreement, any related agreement or any document furnished
hereunder or thereunder.


                                 ARTICLE VIII

                                 Miscellaneous
                                 -------------

          SECTION 8.01.  Notices.  Except in the case of notices and other
                         --------
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to it at Three Limited Parkway, P.O. Box
     16000, Columbus, Ohio 43216, Attention of Assistant Treasurer (Telecopy No.
     (614) 415-7060);

          (b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan
     and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
     New York 10081, Attention of Mary McCormack (Telecopy No. (212) 552-5650),
     with a copy to The Chase Manhattan Bank,  270 Park Avenue, New York 10017,
     Attention of Ruby Tulloch (Telecopy No. (212) 270-7594);

          (c) if to an Issuing Bank, as applicable, to it at The Chase Manhattan
     Bank, Attention of Mary McCormack (Telecopy No. (212) 552-5650) or to it at
     its address (or telecopy number) specified in writing to the Borrower and
     the Administrative Agent in accordance with this Section 8.01; and

          (d) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.


                                                                              72

          SECTION 8.02.  Waivers; Amendments.  (a)  No failure or delay by the
                         --------------------
Administrative Agent, any Issuing Bank or any Lender in exercising any right or
power 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, any Issuing Bank and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have.  No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.  Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or any Issuing Bank may have had notice or knowledge of such
Default at the time.

          (b)  Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no
                                                               --------
such agreement shall (i) increase  the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable by the Borrower hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable by the Borrower hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change Section
2.17(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, or (v) change any
of the provisions of this Section or the definition of "Required Lenders" or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the  written consent of


                                                                              73

each Lender; provided further that no such agreement shall amend, modify or
             ----------------
otherwise affect the rights or duties of the Administrative Agent or any Issuing
Bank hereunder without the prior written consent of the Administrative Agent or
any Issuing Bank, as the case may be. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by the Borrower, the Required Lenders and the Administrative Agent (and, if
their rights or obligations are affected thereby, any Issuing Bank) if (i) by
the terms of such agreement the Commitment of each Lender not consenting to the
amendment provided for therein shall terminate upon the effectiveness of such
amendment and (ii) at the time such amendment becomes effective, each Lender not
consenting thereto receives payment in full of the principal of and interest
accrued on each Loan made by it and all other amounts owing to it or accrued for
its account under this Agreement.

          SECTION 8.03.  Expenses; Indemnity; Damage Waiver.  (a)  The Borrower
                         -----------------------------------
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of a single counsel for Administrative Agent, in connection
with the syndication of the credit facilities provided for herein, the
preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) if an
Event of Default occurs, all reasonable out-of-pocket expenses incurred by the
Administrative Agent, any Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with this Agreement.

          (b)  The Borrower shall indemnify the Administrative Agent, any
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
                                           ----------
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee in connection with any investigative,
administrative or judicial proceeding, whether or not such Indemnitee shall be
designated a party thereto, which may be incurred by any Indemnitee, relating to
or arising out of


                                                                              74

any actual or proposed use of proceeds of Loans hereunder for the purpose of
acquiring equity securities of any Person; provided, that no Indemnitee shall
                                           --------
have the right to be indemnified hereunder (i) with respect to the acquisition
of equity securities of a wholly-owned Subsidiary, or of a Person who prior to
such acquisition did not conduct any business, or (ii) for its own gross
negligence or willful misconduct.

          (c)  To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent or any Issuing Bank under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or such Issuing Bank, as the case may be, such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
--------
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or such Issuing Bank in its capacity as such.

          (d)  To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof;
provided that the foregoing waiver shall not apply to special, indirect or
--------
consequential damages (but shall apply to punitive damages) attributable to the
failure of a Lender to fund Loans, when required to do so hereunder, promptly
after the receipt of notice of such failure.

          (e)  All amounts due under this Section shall be payable promptly
after written demand therefor.

          SECTION 8.04.  Successors and Assigns.  (a)  The provisions of this
                         -----------------------
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower


                                                                              75


without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of any Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, any Issuing Bank and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

          (b)  Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it); provided  that (i)
                                                          --------
except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent (and, in the case of an
assignment of all or a portion of a Commitment or any Lender's obligations in
respect of its LC Exposure, any Issuing Bank) must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $10,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not apply
to rights in respect of outstanding Competitive Loans, (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
(v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and provided further that
                                                          ----------------
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default has occurred and is continuing.  Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section, from
and after the effective date specified in each Assignment and Acceptance the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights


                                                                              76

and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.14,
2.15, 2.16 and 8.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

          (c)  The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof 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, any Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.  The Register shall be available for inspection by the
Borrower, any Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

          (d)  Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e)  Any Lender may, without the consent of the Borrower, the
Administrative Agent or any Issuing Bank, sell participations to one or more
banks or other entities (a


                                                                              77

"Participant") in all or a portion of such Lender's rights and/or obligations
 -----------
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
              --------
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent, any Issuing Bank and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
           --------
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in clause (i), (ii) (iii) or (iv) of the first
proviso to Section 8.02(b) that affects such Participant. Subject to paragraph
(f) of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 8.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.17(c) as though it were a
Lender.

          (f)  A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.16 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.16(e) as though it were a Lender.

          (g)  Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to


                                                                              78

any such pledge or assignment of a security interest; provided that no such
                                                      --------
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

          SECTION 8.05.  Survival.  All covenants, agreements, representations
                         ---------
and warranties made by the Borrower herein and in the certificates or other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated.  The provisions of Sections 2.14, 2.15, 2.16 and 8.03 and Article
VII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

          SECTION 8.06.  Counterparts; Integration; Effectiveness.  This
                         -----------------------------------------
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement
and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding


                                                                              79

upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 8.07.  Severability.  Any provision of this Agreement held to
                         -------------
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 8.08.  Right of Setoff.  If any Event of Default shall have
                         ----------------
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations then due of the Borrower now or
hereafter existing under this Agreement held by such Lender.  The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

          SECTION 8.09.  Governing Law; Jurisdiction; Consent to Service of
                         --------------------------------------------------
Process.  (a)  This Agreement shall be construed in accordance with and governed
--------
by the law of the State of New York.

          (b)  The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees, to the fullest
extent permitted under applicable law, that all claims in respect of any such
action or proceeding may be heard and determined in such New York


                                                                              80

State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent, any Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its properties in the courts of any jurisdiction.

          (c)  The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          (d)  Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 8.01.  Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

          SECTION 8.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
                         ---------------------
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 8.11.  Headings.  Article and Section headings and the Table
                         ---------
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.


                                                                              81

          SECTION 8.12.  Confidentiality.  Each of the Administrative Agent, any
                         ----------------
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent  required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement, (g) with the consent of the Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent, any Issuing
Bank or any Lender on a nonconfidential basis from a source other than the
Borrower.  For the purposes of this Section, "Information" means all information
                                              -----------
received from the Borrower relating to the Borrower or its business, other than
any such information that is available to the Administrative Agent, any Issuing
Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower.  Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

          SECTION 8.13.  Interest Rate Limitation.  Notwithstanding anything
                         -------------------------
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
                                                     -------
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
                          ------------
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable


                                                                              82

in respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but
were not payable as a result of the operation of this Section shall be cumulated
and the interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

          SECTION 8.14.  Waiver Under Existing Credit Agreement.  By their
                         ---------------------------------------
execution hereof, the undersigned Lenders that are also parties to the Credit
Agreement dated as of September 25, 1997, among the Borrower, the banks party
thereto and Morgan Guaranty Trust Company of New York, as agent for such banks,
which Lenders constitute, in the aggregate, "Required Banks" thereunder, and as
defined therein, hereby waive the provisions of such Credit Agreement that would
otherwise require advance notice for the termination of commitments thereunder
or the prepayment of loans thereunder; provided that the foregoing waiver shall
                                       --------
apply only to the termination of all commitments under such Credit Agreement and
repayment of all loans outstanding thereunder, in each case in connection with
the effectiveness of this Agreement.

          SECTION 8.15.  Collateral.  Each of the Lenders represents to the
                         -----------
Administrative Agent and each of the other Lenders that it in good faith is not
relying upon any "margin stock" (as defined in Regulation U of the Board) as
collateral in the extension or maintenance of the credit provided for in this
Agreement.  In addition, the Borrower will not use or permit any proceeds of the
Loans to be used in any manner which would violate or cause any Lender to be in
violation of Regulation U of the Board.


                                                                              83

          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.


                              THE LIMITED, INC.,

                                  by
                                    /s/ Timothy J. Faber
                                    -------------------------
                                    Name:  Timothy J. Faber
                                    Title: Vice President, Treasury/Mergers &
                              Acquisitions


                              THE CHASE MANHATTAN BANK,
                              individually and as
                              Administrative Agent,

                                  by
                                    /s/ Barry Bergman
                                    -------------------------
                                    Name:  Barry Bergman
                                    Title: Vice President


                              THE CHASE MANHATTAN BANK

                                  by
                                    /s/ Barry Bergman
                                    -------------------------
                                    Name:  Barry Bergman
                                    Title: Vice President


                              CITIBANK, N.A.

                                  by
                                    /s/ Charles C. Philipp
                                    --------------------------
                                    Name:  Charles C. Philipp
                                    Title: Vice President


                              BANK OF AMERICA, N.A.

                                  by
                                    /s/ Timothy H. Spanos
                                    -------------------------
                                    Name:  Timothy H. Spanos
                                    Title: Managing Director


                                                                              84

                              HSBC BANK USA

                                 by
                                   /s/ Steve Trepiccione
                                   --------------------------
                                   Name:  Steve Trepiccione
                                   Title: First Vice President


                              FLEET NATIONAL BANK

                                 by
                                   /s/ Judith C.E. Kelly
                                   -------------------------
                                   Name:  Judith C.E. Kelly
                                   Title: Director


                              FIRST UNION NATIONAL BANK

                                 by
                                   /s/ William F. Fox
                                   -------------------------
                                   Name:  William F. Fox
                                   Title: Vice President


                              THE BANK OF NEW YORK

                                 by
                                   /s/ Howard F. Bascom
                                   -------------------------
                                   Name:  Howard F. Bascom
                                   Title: Vice President


                              NATIONAL CITY BANK

                                 by
                                   /s/ Brian T. Strayton
                                   -------------------------
                                   Name:  Brian T. Strayton
                                   Title: Vice President



                              BANK ONE, N.A.

                                 by
                                   /s/ Debora K. Oberling
                                   -------------------------
                                   Name:  Debora K. Oberling
                                   Title: Director





                                                                              85


                                            STANDARD CHARTERED BANK

                                               by
                                                 /s/ Shafiq Ur Rahman
                                                 -------------------------
                                                 Name:  Shafiq Ur Rahman
                                                 Title: Senior Vice  President

                                               by
                                                 /s/ David B. Edwards
                                                 -------------------------
                                                 Name:  David B. Edwards
                                                 Title: Senior Vice President


                                            HUNTINGTON NATIONAL BANK

                                               by
                                                 /s/ John M. Luehmann
                                                 --------------------------
                                                 Name:  John M. Luehmann
                                                 Title: Assistant Vice President


                                            KEY BANK, N.A.

                                               by
                                                 /s/ Brendan A. Lawlor
                                                 --------------------------
                                                 Name:  Brendan A. Lawlor
                                                 Title: Vice President


                                            FIFTH THIRD BANK

                                               by
                                                 /s/ Mark Ransom
                                                 -------------------------
                                                 Name:  Mark Ransom
                                                 Title: Vice President



                                            THE NORTHERN TRUST COMPANY

                                               by
                                                 /s/ Chris McKean
                                                 -------------------------
                                                 Name:  Chris McKean
                                                 Title: Second Vice President


                                                                              86

                                            WELLS FARGO BANK, NATIONAL
                                            ASSOCIATION

                                               by
                                                 /s/ Mary D. Falck
                                                 -------------------------
                                                 Name:  Mary D. Falck
                                                 Title: Senior Vice President

                                               by
                                                 /s/ Scott Miller
                                                 -------------------------
                                                 Name:  Scott Miller
                                                 Title: Vice President


                                            BANCA DI ROMA

                                               by
                                                 /s/ Aurora Pensa
                                                 -------------------------
                                                 Name:  Aurora Pensa
                                                 Title: Vice President

                                               by
                                                 /s/ Enrico Verdoscia
                                                 -------------------------
                                                 Name:  Aurora Pensa
                                                 Title: Senior Vice President
                                                        and Branch Manager


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

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

                                               by
                                                 /s/ Juan J. Cortes
                                                 ---------------------------
                                                 Name:  Juan J. Cortes
                                                 Title: Vice President


                                                                   SCHEDULE 2.01
                                                                TO THE FIVE-YEAR
                                                                CREDIT AGREEMENT





                  LENDER                                     COMMITMENT
                  ------                                     ----------
--------------------------------------------------------------------------------
                                          

The Chase Manhattan Bank                     $117,000,000
270 Park Avenue
New York, NY 10017

Attention:  Mary McCormack
Telephone: (212) 552-7997
Telecopy:  (212) 552-5650
--------------------------------------------------------------------------------

Citibank, N.A.                               $ 81,000,000
388 Greenwich Street (21st Floor)
New York, NY 10013

Attention:   Robert S. Snell
Telephone: (212) 816-8169
Telecopy:  (212) 816-8242
--------------------------------------------------------------------------------

Bank of America, N.A.                        $ 81,000,000
100 N. Tryon Street
Charlotte, NC 28255

Attention:  Tim Spanos
Telephone: (704) 386-4507
Telecopy:  (704) 388-8268
--------------------------------------------------------------------------------

HSBC Bank USA                                $ 75,000,000
Agent Servicing Dept. (26th Floor)
One HSBC Center
Buffalo, NY 14203

Attention:  Donna L. Riley
Telephone: (716) 841-4178
Telecopy:  (716) 841-0269
--------------------------------------------------------------------------------

Fleet National Bank                          $ 75,000,000
100 Federal Street
Boston, MA 02110



--------------------------------------------------------------------------------
 Attention: Judith C. E. Kelly
 Telephone: (617) 434-5280
 Telecopy:  (617) 434-6685
--------------------------------------------------------------------------------

 First Union National Bank                              $ 60,000,000
 One South Pennsylvania Square
 Philadelphia, PA 19102

 Attention: Bill Fox
 Telephone: (215) 786-8633
 Telecopy:  (215) 786-2877
--------------------------------------------------------------------------------

 The Bank of New York                                   $ 60,000,000
 One Wall Street
 New York, NY 10286

 Attention: Bill Barnum
 Telephone: (212) 635-1019
 Telecopy:  (212) 635-1481
--------------------------------------------------------------------------------

 National City Bank                                     $ 30,000,000
 155 East Broad Street
 Columbus, OH 43215-0077

 Attention: Joseph L. Kwasny
 Telephone: (614) 463-7108
 Telecopy:  (614) 463-8572
--------------------------------------------------------------------------------

 Bank One, N.A.                                         $ 30,000,000
 1 Bank One Plaza, 14th Floor, Suite 86
 Chicago, IL 60670

 Attention: Deborah Oberling
 Telephone: (312) 732-4644
 Telecopy:  (312) 336-4380
--------------------------------------------------------------------------------

 Standard Chartered Bank                                $ 30,000,000
 7 World Trade Center
 New York, NY 10048

 Attention:  Shafiq Rahman
 Telephone: (212) 667-0366
 Telecopy:  (212) 667-0193
--------------------------------------------------------------------------------

 Huntington National Bank                               $ 21,000,000
 41 South High Street (8th Floor)
 Columbus, OH 43215

 Attention: John Luehmann
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
 Telephone: (614) 480-4400
 Telecopy:  (614) 480-5791
--------------------------------------------------------------------------------

 KeyBank, N.A.                                          $ 21,000,000
 127 Public Square
 Cleveland, OH 44114

 Attention: Brendan Lawlor
 Telephone: (216) 689-5642
 Telecopy:  (216) 689-4981
--------------------------------------------------------------------------------

 Fifth Third Bank                                       $ 15,000,000
 21 East State Street
 Columbus, OH 43215

 Attention: Mark Ranson
 Telephone: (614) 233-3929
 Telecopy:  (614) 341-2606
--------------------------------------------------------------------------------

 The Northern Trust Company                             $ 15,000,000
 50 South LaSalle
 Chicago, IL 60675

 Attention: Chris McKean
 Telephone: (312) 557-2638
 Telecopy:  (312) 444-5055
--------------------------------------------------------------------------------

 Wells Fargo Bank, N.A.                                 $ 15,000,000
 230 West Monroe, Suite 2900
 MAC E2616-190
 Chicago, IL 60606

 Attention: James Heinz
 Telephone: (312) 845-4523
 Telecopy:  (312) 553-4783
--------------------------------------------------------------------------------

 Banca di Roma                                          $ 15,000,000
 225 West Washington, Suite 1200
 Chicago, IL 60606

 Attention: Mr. James Semonchik
 Telephone: (312) 704-2629
 Telecopy:  (312) 726-3058
--------------------------------------------------------------------------------

 Banca Nazionale del Lavoro S.p.A.                      $  9,000,000
 (New York Branch)
 25 West 51st Street
 New York, NY 10019

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


--------------------------------------------------------------------------------
Attention: Juan J. Cortes
Telephone: (212) 314-0295
Telecopy:  (212) 765-2978
--------------------------------------------------------------------------------
                 TOTAL                                 $750,000,000
--------------------------------------------------------------------------------


                                                                       EXHIBIT A
                                                                TO THE FIVE-YEAR
                                                                CREDIT AGREEMENT


                                   [FORM OF]

                           ASSIGNMENT AND ACCEPTANCE


     Reference is made to the Credit Agreement dated as of July 13, 2001 (as
amended and in effect on the date hereof, the "Credit Agreement"), among The
Limited, Inc., the Lenders named therein and The Chase Manhattan Bank, as
Administrative Agent for the Lenders.  Terms defined in the Credit Agreement are
used herein with the same meanings.

     The Assignor named on the reverse hereof hereby sells and assigns, without
recourse, to the Assignee named on the reverse hereof, and the Assignee hereby
purchases and assumes, without recourse, from the Assignor, effective as of the
Assignment Date set forth on the reverse hereof, the interests set forth on the
reverse hereof (the "Assigned Interest") in the Assignor's rights and
obligations under the Credit Agreement, including, without limitation, the
interests set forth on the reverse hereof in the Commitment of the Assignor on
the Assignment Date and Competitive Loans and Revolving Loans owing to the
Assignor which are outstanding on the Assignment Date, together with the
participations in Letters of Credit and LC Disbursements held by the Assignor on
the Assignment Date, but excluding accrued interest and fees to and excluding
the Assignment Date.  The Assignee hereby acknowledges receipt of a copy of the
Credit Agreement.  From and after the Assignment Date (i) the Assignee shall be
a party to and be bound by the provisions of the Credit Agreement and, to the
extent of the Assigned Interest, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest,
relinquish its rights and be released from its obligations under the Credit
Agreement.

     This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.16(e) of the


Credit Agreement, duly completed and executed by the Assignee, and (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee.  The [Assignee/Assignor] shall pay the fee payable to the
Administrative Agent pursuant to Section 8.04(b) of the Credit Agreement.

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

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):



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

                                                  Percentage Assigned of
                                                  Facility/Commitment (set
                       Principal Amount Assigned  forth, to at least 8
                       (and identifying           decimals, as a percentage of
                       information as to          the Facility and the
Facility               individual Competitive     aggregate Commitments of all
--------                          -----------
                       Loans)                     Lenders thereunder)
--------------------------------------------------------------------------------

Commitment             $                                                     %
Assigned:
--------------------------------------------------------------------------------

Revolving Loans:
--------------------------------------------------------------------------------

Competitive Loans:
================================================================================


 The terms set forth above and on the reverse side hereof are hereby agreed to:


                                              [Name of Assignor]   , as Assignor
                                              ---------------------

                                                 By:
                                                     ____________________

                                                      Name:
                                                      Title:


                                              [Name of Assignee]   , as Assignee
                                              ---------------------

                                                 By:
                                                     ____________________

                                                      Name:
                                                      Title:


 The undersigned hereby consent to the within assignment: 1/
                                                          -

The Limited, Inc.,                                 The Chase Manhattan Bank, as
                                                          Administrative Agent,

By:                                                By:
   _____________________                            ____________________

   Name:                                              Name:
   Title:                                           Title:


[Name of Issuing Bank], as
----------------------
Issuing Bank,

By:
   _______________________

   Name:
   Title:

______________________
     1/ Consents to be included to the extent required by Section 8.04(b) of the
     -
Credit Agreement.



                                                                    Exhibit 4.10
                                                                    ------------

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





                                US$500,000,000
                      364-DAY REVOLVING CREDIT AGREEMENT


                                  dated as of


                                 July 13, 2001


                                     among


                              THE LIMITED, INC.,



                           The Lenders Party Hereto


                                      and


                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent

                          ___________________________

                         J.P. MORGAN SECURITIES INC.,
                                  as Arranger


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


                               TABLE OF CONTENTS



                                                       Pages
                                                       -----
                    ARTICLE I Definitions
                              -----------
                                                 
     SECTION 1.01.  Defined Terms......................   1
     SECTION 1.02.  Classification of Loans and
                      Borrowings.......................  19
     SECTION 1.03.  Terms Generally....................  19
     SECTION 1.04.  Accounting Terms; GAAP.............  20

                    ARTICLE II The Credits
                               -----------

     SECTION 2.01.  Commitments........................  20
     SECTION 2.02.  Loans and Borrowings...............  20
     SECTION 2.03.  Requests for Revolving Borrowings..  21
     SECTION 2.04.  Competitive Bid Procedure..........  22
     SECTION 2.05.  Funding of Borrowings..............  25
     SECTION 2.06.  Interest Elections.................  26
     SECTION 2.07.  Termination, Reduction and
                      Increase of Commitments..........  27
     SECTION 2.08.  Repayment of Loans; Evidence of
                      Indebtedness.....................  30
     SECTION 2.09.  Prepayment of Loans................  31
     SECTION 2.10.  Fees...............................  31
     SECTION 2.11.  Interest...........................  33
     SECTION 2.12.  Alternate Rate of Interest.........  35
     SECTION 2.13.  Increased Costs....................  36
     SECTION 2.14.  Break Funding Payments.............  37
     SECTION 2.15.  Taxes..............................  38
     SECTION 2.16.  Payments Generally; Pro Rata
                      Treatment; Sharing of Set-offs...  40
     SECTION 2.17.  Mitigation Obligations;
                      Replacement of Lenders...........  41
     SECTION 2.18.  Term-Out Option....................  43

               ARTICLE III Representations and Warranties
                           ------------------------------

     SECTION 3.01.  Corporate Existence and Power......  44
     SECTION 3.02.  Corporate and Governmental
                      Authorization; No Contravention..  44
     SECTION 3.03.  Binding Effect.....................  44
     SECTION 3.04.  Financial Information..............  44
     SECTION 3.05.  Litigation and Environmental
                      Matters..........................  45
     SECTION 3.06.  Subsidiaries.......................  46
     SECTION 3.07.  Not an Investment Company..........  46



                                                    
     SECTION 3.08.  ERISA................................  46
     SECTION 3.09.  Taxes................................  46
     SECTION 3.10.  Disclosure...........................  47

                    ARTICLE IV Conditions
                               ----------

     SECTION 4.01.  Effective Date.......................  47
     SECTION 4.02.  Each Credit Event....................  48

                    ARTICLE V Covenants
                              ---------

     SECTION 5.01.  Information..........................  49
     SECTION 5.02.  Maintenance of Properties............  51
     SECTION 5.03.  Maintenance of Insurance.............  51
     SECTION 5.04.  Preservation of Corporate Existence..  52
     SECTION 5.05.  Inspection of Property, Books
                      and Records........................  52
     SECTION 5.06.  Fixed Charge Coverage Ratio..........  52
     SECTION 5.07.  Debt to Capital Ratio................  52
     SECTION 5.08.  Limitations on Liens.................  52
     SECTION 5.09.  Compliance with Laws.................  54
     SECTION 5.10.  Limitations on Subsidiary
                      Indebtedness.......................  54
     SECTION 5.11.  Transactions with Affiliates.........  54
     SECTION 5.12.  Consolidations, Mergers and Sales
                      of Assets..........................  55

               ARTICLE VI Events of Default and Remedies
                          ------------------------------

     SECTION 6.01.  Events of Default....................  55
     SECTION 6.02.  Remedies.............................  60
     SECTION 6.03.  Notice of Default....................  60

                    ARTICLE VII The Administrative Agent
                                ------------------------

                          ARTICLE VIII Miscellaneous
                                       -------------

     SECTION 8.01.  Notices..............................  63
     SECTION 8.02.  Waivers; Amendments..................  64
     SECTION 8.03.  Expenses; Indemnity; Damage Waiver...  65
     SECTION 8.04.  Successors and Assigns...............  66
     SECTION 8.05.  Survival.............................  69
     SECTION 8.06.  Counterparts; Integration;
                      Effectiveness......................  70
     SECTION 8.07.  Severability.........................  70
     SECTION 8.08.  Right of Setoff......................  71
     SECTION 8.09.  Governing Law; Jurisdiction;
                      Consent to Service of Process......  71
     SECTION 8.10.  WAIVER OF JURY TRIAL.................  72
     SECTION 8.11.  Headings.............................  72
     SECTION 8.12.  Confidentiality......................  72
     SECTION 8.13.  Interest Rate Limitation.............  73
     SECTION 8.14.  Waiver Under Existing Credit
                      Agreement..........................  73




                                                                               5

                                                    
     SECTION 8.15.  Collateral...........................  74


SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.05 -- Disclosed Matters
Schedule 5.08 -- Existing Liens

EXHIBITS:
--------

Exhibit A -- Form of Assignment and Acceptance
Exhibit B-1 -- Form of Opinion of General Counsel
Exhibit B-2 -- Form of Opinion of Borrower's Counsel




         364-DAY CREDIT AGREEMENT dated as of July 13, 2001 among THE
        LIMITED, INC., the LENDERS party hereto and THE CHASE MANHATTAN
                        BANK, as Administrative Agent.

                     The parties hereto agree as follows:

                                   ARTICLE I

                                 Definitions
                                 -----------

          SECTION 1.01.  Defined Terms.  As used in this Agreement, the
                         --------------
following terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
           ---
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Administrative Agent" means The Chase Manhattan Bank, in its capacity
           --------------------
as administrative agent for the Lenders hereunder.

          "Administrative Questionnaire" means an Administrative Questionnaire
           ----------------------------
in a form supplied by the Administrative Agent.

          "Affiliate" means, with respect to a specified Person, another Person
           ---------
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
           -------------------
the greater of (a) the Prime Rate in effect on such day or (b) the Federal Funds
Effective Rate in effect on such day plus  1/2 of 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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

          "Applicable Rate" means, for any day, with respect to any Eurodollar
           ---------------
Revolving Loan, or with respect to the facility fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption


                                                                               2



"Eurodollar Spread" or "Facility Fee Rate", as the case may be, based upon the
ratings by Moody's and S&P, respectively, applicable on such date to the Index
Debt:

       =====================================================
                                 Eurodollar     Facility Fee
                                 ==========     ============
        Index Debt Ratings:        Spread          Rate
        -------------------        ------          ----
            Category 1              0.190%        0.060%
           ----------
       (less than/equal to)A/A2
       -----------------------------------------------------
            Category 2              0.305%        0.070%
           ----------
             A-/A3
       -----------------------------------------------------
            Category 3              0.400%        0.100%
           ----------
           BBB+/Baa1
       -----------------------------------------------------
            Category 4              0.500%        0.125%
           ----------
            BBB/Baa2
       -----------------------------------------------------
            Category 5              0.700%        0.175%
           ----------
       (greater than/equal to)BBB-/Baa3
       =====================================================


          For purposes of the foregoing, (a) if either Moody's or S&P shall not
have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition) the
Applicable Rate shall be determined on the basis of the rating agency that does
then have a rating for the Index Debt in effect, (b) if neither Moody's nor S&P
has in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition) then the
Index Debt shall be deemed to be rated in Category 5, (c) the Index Debt shall
be deemed to be rated in Category 5 at any time that an Event of Default has
occurred and is continuing, (d) if the ratings established or deemed to have
been established by Moody's or S&P for the Index Debt are not in the same
Category, then the Applicable Rate will be determined by reference to the
Category next above that of the lower of the two ratings and (e) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency.  Each change in an Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change.  If the rating system of Moody's or S&P shall change, or if
either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system, or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such


                                                                               3

amendment, each Applicable Rate shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

          "Assignment and Acceptance" means an assignment and acceptance entered
           -------------------------
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 8.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "Availability Period" means the period from and including the
           -------------------
Effective Date to but excluding (or, if the Borrower shall have elected to
convert Revolving Loans into a term loan on the Termination Date pursuant to
Section 2.18, including) the earlier of the Termination Date and the date of
termination of the Commitments.

          "Board" means the Board of Governors of the Federal Reserve System of
           -----
the United States of America.

          "Borrower" means The Limited, Inc., a Delaware corporation.
           --------

          "Borrowing" means (a) Revolving Loans of the same Type made converted
           ---------
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect or (b) a Competitive Loan or group of
Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect.

          "Borrowing Request" means a request by the Borrower for a Revolving
           -----------------
Borrowing in accordance with Section 2.03.

          "Business Day" means any day that is not a Saturday, Sunday or other
           ------------
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
                  --------
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

          "Capital" means, at any time of determination, the sum of Consolidated
           -------
Debt plus Consolidated Tangible Net Worth.

          "Capital Lease Obligations" of any Person means the obligations of
           -------------------------
such Person to pay rent or other amounts


                                                                               4

under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such
Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.

          "Change in Control" means (a) the acquisition of ownership, directly
           -----------------
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) other than
the Permitted Holders of shares representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the Borrower or (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
nominated by the board of directors of the Borrower nor (ii) appointed by
directors so nominated.

          "Change in Law" means (a) the adoption of any law, rule or regulation
           -------------
after (i) with respect to any Revolving Loan or the Commitments, the date of
this Agreement or (ii) with respect to any Competitive Loan, the date of the
related Competitive Bid, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after (i)
with respect to any Revolving Loan or the Commitments, the date of this
Agreement or (ii) with respect to any Competitive Loan, the date of the related
Competitive Bid, or (c) compliance by any Lender (or, for purposes of Section
2.13(b), by any lending office of such Lender or by such Lender'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 (i) with
respect to any Revolving Loan or the Commitments, the date of this Agreement or
(ii) with respect to any Competitive Loan, the date of the related Competitive
Bid.

          "Class", when used in reference to any Loan or Borrowing, refers to
           -----
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

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


                                                                               5

          "Commitment" means, with respect to each Lender, the commitment of
           ----------
such Lender to make Revolving Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or increased from time
to time pursuant to Section 2.07 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 8.04.  The
initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Commitment, as applicable.  The initial aggregate amount of the Lenders'
Commitments is $500,000,000.

          "Competitive Bid" means an offer by a Lender to make a Competitive
           ---------------
Loan in accordance with Section 2.04.

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
           --------------------
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" means a request by the Borrower for
           -----------------------
Competitive Bids in accordance with Section 2.04.

          "Competitive Loan" means a Loan made pursuant to Section 2.04.
           ----------------

          "Consolidated Debt" means, at any date of determination, the sum,
           -----------------
without duplication, of (a) the total Indebtedness of the Borrower and the
Consolidated Subsidiaries at such date, (b) an amount equal to six times the
fixed minimum store rent commitments (less related sublease income) of the
Borrower and the Consolidated Subsidiaries for the then current Fiscal Year, as
reflected in the footnotes to the most recent audited financial statements of
the Borrower, and (c) an amount equal to six times the fixed minimum store rent
commitments (less related sublease income) for the then current Fiscal Year of
any Person other than the Borrower or a Consolidated Subsidiary to the extent
Guaranteed or assumed by the Borrower or any Consolidated Subsidiary, all
determined on a consolidated basis in accordance with GAAP; provided that, for
                                                            --------
the purposes of calculating the fixed minimum store rent commitments referred to
in clause (b) or (c) above, if on or prior to the applicable date of
determination an acquisition


                                                                               6

or disposition outside of the ordinary course of business has occurred that has
the effect of increasing or decreasing any such fixed minimum store rent
commitments, then such fixed minimum store rent commitments shall be determined
on a pro forma basis to give effect to such acquisition or disposition as if
such acquisition or disposition had occurred immediately prior to the
commencement of the then current Fiscal Year.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
           -------------------
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period
and (iv) any extraordinary or nonrecurring charges for such period, and minus
(b) without duplication and to the extent included in determining such
Consolidated Net Income, any extraordinary or nonrecurring gains for such
period, all determined on a consolidated basis in accordance with GAAP.

          "Consolidated EBITDAR" means, for any period, Consolidated EBITDA for
           --------------------
such period plus, without duplication and to the extent deducted in the
determination of such Consolidated EBITDA, consolidated fixed minimum store
rental expense for such period, all determined on a consolidated basis in
accordance with GAAP; provided that, if on or prior to the applicable date of
                      --------
determination of Consolidated EBITDAR, an acquisition or disposition outside of
the ordinary course of business has occurred that has the effect of increasing
or decreasing Consolidated EBITDAR, then Consolidated EBITDAR shall be
determined on a pro forma basis to give effect to such acquisition or
disposition as if such acquisition or disposition had occurred immediately prior
to the commencement of the period for which Consolidated EBITDAR is to be
determined.

          "Consolidated Fixed Charges" means, for any period, the sum of (a)
           --------------------------
consolidated interest expense, both expensed and capitalized (including the
interest component in respect of Capital Lease Obligations), of the Borrower and
the Consolidated Subsidiaries for such period, plus (b) consolidated fixed
minimum store rental expense of the Borrower and the Consolidated Subsidiaries
for such period, all determined on a consolidated basis in accordance with GAAP;

provided that, if on or prior to the applicable date of determination of
--------
Consolidated Fixed Charges, an


                                                                               7

acquisition or disposition outside of the ordinary course of business has
occurred that has the effect of increasing or decreasing Consolidated Fixed
Charges, then Consolidated Fixed Charges shall be determined on a pro forma
basis to give effect to such acquisition or disposition as if such acquisition
or disposition had occurred immediately prior to the commencement of the period
for which Consolidated Fixed Charges is to be determined.

          "Consolidated Net Income" means, for any period, the net income or
           -----------------------
loss of the Borrower and the Consolidated Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.

          "Consolidated Subsidiary" means any Subsidiary (other than an
           -----------------------
Unrestricted Subsidiary), the accounts of which are, or are required to be,
consolidated with those of the Borrower in the Borrower's periodic reports filed
under the Securities Exchange Act of 1934.

          "Consolidated Tangible Net Worth" means, at any date of determination
           -------------------------------
(a) the aggregate amount of all common stock, preferred stock (except preferred
stock having sinking fund payments or other similar payments (but not dividends)
which are due prior to the Maturity Date), additional paid-in capital and
retained earnings (or deficit) less (b) the aggregate amount of (i) all
goodwill, licenses, patents, trademarks, copyrights, trade names, service marks,
experimental or organizational expenses and other similar intangibles and
unamortized debt discount and expense to the extent any of the foregoing arise
on or after July 6, 2001 and (ii) all investments, loans and advances by the
Borrower or any Consolidated Subsidiary in or to any Unrestricted Subsidiary,
all determined with respect to the Borrower and its Consolidated Subsidiaries on
a consolidated basis.

          "Control" means, with respect to a specified Person, the possession,
           -------
directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of such Person, whether through the ability to exercise
voting power, by contract or otherwise.  "Controlling" and "Controlled" have
                                          -----------       ----------
correlative meanings.

          "Default" means any event or condition which constitutes an Event of
           -------
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


                                                                               8

          "Disclosed Matters" means the actions, suits and proceedings and the
           -----------------
environmental matters disclosed in Schedule 3.05.

          "dollars" or "$" refers to lawful money of the United States of
           -------      -
America.

          "Effective Date" means the date on which the conditions specified in
           --------------
Section 4.01 are satisfied (or waived in accordance with Section 8.02).

          "Environmental Laws" means all applicable laws, rules, regulations,
           ------------------
codes, ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating to
the environment, preservation or reclamation of natural resources or the
management, release or threatened release of any Hazardous Material.

          "Environmental Liability" means any liability, contingent or otherwise
           -----------------------
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Consolidated Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

          "Equity Interests" means shares of capital stock, partnership
           ----------------
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

          "ERISA Affiliate" means any trade or business (whether or not
           ---------------
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.


                                                                               9

          "Eurodollar", when used in reference to any Loan or Borrowing, refers
           ----------
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the LIBO Rate.

          "Event of Default" has the meaning assigned to such term in Article
           ----------------
VI.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
           --------------
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income  by the United States of America, (b) income,
franchise or similar taxes imposed by the jurisdiction under the laws of which
such recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located or
which are imposed by reason of any present or former connection between such
Lender and the jurisdiction imposing such taxes, other than solely as a result
of this Agreement or any Loan or transaction contemplated thereby, (c) any
branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) or (b) above and (d)
in the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.17(b)), any withholding tax that (i) is in effect
and would apply to amounts payable to such Foreign Lender under applicable law
at the time such Foreign Lender becomes a party to this Agreement (or designates
a new lending office), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, under applicable law at the time of designation
of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to any withholding tax pursuant to Section 2.15(a), or
(ii) is attributable to such Foreign Lender's failure to comply with Section
2.15(e).

          "Federal Funds Effective Rate" means, for any day, the weighted
           ----------------------------
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for


                                                                              10

such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

          "Financial Officer" means the chief financial officer, principal
           -----------------
accounting officer, treasurer or controller of the Borrower.

          "Fiscal Year" means the fiscal year of the Borrower which shall
           -----------
commence on the Sunday following the Saturday on or nearest (whether following
or preceding) January 31 of one calendar year and end on the Saturday on or
nearest (whether following or preceding) January 31 of the following calendar
year.

          "Five-Year Credit Agreement" means the Five-Year
           --------------------------

Revolving Credit Agreement dated as of July 13, 2001 among the Borrower, the
lenders party thereto and The Chase Manhattan Bank, as "Administrative Agent"
under and as defined in the Five-Year Credit Agreement.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
           ----------
Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
           ---------------
Rate.

          "Foreign Lender" means any Lender that is organized under the laws of
           --------------
a jurisdiction other than that in which the Borrower is located.  For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

          "GAAP" means generally accepted accounting principles in the United
           ----
States of America.

          "Governmental Authority" means the government of the United States of
           ----------------------
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

          "Guarantee" of or by any Person (the "guarantor") means any
           ---------                            ---------
obligation, contingent or otherwise, of the


                                                                              11


guarantor guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person (the "primary obligor") in
                                                           ---------------
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided, that the term
                                                   --------
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

          "Hazardous Materials"  means all explosive or radioactive substances
           -------------------
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes in
each case which are regulated pursuant to any Environmental Law.

          "Hedging Agreement" means any interest rate protection agreement,
           -----------------
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "Indebtedness" of any Person means, without duplication, (a) all
           ------------
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person in respect of the deferred purchase price of property
(other than inventory) or services (excluding accruals and trade accounts
payable arising in the ordinary course of business), (d) all Indebtedness of
others secured by any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (e) all Guarantees by
such Person of Indebtedness of others, (f) all Capital Lease Obligations of such
Person and (g) all obligations,


                                                                              12

contingent or otherwise, of such Person in respect of bankers' acceptances.

          "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
           -----------------
Taxes.

          "Index Debt" means senior, unsecured, long-term indebtedness for
           ----------
borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

          "Information Memorandum" means the Confidential Information Memorandum
           ----------------------
dated June, 2001 relating to the Borrower and the Transactions.

          "Interest Election Request" means a request by the Borrower to convert
           -------------------------
or continue a Revolving Borrowing in accordance with Section 2.06.

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
           ---------------------
last day of each March, June, September and December, (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period and (c) with respect to any Fixed
Rate Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Fixed Rate Borrowing with an
Interest Period of more than 90 days' duration (unless otherwise specified in
the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

          "Interest Period" means (a) with respect to any Eurodollar Borrowing,
           ---------------
the period commencing on the date of such Borrowing and ending on (i) the date
that is one or two weeks thereafter or (ii) the numerically corresponding day in
the calendar month that is one, two, three or six months thereafter, in each
case as the Borrower may elect and (b) with respect to any Fixed Rate Borrowing,
the period (which shall not be less than seven days or more than 180 days)


                                                                              13

commencing on the date of such Borrowing and ending on the date specified in the
applicable Competitive Bid Request; provided, that (i) 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 a Eurodollar
Borrowing with an Interest Period of an integral number of months 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, (ii) any
Interest Period pertaining to a Eurodollar Borrowing with an Interest Period of
an integral number of months that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period and (iii) any
Interest Period that would otherwise end after the Maturity Date will end on the
Maturity Date.  For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
           -------
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
           ---------
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period.  In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
                                                 ---------
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the


                                                                              14

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.

          "Lien" means, with respect to any asset, any mortgage, deed of trust,
           ----
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset.

          "Loans" means the loans made by the Lenders to the Borrower pursuant
           -----
to this Agreement.

          "Margin" means, with respect to any Competitive Loan bearing interest
           ------
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

          "Material Adverse Effect" means a material adverse effect on (a) the
           -----------------------
business, financial position or results of operations of the Borrower and the
Consolidated Subsidiaries, taken as a whole, (b) the ability of the Borrower to
perform any of its obligations under this Agreement or (c) the rights of or
benefits available to the Lenders under this Agreement.

          "Material Indebtedness" means Indebtedness (other than the Loans), or
           ---------------------
obligations in respect of one or more Hedging Agreements, of any one or more of
the Borrower and its Consolidated Subsidiaries in an aggregate principal amount
exceeding $75,000,000.  For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of the Borrower or any Consolidated
Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Consolidated Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

          "Maturity Date" means the Termination Date or, if the Borrower
           -------------
exercises its option under Section 2.18, the first anniversary of the
Termination Date.

          "Minority Interest Disposition" means a sale, transfer or other
           -----------------------------
disposition by the Borrower or any of the


                                                                              15

Subsidiaries (including the issuer thereof) of up to 20% of the Equity Interests
in any Subsidiary of the Borrower.

          "Moody's" means Moody's Investors Service, Inc.
           -------

          "Multiemployer Plan" means a multiemployer plan as defined in Section
           ------------------
4001(a)(3) of ERISA.

          "Other Taxes" means any and all present or future recording, stamp,
           -----------
documentary, excise, property or similar taxes, charges or levies imposed by the
United States of America or any political subdivision thereof arising from any
payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
           ----
defined in ERISA and any successor entity performing similar functions.

          "Permitted Encumbrances" means:
           ----------------------

          (a) Liens imposed by law for taxes that are not yet due;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
and other like Liens imposed by law, arising in the ordinary course of business
and security obligations that are not overdue by more than 30 days;

          (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

          (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business;

          (e) judgment liens in respect of judgments that do not constitute an
Event of Default under clause (j) of Section 6.01; and

          (f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially


                                                                              16

detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
--------
securing Indebtedness.

          "Permitted Holders" means Leslie H. Wexner, all descendants of any of
           -----------------
his grandparents, any spouse or former spouse of any of the foregoing, any
descendant of any such spouse or former spouse, the estate of any of the
foregoing, any trust for the benefit, in whole or in part, of one or more of the
foregoing and any corporation, limited liability company, partnership or other
entity Controlled by one or more of the foregoing.

          "Person" means any natural person, corporation, limited liability
           ------
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan"  means any employee pension benefit plan (other than a
           ----
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Prime Rate" means the rate of interest per annum publicly announced
           ----------
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

          "Register" has the meaning set forth in Section 8.04.
           --------

          "Related Parties" means, with respect to any specified Person, such
           ---------------
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

          "Required Lenders" means, at any time, Lenders having Revolving Credit
           ----------------
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
                                                                      --------
that, for purposes of declaring the Loans to be due


                                                                              17

and payable pursuant to Article VI, and for all purposes after the Loans become
due and payable pursuant to Article VI or the Commitments expire or terminate,
the outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

          "Revolving Credit Exposure" means, with respect to any Lender at any
           -------------------------
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans at such time.

          "Revolving Loan" means a Loan made pursuant to Section 2.03.
           --------------

          "S&P" means Standard & Poor's Ratings Services.
           ---

          "Statutory Reserve Percentage" means for any day the percentage
           ----------------------------
(expressed as a decimal) that is in effect on such day, as prescribed by the
Board, for determining the maximum reserve requirement for a member bank of the
Federal Reserve System for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board).  Such reserve
percentage shall include those imposed pursuant to such Regulation D.  The
Statutory Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

          "subsidiary" means, with respect to any Person (the "parent") at any
           ----------                                          ------
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Borrower.
           ----------

          "Taxes" means any and all present or future taxes, levies, imposts,
           -----
duties, deductions, charges or withholdings imposed by any Governmental
Authority.


                                                                              18

          "Termination Date" means July 13, 2002, subject to extension pursuant
           ----------------
to Section 2.07(d).

          "Transactions" means the execution, delivery and performance by the
           ------------
Borrower of this Agreement, the borrowing of Loans and the use of the proceeds
thereof.

          "Type", when used in reference to any Loan or Borrowing, refers to
           ----
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate
or a Fixed Rate.

          "Unfunded Liabilities" means, with respect to any Plan at any time,
           --------------------
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plan, but only (i) to the extent that such excess represents a potential
liability of the Borrower or any ERISA Affiliate to the PBGC or any other Person
under Title IV of ERISA or (ii) with respect to a Plan which is a Multiemployer
Plan as described in Section 4001(a)(3) of ERISA, to the extent of the Unfunded
Liabilities of such Plan allocable to the Borrower or any ERISA Affiliate under
Section 4212 of ERISA.

          "Unrestricted Subsidiary" means any Subsidiary designated as an
           -----------------------
Unrestricted Subsidiary in a written notice sent at any time after the date of
this Agreement by the Borrower to the Administrative Agent which is engaged (a)
primarily in the business of making or discounting loans, making advances,
extending credit or providing financial accommodation to, or purchasing the
obligations of, others; (b) primarily in the business of insuring property
against loss and subject to regulation as an insurance company by any
Governmental Authority; (c) exclusively in the business of owning or leasing,
and operating, aircraft and/or trucks; (d) primarily in the ownership,
management, leasing or operation of real estate, other than parcels of real
estate with respect to which 51% or more of the rentable space is used by the
Borrower or a Consolidated Subsidiary in the normal course of business; or (e)
primarily as a carrier transporting goods in both intrastate and interstate
commerce, provided that (i) the Borrower may by notice to the Administrative
          --------
Agent change the designation of any Subsidiary described in subparagraphs


                                                                              19

(a) through (e) above, but may do so only once during the term of this
Agreement, (ii) the designation of a Subsidiary as an Unrestricted Subsidiary
more than 30 days after the creation or acquisition of such Subsidiary where
such Subsidiary was not specifically so designated within such 30 days shall be
deemed to be the only permitted change in designation and (iii) immediately
after the Borrower designates any Subsidiary whether now owned or hereafter
acquired or created as an Unrestricted Subsidiary or changes the designation of
a Subsidiary from an Unrestricted Subsidiary to a Consolidated Subsidiary, the
Borrower and all Consolidated Subsidiaries would be in compliance with all of
the provisions of this Agreement.

          "Value" means, when used in Section 6.01(e) with respect to
           -----
investments in and advances to a Consolidated Subsidiary, the book value thereof
immediately before the relevant event or events referred to in Section 6.01(e)
occurred with respect to such Consolidated Subsidiary.

          "Withdrawal Liability" means 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.

          SECTION 1.02.  Classification of Loans and Borrowings.  For purposes
                         ---------------------------------------
of this Agreement, Loans may be classified and referred to by Class (e.g., a
                                                                     ----
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
                              ----
(e.g., a "Eurodollar Revolving Loan").  Borrowings also may be classified and
-----
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
                      ----                                       ----
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
                                              ----
Borrowing").

          SECTION 1.03.  Terms Generally.  The definitions of terms herein shall
                         ----------------
apply equally to 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"
shall be deemed to be followed by the phrase "without limitation".  The word
"will" shall be construed to have the same meaning and effect as the word
"shall".  Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to


                                                                              20

any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

          SECTION 1.04.  Accounting Terms; GAAP.  Except as otherwise expressly
                         -----------------------
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
                                                                   --------
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until  such notice shall have
been withdrawn or such provision  amended in accordance herewith.


                                  ARTICLE II

                                  The Credits
                                  -----------


                                                                              21


          SECTION 2.01. Commitments. Subject to the terms and conditions set
                        -----------
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in an aggregate principal amount
that (after giving effect to the making of such Revolving Loans and any
concurrent repayment of Loans) will not result in (a) such Lender's Revolving
Credit Exposure exceeding such Lender's Commitment or (b) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the total Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be
                        --------------------
made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
                                                       --------
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

          (b)  Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith, and (ii) each Competitive Borrowing shall be comprised
entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender 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.

          (c)  At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $20,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $20,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
--------
equal to the entire unused balance of the total Commitments. Each Competitive
Borrowing shall be in an


                                                                              22

aggregate amount that is an integral multiple of $1,000,000 and not less than
$20,000,000. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total of
               --------
12 Eurodollar Revolving Borrowings outstanding.

          SECTION 2.03. Requests for Revolving Borrowings. To request a
                        ---------------------------------
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

          (i)   the aggregate amount of the requested Borrowing;

          (ii)  the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (iv)  in the case of a Eurodollar Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period"; and

          (v)   the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.05.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration.  Promptly following receipt of a  Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender


                                                                              23

of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

          SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and
                        -------------------------
conditions set forth herein, from time to time during the Availability Period
the Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided
                                                                     --------
that the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans at any time (after giving
effect to the borrowing of such Competitive Loans and any concurrent repayment
of Loans) shall not exceed the total Commitments. To request Competitive Bids,
the Borrower shall notify the Administrative Agent of such request by telephone,
(a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, four Business Days before the date of the proposed Borrowing and (b)
in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City
time, one Business Day before the date of the proposed Borrowing; provided that
                                                                  --------
the Borrower may submit up to (but not more than) five Competitive Bid Requests
on the same day, but a Competitive Bid Request shall not be made within three
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Competitive Bid Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.02:

          (i)   the aggregate amount of the requested Borrowing;

          (ii)  the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be a Eurodollar Borrowing or a
     Fixed Rate Borrowing;

          (iv)  the Interest Period to be applicable to such Borrowing, which
     shall be a period contemplated by the definition of the term "Interest
     Period"; and


                                                                              24

          (v)   the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.05.
Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

          (b)  Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the Borrower in response to a Competitive Bid
Request.  Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, (x) in the case of a Eurodollar Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before the proposed date of
such Competitive Borrowing and (y) in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing.  Competitive Bids that do not conform substantially to
the form approved by the Administrative Agent may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the applicable
Lender as promptly as practicable.  Each Competitive Bid shall specify (i) the
principal amount (which shall be a minimum 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 Lender is willing to make, (ii) the Competitive Bid Rate or Rates
at which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

          (c)  The Administrative Agent shall promptly notify the Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid  and the identity of the Lender that shall have made such
Competitive Bid.

          (d)  Subject only to the provisions of this paragraph, the Borrower
may accept or reject any Competitive Bid.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (x) in the case of a Eurodollar Competitive
Borrowing, not later than


                                                                              25

10:30 a.m., New York City time, three Business Days before the date of the
proposed Competitive Borrowing and (y) in the case of a Fixed Rate Borrowing,
not later than 10:30 a.m., New York City time, on the proposed date of the
Competitive Borrowing; provided that (i) the failure of the Borrower to give
                       --------
such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the
Borrower shall not accept a Competitive Bid made at a particular Competitive Bid
Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid
Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
Borrower shall not exceed the aggregate amount of the requested Competitive
Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) above, the Borrower may accept Competitive
Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata
in accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided further that if a
                                                      ----------------
Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the
Borrower. A notice given by the Borrower pursuant to this paragraph shall be
irrevocable.

          (e)  The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

          (f)  If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the Borrower at least one quarter of an hour earlier than the time by which
the other Lenders are required to submit their


                                                                              26

Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this
Section.

          SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each
                        ---------------------
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. 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 maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request or
Competitive Bid Request.

          (b)  Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the greater of the interest rate applicable to the Loans of the other Lenders
included in the applicable Borrowing and a rate determined by the Administrative
Agent to equal its cost of funds for funding such amount.  If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

          SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing
                        ------------------
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial


                                                                              27

Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

          (b)    To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

          (c)    Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i)   the Borrowing to which such Interest Election Request applies
     and, if different options are being elected with respect to different
     portions thereof, the portions thereof to be allocated to each resulting
     Borrowing (in which case the information to be specified pursuant to
     clauses (iii) and (iv) below shall be specified for each resulting
     Borrowing);

          (ii)  the effective date of the election made pursuant to such
     Interest Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv)  if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a


                                                                              28

     period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d)  Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

          (e)  If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.

          SECTION 2.07. Termination, Reduction and Increase of Commitments. (a)
                        --------------------------------------------------
Unless previously terminated, the Commitments shall terminate on the Termination
Date, subject to the Borrower's option to extend the Termination Date pursuant
to paragraph (d) of this Section.

          (b)  The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
                         --------
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $25,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.09, the sum of the Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans would exceed the
total Commitments.

          (c)  The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof.  Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
                                                        --------
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the


                                                                              29

effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.

          (d)  The Borrower may, by notice to the Administrative Agent (which
shall promptly deliver a copy to each of the Lenders) given not less than 45
days and not more than 60 days prior to the Termination Date at any time in
effect, request that the Lenders extend the Termination Date for an additional
period of not more than 364 days as specified in such notice; provided that the
                                                              --------
Borrower may exercise such option no more than a total of three times. Each
Lender shall, by notice to the Borrower and the Administrative Agent given not
earlier that the 30th day and not later than the 25th day prior to the
Termination Date then in effect, advise the Borrower whether or not it agrees to
such extension on the terms set forth in such notice.  Any Lender that has not
so advised the Borrower and the Administrative Agent by such day shall be deemed
to have declined to agree to such extension.  If the Borrower shall have
requested and Lenders representing more than 50% of the aggregate Commitments
shall have agreed to an extension of the Termination Date, then the Termination
Date shall be extended for the additional period and on the terms specified in
the Borrower's notice.  The decision to agree or withhold agreement to any
extension of the Termination Date hereunder shall be at the sole discretion of
each Lender.  The Commitments of any Lender that has declined to agree to any
requested extension of the Termination Date (a "Non-Extending Lender") shall
                                                --------------------
terminate on the Termination Date in effect prior to giving effect to any such
extension (the "Existing Termination Date"), and the principal amount of any
                -------------------------
outstanding Loans accepted by such Lender, together with any accrued interest
thereon, and any accrued fees and other amounts payable to or for the account of
such Lender hereunder, shall be due and payable on the Existing Termination
Date.  Notwithstanding the foregoing provisions of this paragraph, the Borrower
shall have the right, pursuant to Section 2.17(b), to replace a Non-Extending
Lender with a Lender or other financial institution that will agree to an
extension of the Termination Date.

          (e)  The Borrower may, by written notice to the Administrative Agent,
executed by the Borrower and one or


                                                                              30

more financial institutions (any such financial institution referred to in this
Section being called an "Increasing Lender"), which may include any Lender,
                         -----------------
cause Commitments of the Increasing Lenders to become effective (or, in the case
of an Increasing Lender that is an existing Lender, cause its Commitment to be
increased, as the case may be) in an amount for each Increasing Lender set forth
in such notice, provided, that (i) the aggregate amount of all new Commitments
                --------
and increases in existing Commitments pursuant to this paragraph during the term
of this Agreement shall not exceed $150,000,000, (ii) each Increasing Lender, if
not already a Lender hereunder, shall be subject to the approval of the
Administrative Agent (which approval shall not be unreasonably withheld) and
(iii) each Increasing Lender, if not already a Lender hereunder, shall become a
party to this Agreement by completing and delivering to the Administrative Agent
a duly executed accession agreement in a form satisfactory to the Administrative
Agent and the Borrower. New Commitments and increases in Commitments pursuant to
this Section shall become effective on the date specified in the applicable
notices delivered pursuant to this Section. Following any extension of a new
Commitment or increase of a Lender's Commitment pursuant to this paragraph, any
Revolving Loans outstanding prior to the effectiveness of such increase or
extension shall continue outstanding until the ends of the respective Interests
Periods applicable thereto, and shall then be repaid or refinanced with new
Revolving Loans made pursuant to Section 2.01. Following any increase in the
Commitments pursuant to this paragraph, the Borrower will use its reasonable
best effort to ensure that, to the extent there are outstanding Revolving Loans,
each Lender's outstanding Revolving Loans will be in accordance with such
Lender's pro rata portion of the Commitments.


          SECTION 2.08. Repayment of Loans; Evidence of Indebtedness. (a) The
                        --------------------------------------------
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the
account of each Lender that shall have made any Competitive Loan the then unpaid
principal amount of each Competitive Loan of such Lender on the last day of the
Interest Period applicable to such Loan.

          (b)  Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the


                                                                              31


indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

          (c)  The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

          (d)  The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
                                    ----- -----
amounts of the obligations recorded therein; provided that the failure of any
                                             --------
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

          (e)  Any Lender may request that Loans made by it be evidenced by a
promissory note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 8.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have the
                        -------------------
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section;
provided that the Borrower shall not have the right to prepay any Competitive
--------
Loan without the prior consent of the Lender thereof.

          (b)  The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a


                                                                              32

Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment and (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York
City time, on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given
                               --------
in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.07, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.07. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in the case of an advance of a Revolving Borrowing of the same Type
as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.11.

          SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
                        ----
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the
Effective Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure
--------
(or an outstanding term loan pursuant to Section 2.18) after its Commitment
terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender's Revolving Credit Exposure (or outstanding term loan) from and
including the date on which its Commitment terminates to but excluding the date
on which such Lender ceases to have any Revolving Credit Exposure (or the date
on which such term loan is repaid in full). Accrued facility fees shall be
payable in arrears on the last day of March, June, September and December of
each year and on the Maturity Date, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the
                       --------
Maturity Date shall be payable on demand. All facility fees 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).


                                                                              33

          (b)  The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee, which shall accrue at a rate of 0.125%
per annum on all Revolving Loans during any period that the sum of (i) the
aggregate Competitive Loans and Revolving Loans and (ii) the aggregate
"Competitive Loans" and "Revolving Loans" under and as defined in the Five-Year
Credit Agreement are equal to or in excess of 50% of the sum of the aggregate
Commitments and the aggregate "Commitments" under and as defined in the Five-
Year Credit Agreement; provided that if any Lender continues to have any
                       --------
Revolving Credit Exposure (or an outstanding term loan pursuant to Section 2.18)
when its Commitment terminates, then such utilization fee shall continue to
accrue during any period that the sum of (i) the aggregate Competitive Loans,
Revolving Loans and term loans outstanding pursuant to Section 2.18 and (ii) the
aggregate "Competitive Loans" and "Revolving Loans" under and as defined in the
Five-Year Credit Agreement are equal to or in excess of 50% of the sum of the
aggregate Commitments immediately before termination of the Commitments on the
Termination Date and the aggregate "Commitments" under and as defined in the
Five-Year Credit Agreement.  Accrued utilization fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the Maturity Date (or the date on which such term loan is repaid in full),
commencing on the first such date to occur after the date hereof; provided that
                                                                  --------
any utilization fees accruing after the Maturity Date shall be payable on
demand.  All utilization fees will be calculated on the basis of actual days
elapsed in a year of 360 days (including the first day but excluding the last
day).

          (c)  The Borrower agrees to pay to the Administrative Agent, for its
own account, fees in the amounts and at the times separately agreed upon between
the Borrower and the Administrative Agent.

          (d)  All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees and utilization fees, to the Lenders.  Fees paid shall
not be refundable under any circumstances.

          SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
                        --------
shall bear interest at the Alternate Base Rate.


                                                                              34

          (b)  The Loans comprising each Eurodollar Borrowing shall bear
interest (i) in the case of a Eurodollar Revolving Loan, at the LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate, or
(ii) in the case of a Eurodollar Competitive Loan, at the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

          (c)  Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

          (d)  Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

          (e)  (i) For so long as any Lender maintains reserves against
"Eurocurrency liabilities" (or any other category of liabilities which includes
deposits by reference to which the interest rate on Eurodollar Revolving Loans
is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States
residents), and as a result the cost to such Lender (or its lending office for
Eurodollar Revolving Loans) of making or maintaining its Eurodollar Revolving
Loans is increased, then such Lender may require the Borrower to pay,
contemporaneously with each payment of interest on any Eurodollar Revolving Loan
of such Lender, additional interest on such Eurodollar Revolving Loan for the
Interest Period of such Eurodollar Revolving Loan at a rate per annum up to but
not exceeding the excess of (A)(x) the applicable LIBO Rate divided by (y) one
minus the Statutory Reserve Percentage over (B) the rate specified in the
preceding clause (x).

          (ii) Any Lender wishing to require payment of additional interest (x)
shall so notify the Borrower and the Administrative Agent, in which case such
additional interest on the Eurodollar Revolving Loans of such Lender shall be
payable to such Lender at the place indicated in such notice


                                                                              35

with respect to each Interest Period commencing at least three Business Days
after the giving of such notice and (y) shall furnish to the Borrower at least
five Business Days prior to each date on which interest is payable on the
Eurodollar Revolving Loans an officer's certificate setting forth the amount to
which such Lender is then entitled under this Section (which shall be consistent
with such Lender's good faith estimate of the level at which the related
reserves are maintained by it). Each such certificate shall be accompanied by
such information as the Borrower may reasonably request as to the computation
set forth therein.

          (f)  Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant to
                                --------
paragraph (d) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

          (g)  All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).  The applicable Alternate Base Rate or
LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.12. Alternate Rate of Interest. If prior to the commencement
                        --------------------------
of any Interest Period for a Eurodollar Borrowing:

          (a)  the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the LIBO Rate for such Interest Period; or


                                                                              36

          (b)  the Administrative Agent is advised by the Required Lenders (or,
     in the case of a Eurodollar Competitive Loan, the Lender that is required
     to make such Loan) that the LIBO Rate for such Interest Period will not
     adequately and fairly reflect the cost to such Lenders (or Lender) of
     making or maintaining their Loans (or its Loan) included in such Borrowing
     for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter, but not
later than 10:00 A.M. (New York City time) on the first day of such Interest
Period, and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i)
any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, then, unless the Borrower notifies the
Administrative Agent by 12:00 noon (New York City time) on the date of such
Borrowing that it elects not to borrow on such date, such Borrowing shall be
made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar
Competitive Borrowing shall be ineffective; provided that if the circumstances
                                            --------
giving rise to such notice do not affect all the Lenders, then requests by the
Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby.

          SECTION 2.13. Increased Costs. (a)  If any Change in Law shall:
                        ----------------

          (i)  impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Statutory Reserve Percentage); or

          (ii) impose on any Lender or the London interbank market any other
     condition affecting this Agreement or Eurodollar Loans made by such Lender
     (other than an imposition or change in Taxes, Other Taxes or Excluded
     Taxes, or any Change in Law relating to capital requirements or the rate of
     return on capital, with


                                                                              37

     respect to which Section 2.15 and paragraph (b) of this Section,
     respectively, shall apply);

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining, or reduce the amount receivable by any Lender
with respect to, any Eurodollar Loan (or of maintaining its obligation to make
any such Loan), then the Borrower will pay to such Lender such additional amount
or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

          (b)  If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

          (c)  A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error.  The Borrower shall pay
such Lender the amount shown as due on any such certificate within 15 days after
receipt thereof.

          (d)  Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
                          --------
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
-------- ------
or reductions is retroactive, then the 180-day period referred to above shall


                                                                              38

be extended to include the period of retroactive effect thereof.

          (e)  Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

          SECTION 2.14. Break Funding Payments. In the event of (a) the payment
                        ----------------------
of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.09(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.17, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event which, in the reasonable judgment of such Lender,
such Lender (or an existing or prospective participant in a related Loan)
incurred, including any loss incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of margin for the period after
any such payment. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 15 days after receipt thereof.

          SECTION 2.15. Taxes. (a) Any and all payments by or on account of any
                        -----
obligation of the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
                                                    --------
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all


                                                                              39

required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or Lender (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 Governmental
Authority in accordance with applicable law.

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

          (c)  The Borrower shall indemnify the Administrative Agent and each
Lender within 15 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided, that the Borrower shall not be obligated to make payment to
           --------
such Lender or Administrative Agent for penalties, interest or expenses
attributable to the gross negligence or wilful misconduct of such Lender or
Administrative Agent.  A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

          (d)  As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e)  Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect


                                                                              40

to payments under this Agreement shall deliver to the Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate, provided that such Foreign Lender has
received written notice from the Borrower advising it of the availability of
such exemption or reduction and containing all applicable documentation.

          (f) If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay over
such refund to the Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
              --------
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority.  This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

          SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Set-
                         ------------------------------------------------------
offs. (a) The Borrower shall make each payment required to be made by it
----
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.13, 2.14 or 2.15, or otherwise) on the date when due, in immediately
available funds, without set-off or counterclaim, and the Borrower agrees to
instruct its bank which will be transmitting such funds with respect to such
payments not later than 10:00 A.M. (New York City time) on the date when due.
All such payments shall be made to the Administrative Agent at its offices at
270 Park Avenue, New York, New York, except that payments pursuant to


                                                                              41


Sections 2.13, 2.14, 2.15 and 8.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

          (b)  If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied towards payment of
principal, interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal, interest and fees
then due to such parties.

          (c)  If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; provided that (i) if any
                                                      --------
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply).  The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so


                                                                              42

under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

          (d)  Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

          (e)  If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05(b) or 2.16(d) then the Administrative Agent may,
in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

          SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.  (a)
                         -----------------------------------------------
If any Lender requests compensation under Section 2.13 or additional interest
under Section 2.11(e), or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.15, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.13, 2.11(e) or 2.15, as the case may be, in the future and


                                                                              43

(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.

          (b)  If any Lender requests compensation under Section 2.13 or
additional interest under Section 2.11(e), or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.15, or if any Lender defaults in its
obligation to fund Loans hereunder, or if any Lender fails to agree to an
extension of the Termination Date as provided in Section 2.07(d), then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 8.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the
                          --------
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans), accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13, additional interest under Section 2.11(e) or
payments required to be made pursuant to Section 2.15, such assignment will
result in a material reduction in such compensation or payments.  A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.

          (c)  In connection with any proposed amendment, modification or waiver
of or with respect to any provision of this Agreement (a "Proposed Change")
                                                          ---------------
requiring the consent of all Lenders, if the consent of the Required Lenders to
such Proposed Change is obtained, but the consent to such Proposed Change of
other Lenders whose consent is


                                                                              44

required is not obtained (any such Lender whose consent is not obtained as
described in this Section 2.17(c) being referred to as a "Non-Consenting
                                                          --------------
Lender"), then the Borrower may, at its sole expense and effort, upon notice to
------
each Non-Consenting Lender and the Administrative Agent, require each Non-
Consenting Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 8.04) all its interests,
rights and obligations under this Agreement (other than any outstanding
Competitive Loans held by it) to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrower shall have received the prior written consent of
--------
the Administrative Agent, which consent shall not be unreasonably withheld, (ii)
such Non-Consenting Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans), accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
the Borrower shall not be permitted to require any Non-Consenting Lender to make
any such assignment unless all Non-Consenting Lenders are required to make such
assignments and, as a result thereof, the Proposed Change will become effective.

          SECTION 2.18.  Term-Out Option.  The Borrower may, so long as no
                         ----------------
Default shall have occurred and be continuing and upon 60 days' prior written
notice to the Administrative Agent, convert Revolving Loans outstanding on the
Termination Date into a term loan that will mature on the first anniversary of
the Termination Date; provided that all Commitments will terminate on the
                      --------
Termination Date, and additional Borrowings will not be permitted after the
Termination Date. This Section shall not apply to Competitive Loans.  After the
Termination Date, any term loans outstanding as a result of the exercise by the
Borrower of its rights under this Section shall continue to constitute Revolving
Loans for purposes of this Agreement.



                                  ARTICLE III

                        Representations and Warranties
                        ------------------------------


                                                                              45

          The Borrower represents and warrants to the Lenders that:

          SECTION 3.01.  Corporate Existence and Power.  The Borrower is a
                         ------------------------------
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all corporate power and authority required
to carry on its business as now conducted.

          SECTION 3.02.  Corporate and Governmental Authorization; No
                         --------------------------------------------
Contravention.  The execution, delivery and performance by the Borrower of this
--------------
Agreement and the Transactions are within the Borrower's corporate power, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official (other
than the filing of reports with the Securities and Exchange Commission) and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation or bylaws of the Borrower
or of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower.

          SECTION 3.03.  Binding Effect.  This Agreement has been duly executed
                         ---------------
and delivered by the Borrower and constitutes a valid and binding obligation of
the Borrower, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

          SECTION 3.04.  Financial Information.  (a) The consolidated balance
                         ----------------------
sheet of the Borrower and the Subsidiaries and the related consolidated
statements of income, shareholders' equity and cash flows as of and for (i)
Fiscal Year 2000, reported on by PricewaterhouseCoopers L.L.P. and set forth in
the Borrower's Annual Report on Form 10-K for Fiscal Year 2000, a copy of which
has been delivered to each of the Lenders, and (ii) the first fiscal quarter of
Fiscal Year 2001, certified by a Financial Officer, in each case fairly present,
in conformity with GAAP, the consolidated financial position of the Borrower and
the Subsidiaries as of such date and their consolidated results of operations
and cash flows for such Fiscal Year or portion of such Fiscal Year, as
applicable.


                                                                              46

          (b)  From February 3, 2001 to the Effective Date, there has been no
material adverse change in the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries, considered as a
whole.

          SECTION 3.05.  Litigation and Environmental Matters.  (a) There is no
                         -------------------------------------
action, suit or proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any Consolidated Subsidiaries
before any court or arbitrator or any governmental body, agency or official in
which there is, in the good faith judgment of the Borrower (which shall be
conclusive), a reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Borrower and the Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validity or enforceability of this Agreement.

          (b)  Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, are not reasonably
expected in the good faith judgment of the Borrower (which shall be conclusive)
to materially adversely affect the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries considered as a
whole, neither the Borrower nor any of the Consolidated Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

          (c)  Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate in the
good faith judgment of the Borrower (which shall be conclusive), has resulted in
a material adverse effect on the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries considered as a
whole.

          SECTION 3.06.  Subsidiaries.  Each of the Consolidated Subsidiaries is
                         -------------
a corporation duly incorporated, validly existing and, to the extent applicable,
in good standing under the laws of its


                                                                              47

jurisdiction of incorporation, and has all corporate power and authority
required to carry on its business as now conducted except to the extent that the
failure of any such Consolidated Subsidiary to be so incorporated, existing or
in good standing or to have such power and authority is not reasonably expected
by the Borrower to have a material adverse effect on the business, financial
position or results of operations of the Borrower and the Consolidated
Subsidiaries considered as a whole.

          SECTION 3.07.  Not an Investment Company.  The Borrower is not an
                         --------------------------
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

          SECTION 3.08.  ERISA.  The Borrower and its ERISA Affiliates (a) have
                         ------
fulfilled their material obligations under the minimum funding standards of
ERISA and the Code with respect to each Plan, (b) are in compliance in all
material respects with the presently applicable provisions of ERISA and the Code
and (c) have not incurred any liability in excess of $75,000,000 to the PBGC or
a Plan under Title IV of ERISA other than a liability to PBGC for premiums under
Section 4007 of ERISA; provided, that this sentence shall not apply to (i) any
                       --------
ERISA Affiliate as described in Section 414(m) of the Code (other than the
Borrower or a Subsidiary) or any Plan maintained by such an ERISA Affiliate or
(ii) any Multiemployer Plan.  The Borrower and its Subsidiaries have made all
material payments to Multiemployer Plans which they have been required to make
under the related collective bargaining agreement or applicable law.

          SECTION 3.09.  Taxes.  The Borrower and its Subsidiaries have filed
                         ------
all United States federal income tax returns and all other material tax returns
which, in the opinion of the Borrower, are required to be filed by them and have
paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any Subsidiary, except for assessments which are
being contested in good faith by appropriate proceedings.  The charges, accruals
and reserves on the books of the Borrower and Subsidiaries in respect of taxes
or other governmental charges are, in the opinion of the Borrower, adequate.

          SECTION 3.10.  Disclosure.  The Information Memorandum, the financial
                         -----------
statements delivered pursuant to Section 5.01(a)(i) and (ii), the registration
statements delivered pursuant to Section 5.01(a)(vi) (in each case in


                                                                              48

the form in which such registration statements were declared effective, as
amended by any post-effective amendments thereto) and the reports on Forms 10-K,
10-Q and 8-K delivered pursuant to Section 5.01(a)(vi), do not, taken as a whole
and in each case as of the date thereof, contain any material misstatement of
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected financial information, the
            --------
Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.



                                  ARTICLE IV

                                  Conditions
                                  ----------

          SECTION 4.01.  Effective Date.  The obligations of the Lenders to make
                         ---------------
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 8.02):

          (a)  The Administrative Agent (or its counsel) shall have received
     from each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b)  The Administrative Agent shall have received a written opinion
     (addressed to the Administrative Agent and the Lenders and dated the
     Effective Date) of each of (i) Samuel P. Fried, Esq., General Counsel of
     the Borrower, and (ii) Davis Polk & Wardwell, counsel for the Borrower,
     substantially in the form of Exhibits B-1 and B-2, respectively, and
     covering such other matters relating to the Borrower, this Agreement or the
     Transactions as the Required Lenders shall reasonably request.  The
     Borrower hereby requests such counsel to deliver such opinions.

          (c)  The Administrative Agent shall have received such documents and
     certificates as the Administrative


                                                                              49

     Agent or its counsel may reasonably request relating to the organization,
     existence and good standing of the Borrower, the authorization of the
     Transactions and any other legal matters relating to the Borrower, this
     Agreement or the Transactions, all in form and substance satisfactory to
     the Administrative Agent and its counsel.

          (d)  The Administrative Agent shall have received a certificate, dated
     the Effective Date and signed by the President, a Vice President or a
     Financial Officer of the Borrower, confirming compliance with the
     conditions set forth in paragraphs (a) and (b) of Section 4.02.

          (e)  The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Effective Date, including, to
     the extent invoiced, reimbursement or payment of all out-of-pocket expenses
     required to be reimbursed or paid by the Borrower hereunder.

          (f)  The Administrative Agent shall have received evidence
     satisfactory to it of the termination of lending commitments under, and the
     payment of all amounts outstanding under, the Credit Agreement dated as of
     September 25, 1997, among the Borrower, the banks party thereto and Morgan
     Guaranty Trust Company of New York, as agent for such banks.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 8.02) at or prior to 3:00 p.m., New York City time, on July
16, 2001 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

          SECTION 4.02.  Each Credit Event.  The obligation of each Lender to
                         ------------------
make a Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

          (a)  The representations and warranties of the Borrower set forth in
     this Agreement shall be true and correct on and as of the date of such
     Borrowing.


                                                                              50

          (b)  At the time of and immediately after giving effect to such
     Borrowing no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.



                                   ARTICLE V

                                   Covenants
                                   ---------

          The Borrower agrees that, so long as any Lender has any Commitment
hereunder or any amount payable hereunder remains unpaid:

          SECTION 5.01.  Information.  (a) The Borrower will deliver to the
                         ------------
Administrative Agent and each of the Lenders:

          (i)    as soon as available and in any event within 120 days after the
     end of each Fiscal Year, the Annual Report of the Borrower on Form 10-K for
     such Fiscal Year, containing financial statements reported on in a manner
     acceptable to the Securities and Exchange Commission by
     PricewaterhouseCoopers L.L.P. or other independent public accountants of
     nationally recognized standing selected by the Borrower;

          (ii)   as soon as available and in any event within 60 days after the
     end of each of the first three quarters of each Fiscal Year, a copy of the
     Borrower's report on Form 10-Q for such quarter with the financial
     statements therein contained to be certified (subject to normal year end
     adjustments) as to fairness of presentation, generally accepted accounting
     principles (except footnotes) and consistency, by a Financial Officer;

          (iii)  simultaneously with the delivery of each set of financial
     statements referred to in clauses (a) and (b) above, a certificate of a
     Financial Officer (1) setting forth in reasonable detail the calculations
     required to establish whether the Borrower was in compliance with the
     requirements of Sections 5.06 and 5.07 on the date of such financial
     statements and


                                                                              51

     (2) stating whether, to the best knowledge of such Financial Officer, any
     Default exists on the date of such certificate and, if any Default then
     exists, setting forth the details thereof and the action which the Borrower
     is taking or proposes to take with respect thereto;

          (iv)    simultaneously with the delivery of each set of financial
     statements referred to in clause (a) above, a statement of the firm of
     independent public accountants which reported on such statements whether
     anything has come to their attention to cause them to believe that any
     Default existed on the date of such statements (insofar as such pertains to
     accounting matters);

          (v)     promptly upon the mailing thereof to the stockholders of the
     Borrower generally, copies of all financial statements, reports and proxy
     statements so mailed;

          (vi)    promptly upon the filing thereof, copies of all registration
     statements (other than the exhibits, thereto and any registration
     statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q
     and 8-K (or their equivalents) which the Borrower shall have filed with the
     Securities and Exchange Commission;

          (vii)   within four Business Days of any executive officer of the
     Borrower or any Financial Officer obtaining knowledge of any condition or
     event recognized by such officer to be a Default, a certificate of a
     Financial Officer setting forth the details thereof and the action which
     the Borrower is taking or proposes to take with respect thereto;

          (viii)  if and when any executive officer of the Borrower or any
     Financial Officer obtains knowledge that any ERISA Affiliate (1) has given
     or is required to give notice to the PBGC of any "reportable event" (as
     defined in Section 4043 of ERISA) with respect to any Plan which might
     constitute grounds for a termination of such Plan under Title IV of ERISA,
     or knows that the plan administrator of any Plan has given or is required
     to give notice of any such reportable event, a copy of the notice of such
     reportable event given or required to be given to the PBGC, (2) has
     received notice of complete or partial withdrawal


                                                                              52

     liability under Title IV of ERISA, a copy of such notice or (3) has
     received notice from the PBGC under Title IV of ERISA of an intent to
     terminate or appoint a trustee to administer any Plan, a copy of such
     notice; and

          (ix)  from time to time such additional information regarding the
     financial position or business of the Borrower and Subsidiaries as the
     Administrative Agent, at the request of any Lender, may reasonably request.

          (b)  Certificates delivered pursuant to this Section shall be signed
manually or shall be copies of a manually signed certificate.

          SECTION 5.02. Maintenance of Properties. The Borrower will, and will
                        -------------------------
cause each Consolidated Subsidiary to, maintain and keep in good condition,
repair and working order all properties used or useful in the conduct of its
business and supply such properties with all necessary equipment and make all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Borrower may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided that nothing in this Section shall prevent the Borrower
              --------
or any Consolidated Subsidiary from discontinuing the operation and maintenance
of any of such properties if such discontinuance is, in the judgment of the
Borrower, desirable in the conduct of the business of the Borrower or such
Consolidated Subsidiary, as the case may be, and not disadvantageous in any
material respect to the Lenders.

          SECTION 5.03. Maintenance of Insurance. The Borrower will, and will
                        ------------------------
cause each Consolidated Subsidiary to, insure and keep insured, with reputable
insurance companies, so much of its properties and such of its liabilities for
bodily injury or property damage, to such an extent and against such risks
(including fire), as companies engaged in similar businesses customarily insure
properties and liabilities of a similar character; or, in lieu thereof, the
Borrower will maintain, or cause each Consolidated Subsidiary to maintain, a
system or systems of self-insurance which will be in accord with the customary
practices of companies engaged in similar businesses in maintaining such
systems.


                                                                              53

          SECTION 5.04. Preservation of Corporate Existence. The Borrower shall
                        -----------------------------------
preserve and maintain its corporate existence, rights, franchises and privileges
in the State of Delaware or in any other State of the United States which it
shall select as its jurisdiction of incorporation, and qualify and remain
qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary, except such jurisdictions, if any, where the failure
to preserve and maintain its corporate existence, rights, franchises and
privileges, or qualify or remain qualified will not have a material adverse
effect on the business or property of the Borrower.

          SECTION 5.05.  Inspection of Property, Books and Records. The
                         -----------------------------------------
Borrower will, and will cause each Consolidated Subsidiary to, make and keep
books, records and accounts in which transactions are recorded as necessary to
(a) permit preparation of the Borrower's consolidated financial statements in
accordance with generally accepted accounting principles and (b) otherwise
comply with the requirements of Section 13(b)(2) of the Securities Exchange Act
of 1934 as in effect from time to time.  At any reasonable time during normal
business hours and from time to time, the Borrower will permit the
Administrative Agent or any of the Lenders or any agents or representatives
thereof at their expense (to the extent not in violation of applicable law) to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, the Borrower and any Consolidated Subsidiaries
and to discuss the affairs, finances and accounts of the Borrower and any
Consolidated Subsidiaries with any of their respective officers or directors.
Any information obtained pursuant to this Section or Section 5.01(a)(i) shall be
subject to Section 8.12.

          SECTION 5.06. Fixed Charge Coverage Ratio. The Borrower will not
                        ----------------------------
permit the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for any
period of four consecutive fiscal quarters to be less than 1.75 to 1.00.

          SECTION 5.07. Debt to Capital Ratio. The Borrower will not permit the
                        ---------------------
ratio of Consolidated Debt to Capital to exceed 0.825 to 1.


                                                                              54

          SECTION 5.08. Limitations on Liens. The Borrower will not, and will
                        ---------------------
not permit any Consolidated Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:

          (a) Permitted Encumbrances;

          (b) any Lien on any property or asset of the Borrower or any
     Consolidated Subsidiary existing on the date hereof and set forth in
     Schedule 5.08; provided that (i) such Lien shall not apply to any other
                    --------
     property or asset of the Borrower or any Consolidated Subsidiary and (ii)
     such Lien shall secure only those obligations which it secures on the date
     hereof and extensions, renewals and replacements thereof that do not
     increase the outstanding principal amount thereof;

          (c) any Lien existing on any property or asset prior to the
     acquisition thereof by the Borrower or any Consolidated Subsidiary or
     existing on any property or asset of any Person that becomes a Consolidated
     Subsidiary after the date hereof prior to the time such Person becomes a
     Consolidated Subsidiary; provided that (i) such Lien is not created in
                              --------
     contemplation of or in connection with such acquisition or such Person
     becoming a Consolidated Subsidiary, as the case may be, (ii) such Lien
     shall not apply to any other property or assets of the Borrower or any
     Consolidated Subsidiary and (iii) such Lien shall secure only those
     obligations which it secures on the date of such acquisition or the date
     such Person becomes a Consolidated Subsidiary, as the case may be and
     extensions, renewals and replacements thereof that do not increase the
     outstanding principal amount thereof;

          (d) Liens on fixed or capital assets acquired, constructed or improved
     by the Borrower or any Consolidated Subsidiary; provided that (i) with
                                                     --------
     respect to a Consolidated Subsidiary, such security interests secure
     Indebtedness permitted by Section 5.10, (ii) such security interests and
     the Indebtedness secured thereby are incurred prior to or within 90 days
     after such acquisition or the completion of such construction or
     improvement, (iii) the Indebtedness secured thereby does not exceed the
     cost of acquiring, constructing or improving such fixed or capital assets


                                                                              55

     and (iv) such security interests shall not apply to any other property or
     assets of the Borrower or any Consolidated Subsidiary; and

          (e) other Liens securing obligations in an aggregate principal amount
     not exceeding 15% of Consolidated Tangible Net Worth.

          SECTION 5.09. Compliance with Laws. The Borrower will, and will cause
                        --------------------
each Consolidated Subsidiary to, comply in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including ERISA and the rules and regulations
thereunder), except to the extent that (a) the necessity of compliance therewith
is contested in good faith by appropriate proceedings or (b) the failure to so
comply would not result in any material adverse effect on the business,
financial condition or results of operations of the Borrower and Consolidated
Subsidiaries taken as a whole.

          SECTION 5.10. Limitations on Subsidiary Indebtedness. The Borrower
                        --------------------------------------
will not permit any Consolidated Subsidiary to create, incur, assume or suffer
to exist any Indebtedness except:

          (a) Indebtedness of any Consolidated Subsidiary which is, or the
     direct or indirect parent of which is, acquired by the Borrower or any
     other Consolidated Subsidiary after the Effective Date, which Indebtedness
     is in existence at the time such Consolidated Subsidiary (or parent) is so
     acquired; provided such Indebtedness was not created at the request or with
               --------
     the consent of the Borrower or any Subsidiary, and such Indebtedness may
     not be extended other than pursuant to the terms thereof as in existence at
     the time such Consolidated Subsidiary (or parent) was acquired; and

          (b) other Indebtedness in an aggregate principal amount for all
     Consolidated Subsidiaries not exceeding 10% of Consolidated Tangible Net
     Worth.

          SECTION 5.11.  Transactions with Affiliates.  The Borrower will not,
                         -----------------------------
and will not permit any of its Consolidated Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) at prices and on terms and
conditions


                                                                              56

not less favorable to the Borrower or such Consolidated Subsidiary than could be
obtained on an arm's-length basis from unrelated third parties, (b) any
transaction determined by a majority of the disinterested directors of the
Borrower's board of directors to be fair to the Borrower and its Subsidiaries,
(c) transactions between or among the Borrower and its Consolidated Subsidiaries
not involving any other Affiliate and (d) any transaction with respect to which
neither the fair market value of the related property or assets, nor the
consideration therefor, exceeds $5,000,000.

          SECTION 5.12. Consolidations, Mergers and Sales of Assets. The
                        -------------------------------------------
Borrower will not (a) consolidate or merge with or into any other Person, (b)
liquidate or dissolve or (c) sell, lease or otherwise transfer all or any
substantial part of the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, to any other Person; provided that the Borrower
                                                     --------
may merge with another Person if (i) the corporation surviving the merger is the
Borrower or a corporation organized under the laws of a State of the United
States into which the Borrower desires to merge for the purpose of becoming
incorporated in such State (in which case such corporation shall assume all of
the Borrower's obligations under this Agreement by an agreement satisfactory to
the Required Lenders (and the Required Lenders shall not unreasonably withhold
their consent to the form of such agreement) and shall deliver to the
Administrative Agent and the Lenders such legal opinions and other documents as
the Administrative Agent may reasonably request to evidence the due
authorization, validity and binding effect thereof) and (ii) immediately after
giving effect to such merger, no Default shall have occurred and be continuing;
and provided further that the foregoing shall not be construed to prohibit any
    -------- -------
Minority Interest Disposition or any other sale, lease or other transfer of
assets (including by means of dividends, share repurchases or recapitalizations)
that does not involve all or any substantial part of the assets of the Borrower
and its Consolidated Subsidiaries taken as a whole.


                                  ARTICLE VI

                        Events of Default and Remedies
                        ------------------------------

          SECTION 6.01. Events of Default. Any of the following shall be an
                        -----------------
"Event of Default":


                                                                              57

     (a) The Borrower shall fail to make any payment of principal of or interest
on any Loan when due or to pay any fees or other amounts payable hereunder when
due, and such failure remains unremedied for three Business Days after the
Borrower's actual receipt of notice of such failure from the Administrative
Agent at the request of any Lender;

     (b) Any statement of fact or representation made or deemed to be made by
the Borrower in this Agreement or by the Borrower or any of its officers in any
certificate delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made or deemed made, and, if the
consequences of such representation or statement being incorrect shall be
susceptible of remedy in all material respects, such consequences shall not be
remedied in all material respects within 30 days after any executive officer of
the Borrower or any Financial Officer first becomes aware of or is advised that
such representation or statement was incorrect in a material respect;

     (c) The Borrower shall fail to comply with any of the provisions of
Sections 5.06 or 5.07 and, if the consequences of such failure shall be
susceptible of remedy in all material respects, such consequences shall not be
remedied in all material respects within 20 days after any executive officer of
the Borrower or any Financial Officer first becomes aware or is advised of such
failure to comply;

     (d) (i)  The Borrower or any Consolidated Subsidiary shall fail to pay
principal of or interest on any Material Indebtedness and the longer of any
periods within which the Borrower or such Consolidated Subsidiary shall be
allowed to cure such nonpayment shall have elapsed, or 10 days shall have passed
since such failure, in either case without curing such nonpayment, (ii) any
event or condition shall occur which enables the holder of any Material
Indebtedness  or any Person acting on such holder's behalf to accelerate the
maturity thereof, and the longer of any periods within which the Borrower or
such Consolidated Subsidiary shall be allowed to cure such condition or event
shall have elapsed, or 10 days shall have passed since the occurrence of such
event or condition, in either case without curing such event or condition, or


                                                                              58

(iii)    the holder of any Material Indebtedness shall accelerate the maturity
of such Material Indebtedness and such acceleration shall not have been
rescinded within 20 days of such acceleration, provided no Default under this
                                               --------
clause (d) shall be deemed to occur if (1) at the time the relevant event or
condition described in this clause (d) occurs, the Borrower's Index Debt is
rated (A) Baa3 or better by Moody's and BBB- or better by S&P, if both Moody's
and S&P shall have in effect a rating for the Borrower's Index Debt, or (B) Baa3
or better by Moody's or BBB- or better by S&P, if both Moody's and S&P shall not
have in effect a rating for the Borrower's Index Debt, (2) the Borrower's Index
Debt does not cease to have the ratings described in clause (1) above for
reasons attributable to the relevant event or condition described in this clause
(d), and (3) all Material Indebtedness that is affected by any event or
condition described in this clause (d) is either (A) owed by a Consolidated
Subsidiary not incorporated under the laws of any State of the United States,
the District of Columbia or Canada or any province thereof, or (B) permitted
under clause (a) of Section 5.10;

     (e) The Borrower or any Consolidated Subsidiary shall (i) make a general
assignment for the benefit of creditors, (ii) apply for or consent (by admission
of material allegations of a petition or otherwise) to the appointment of a
receiver, custodian, trustee or liquidator of the Borrower or any Consolidated
Subsidiary or any substantial part of the properties of the Borrower or any
Consolidated Subsidiary or authorize such application or consent, or proceedings
seeking such appointment shall be commenced without such authorization, consent
or application against the Borrower or any Consolidated Subsidiary and continue
undismissed for 30 days (or if such dismissal of such unauthorized proceedings
cannot reasonably be obtained within such 30 day period, the Borrower or any
Consolidated Subsidiary shall fail either to proceed with due diligence to seek
to obtain dismissal within such 30 day period or to obtain dismissal within 60
days), (iii) authorize or file a voluntary petition in bankruptcy, suffer an
order for relief under any federal bankruptcy law, or apply for or consent (by
admission of material allegations of a petition or otherwise) to the application
of any bankruptcy,


                                                                              59

reorganization, arrangement, readjustment of debt, insolvency, dissolution,
liquidation or other similar law of any jurisdiction, or authorize such
application or consent, or proceedings to such end shall be instituted against
the Borrower or any Consolidated Subsidiary without such authorization,
application or consent which are not vacated within 30 days from the date
thereof (or if such vacation cannot reasonably be obtained within such 30 day
period, the Borrower shall fail either to proceed with due diligence to seek to
obtain vacation within such 30 day period or to obtain vacation within 60 days),
(iv) permit or suffer all or any substantial part of its properties to be
sequestered, attached, or subjected to a Lien (other than a Lien expressly
permitted by the exception to Section 5.08) through any legal proceeding or
distraint which is not vacated within 30 days from the date thereof (or if such
vacation cannot reasonably be obtained within such 30 day period, the Borrower
shall fail either to proceed with due diligence to seek to obtain vacation
within such 30 day period or to obtain vacation within 60 days), (v) generally
not pay its debts as such debts become due or admit in writing its inability to
do so, or (vi) conceal, remove, or permit to be concealed or removed, any
material part of its property, with intent to hinder, delay or defraud its
creditors or any of them; provided, however, that the foregoing events will not
                          --------  -------
constitute an Event of Default if such events occur with respect to any
Subsidiary which is: (1) a Consolidated Subsidiary not incorporated under the
laws of any State of the United States, the District of Columbia or Canada or
any province thereof and not engaged in the retail business, if the aggregate
Value of the Borrower's and all Consolidated Subsidiaries' investments in and
advances to such Consolidated Subsidiary and all such other Consolidated
Subsidiaries to which these tests are being applied within a period of 18 months
ending on the date of determination, does not exceed $75,000,000, or (2) a
Consolidated Subsidiary incorporated under the laws of any State of the United
States, the District of Columbia or Canada or any province thereof and not
engaged in the retail business, if (A) at the time the relevant event or
condition described in this clause (e) occurs, the Borrower's Index Debt is
rated (x) Baa3 or better by Moody's and BBB- or better by S&P, if both Moody's
and S&P shall have in effect a rating for the Borrower's


                                                                              60

Index Debt, or (y) Baa3 or better by Moody's or BBB- or better by S&P, if both
Moody's and S&P shall not have in effect a rating for the Index Debt, (B) the
Borrower's Index Debt does not cease to have the rankings described in clause
(A) above for reasons attributable to the relevant event or condition described
in this clause (e) and (C) the aggregate Value of the Borrower's and all
Consolidated Subsidiaries' investments and advances to such Consolidated
Subsidiary and all other such Consolidated Subsidiaries to which these tests are
being applied within a period of 18 months ending on the date of determination,
does not exceed $37,500,000;

     (f) The Borrower or any ERISA Affiliate shall fail to pay when due an
amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
of intent to terminate a Plan or Plans having aggregate Unfunded Liabilities in
excess of $75,000,000 (collectively a "Material Plan") shall be filed under
Title IV of ERISA by the Borrower or any ERISA Affiliate, any plan administrator
or any combination of the foregoing; or the PBGC shall institute proceedings
under Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any Material Plan or a proceeding shall be instituted by a fiduciary
of any Material Plan against the Borrower or any ERISA Affiliate to enforce
Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been
dismissed within 30 days thereafter; or a condition shall exist by reason of
which the PBGC would be entitled to obtain a decree adjudicating that any
Material Plan must be terminated;

     (g) The Borrower shall fail to perform or observe in any material respect
any other term, covenant or agreement contained in this Agreement (including
without limitation Section 5.01) on its part to be performed or observed and any
such failure remains unremedied for 30 days after the Borrower shall have
received written notice thereof from the Administrative Agent at the request of
any Lender;

     (h) a Change in Control shall occur; or

     (i) one or more judgments for the payment of money in an aggregate amount
in excess of $75,000,000,


                                                                              61


     exclusive of amounts covered by third party insurance, shall be rendered
     against the Borrower, any Consolidated Subsidiary or any combination
     thereof and the same shall remain undischarged for a period of 60
     consecutive days during which execution shall not be effectively stayed, or
     any action shall be legally taken by a judgment creditor to attach or levy
     upon any assets of the Borrower or any Consolidated Subsidiary to enforce
     any such judgment; provided that in calculating the amounts covered by
                        --------
     third party insurance, amounts covered by third party insurance shall not
     include amounts for which the third party insurer has denied liability.

          SECTION 6.02.  Remedies.  If any Event of Default shall occur and be
                         ---------
continuing, the Administrative Agent shall (a) if requested by the Required
Lenders, by notice to the Borrower terminate the Commitments and they shall
thereupon terminate, and (b) if requested by Lenders holding more than 50% of
the aggregate unpaid principal amount of the Loans, by notice to the Borrower
declare the Loans (together with accrued interest thereon and all other amounts
payable by the Borrower hereunder) to be, and the Loans (together with accrued
interest thereon and all other amounts payable by the Borrower hereunder) shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the bankruptcy Events of Default
          --------
specified in Section 6.01(e) with respect to the Borrower, without any notice to
the Borrower or any other act by the Administrative Agent or the Lenders, the
Commitments shall thereupon terminate and the Loans (together with accrued
interest thereon and all other amounts payable by the Borrower hereunder) shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.

          SECTION 6.03.  Notice of Default.  The Administrative Agent shall give
                         ------------------
notice to the Borrower under Section 6.01(a) or 6.01(g) promptly upon being
requested to do so by any Lender and shall thereupon notify all the Lenders
thereof.


                                  ARTICLE VII

                           The Administrative Agent
                           ------------------------


                                                                              62

          Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 8.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 8.02) or in the absence of its own gross negligence or
wilful misconduct.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement,


                                                                              63

(ii) the contents of any certificate, report or other document delivered
hereunder or in connection herewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement or
any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent.  The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower.  Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor.  If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice


                                                                              64

of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall 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. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 8.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.


                                 ARTICLE VIII

                                 Miscellaneous
                                 -------------

          SECTION 8.01.  Notices.  Except in the case of notices and other
                         --------
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to it at Three Limited Parkway, P.O. Box
     16000, Columbus, Ohio 43216,


                                                                              65

     Attention of Assistant Treasurer (Telecopy No. (614) 415-7060);

          (b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan
     and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
     New York 10081, Attention of Mary McCormack (Telecopy No. (212) 552-5650),
     with a copy to The Chase Manhattan Bank,  270 Park Avenue, New York 10017,
     Attention of Ruby Tulloch (Telecopy No. (212) 270-7594);

          (c) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 8.02.  Waivers; Amendments.  (a)  No failure or delay by the
                         --------------------
Administrative Agent or any Lender in exercising any right or power 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 Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have.  No waiver
of any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

          (b)  Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the


                                                                              66

Administrative Agent with the consent of the Required Lenders; provided that no
                                                               --------
such agreement shall (i) increase  the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, or (v)
change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the  written consent of
each Lender; provided further that no such agreement shall amend, modify or
             ----------------
otherwise affect the rights or duties of the Administrative Agent without the
prior written consent of the Administrative Agent.  Notwithstanding the
foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by the Borrower, the Required Lenders and the
Administrative Agent if (i) by the terms of such agreement the Commitment of
each Lender not consenting to the amendment provided for therein shall terminate
upon the effectiveness of such amendment and (ii) at the time such amendment
becomes effective, each Lender not consenting thereto receives payment in full
of the principal of and interest accrued on each Loan made by it and all other
amounts owing to it or accrued for its account under this Agreement.

          SECTION 8.03.  Expenses; Indemnity; Damage Waiver.  (a)  The Borrower
                         -----------------------------------
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of a single counsel for Administrative Agent, in connection
with the syndication of the credit facilities provided for herein, the
preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) if an
Event of Default occurs, all reasonable out-of-pocket expenses incurred by the


                                                                              67

Administrative Agent or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement.

          (b)  The Borrower shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
                 ----------
any and all losses, claims, damages, liabilities and related expenses, including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee
in connection with any investigative, administrative or judicial proceeding,
whether or not such Indemnitee shall be designated a party thereto, which may be
incurred by any Indemnitee, relating to or arising out of any actual or proposed
use of proceeds of Loans hereunder for the purpose of acquiring equity
securities of any Person; provided, that no Indemnitee shall have the right to
                          --------
be indemnified hereunder (i) with respect to the acquisition of equity
securities of a wholly-owned Subsidiary, or of a Person who prior to such
acquisition did not conduct any business, or (ii) for its own gross negligence
or willful misconduct.

          (c)  To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
--------
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent in its capacity as such.

          (d)  To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof; provided that the
                                                           --------
foregoing waiver shall not apply to special, indirect or consequential damages
(but shall apply to punitive damages) attributable to the failure of a Lender


                                                                              68

to fund Loans, when required to do so hereunder, promptly after the receipt of
notice of such failure.

          (e)  All amounts due under this Section shall be payable promptly
after written demand therefor.

          SECTION 8.04.  Successors and Assigns.  (a)  The provisions of this
                         -----------------------
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b)  Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it); provided  that (i)
                                                          --------
except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $10,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not apply
to rights in respect of outstanding Competitive Loans, (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
(v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and provided further that
                                                          ----------------
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default has occurred and is continuing.  Subject to
acceptance and


                                                                              69

recording thereof pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 8.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

          (c)  The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof 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 Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

          (d)  Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.


                                                                              70

          (e)  Any Lender may, without the consent of the Borrower or the
Administrative Agent sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and/or obligations
    -----------
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
              --------
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
                                                           --------
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii) (iii) or (iv) of the first proviso to Section
8.02(b) that affects such Participant.  Subject to paragraph (f) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.  To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 8.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.16(c) as though it were a
Lender.

          (f)  A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.15(e) as though it were a Lender.

          (g)  Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under


                                                                              71


this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
--------
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

          SECTION 8.05.  Survival.  All covenants, agreements, representations
                         ---------
and warranties made by the Borrower herein and in the certificates or other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
so long as the Commitments have not expired or terminated.  The provisions of
Sections 2.13, 2.14, 2.15 and 8.03 and Article VII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans and the Commitments or the
termination of this Agreement or any provision hereof.

          SECTION 8.06.  Counterparts; Integration; Effectiveness.  This
                         -----------------------------------------
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement
and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of


                                                                              72

the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

          SECTION 8.07.  Severability.  Any provision of this Agreement held to
                         -------------
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 8.08.  Right of Setoff.  If any Event of Default shall have
                         ----------------
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations then due of the Borrower now or
hereafter existing under this Agreement held by such Lender.  The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

          SECTION 8.09.  Governing Law; Jurisdiction; Consent to Service of
                         --------------------------------------------------
Process.  (a)  This Agreement shall be construed in accordance with and governed
--------
by the law of the State of New York.

          (b)  The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees, to the fullest
extent permitted under applicable law, that all claims in respect of any such
action or


                                                                              73

proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

          (c)  The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          (d)  Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 8.01.  Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

          SECTION 8.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
                         ---------------------
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 8.11.  Headings.  Article and Section headings and the Table
                         ---------
of Contents used herein are for convenience of reference only, are not part of
this


                                                                              74

Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 8.12.  Confidentiality.  Each of the Administrative Agent and
                         ----------------
the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent  required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower.  For the purposes of this Section, "Information" means
                                                             -----------
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower.  Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

          SECTION 8.13.  Interest Rate Limitation.  Notwithstanding anything
                         -------------------------
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
                                                     -------
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
                          ------------
taken, received or reserved by the Lender holding such Loan in


                                                                              75

accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

          SECTION 8.14.  Waiver Under Existing Credit Agreement.  By their
                         ---------------------------------------
execution hereof, the undersigned Lenders that are also parties to the Credit
Agreement dated as of September 25, 1997, among the Borrower, the banks party
thereto and Morgan Guaranty Trust Company of New York, as agent for such banks,
which Lenders constitute, in the aggregate, "Required Banks" thereunder, and as
defined therein, hereby waive the provisions of such Credit Agreement that would
otherwise require advance notice for the termination of commitments thereunder
or the prepayment of loans thereunder; provided that the foregoing waiver shall
                                       --------
apply only to the termination of all commitments under such Credit Agreement and
repayment of all loans outstanding thereunder, in each case in connection with
the effectiveness of this Agreement.

          SECTION 8.15.  Collateral.  Each of the Lenders represents to the
                         -----------
Administrative Agent and each of the other Lenders that it in good faith is not
relying upon any "margin stock" (as defined in Regulation U of the Board) as
collateral in the extension or maintenance of the credit provided for in this
Agreement.  In addition, the Borrower will not use or permit any proceeds of the
Loans to be used in any manner which would violate or cause any Lender to be in
violation of Regulation U of the Board.


                                                                              76

          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.


                              THE LIMITED, INC.,

                                  by
                                     /s/ Timothy J. Faber
                                    -------------------------
                                    Name:  Timothy J. Faber
                                    Treasury/Mergers & Acquisitions


                              THE CHASE MANHATTAN BANK, individually and as
                              Administrative Agent,

                                  by
                                    /s/ Barry Bergman
                                    -------------------------
                                    Name:  Barry Bergman
                                    Title: Vice President


                              THE CHASE MANHATTAN BANK

                                  by
                                    /s/ Barry Bergman
                                    -------------------------
                                    Name:  Barry Bergman
                                    Title: Vice President


                              CITIBANK, N.A.

                                  by
                                    /s/ Charles C. Philipp
                                    --------------------------
                                    Name:  Charles C. Philipp
                                    Title: Vice President


                              BANK OF AMERICA, N.A.

                                  by
                                    /s/ Timothy H. Spanos
                                    -------------------------
                                    Name:  Timothy H. Spanos
                                    Title: Managing Director


                                                                              77

                              HSBC BANK USA

                                  by
                                    /s/ Steve Trepiccione
                                    --------------------------
                                    Name:  Steve Trepiccione
                                    Title: First Vice President


                              FLEET NATIONAL BANK

                                  by
                                    /s/ Judith C.E. Kelly
                                    -------------------------
                                    Name:  Judith C.E. Kelly
                                    Title: Director


                              FIRST UNION NATIONAL BANK

                                  by
                                    /s/ William F. Fox
                                    -------------------------
                                    Name:  William F. Fox
                                    Title: Vice President


                              THE BANK OF NEW YORK

                                  by
                                    /s/ Howard F. Bascom
                                    -------------------------
                                    Name:  Howard F. Bascom
                                    Title: Vice President


                              NATIONAL CITY BANK

                                  by
                                    /s/ Brian T. Strayton
                                    -------------------------
                                    Name:  Brian T. Strayton
                                    Title: Vice President



                              BANK ONE, N.A.

                                  by
                                    /s/ Debora K. Oberling
                                    -------------------------
                                    Name:  Debora K.Oberling
                                    Title: Director


                                                                              78

                              STANDARD CHARTERED BANK

                                  by
                                    /s/ Shafiq Ur Rahman
                                    -------------------------
                                    Name:  Shafiq Ur Rahman
                                    Title: Senior Vice President

                                  by
                                    /s/ David B. Edwards
                                    -------------------------
                                    Name:  David B. Edwards
                                    Title: Senior Vice President


                              HUNTINGTON NATIONAL BANK

                                  by
                                    /s/ John M. Luehmann
                                    --------------------------
                                    Name:  John M. Luehmann
                                    Title: Assistant Vice President


                              KEY BANK, N.A.

                                  by
                                    /s/ Brendan A. Lawlor
                                    --------------------------
                                    Name:  Brendan A. Lawlor
                                    Title: Vice President


                              FIFTH THIRD BANK

                                  by
                                    /s/ Mark Ransom
                                    -------------------------
                                    Name:  Mark Ransom
                                    Title: Vice President


                              THE NORTHERN TRUST COMPANY

                                  by
                                    /s/ Chris McKean
                                    -------------------------
                                    Name:  Chris McKean


                                                                              79

                                    Title: Second Vice President

                              WELLS FARGO BANK, NATIONAL ASSOCIATION

                                  by
                                    /s/ Mary D. Falck
                                    -------------------------
                                    Name:  Mary D. Falck
                                    Title: Senior Vice President

                                  by
                                    /s/ Scott Miller
                                    -------------------------
                                    Name:  Scott Miller
                                    Title: Vice President


                              BANCA DI ROMA

                                  by
                                    /s/ Aurora Pensa
                                    -------------------------
                                    Name:  Aurora Pensa
                                    Title: Vice President

                                  by
                                    /s/ Enrico Verdoscia
                                    -------------------------
                                    Name:  Aurora Pensa
                                    Title: Senior Vice President and Branch
                                           Manager


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

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

                                  by
                                    /s/ Juan J. Cortes
                                    ---------------------------
                                    Name:  Juan J. Cortes
                                    Title: Vice President


                                                                              80

                                                                   SCHEDULE 2.01
                                                                  TO THE 364-DAY
                                                                CREDIT AGREEMENT



----------------------------------------------------------------------------------------
                  LENDER                                     COMMITMENT
                  ------                                     ----------
----------------------------------------------------------------------------------------
                                                     
The Chase Manhattan Bank                                $ 78,000,000
270 Park Avenue
New York, NY 10017

Attention:  Mary McCormack
Telephone: (212) 552-7997
Telecopy:  (212) 552-5650
----------------------------------------------------------------------------------------

Citibank, N.A.                                          $ 54,000,000
388 Greenwich Street (21st Floor)
New York, NY 10013

Attention:  Robert S. Snell
Telephone: (212) 816-8169
Telecopy:  (212) 816-8242
----------------------------------------------------------------------------------------

Bank of America, N.A.                                   $ 54,000,000
100 N. Tryon Street
Charlotte, NC 28255
----------------------------------------------------------------------------------------



                                                                              81

                                                   
----------------------------------------------------------------------------------------
Attention:  Tim Spanos
Telephone: (704) 386-4507
Telecopy:  (704) 388-8268
----------------------------------------------------------------------------------------
HSBC Bank USA                                         $ 50,000,000
Agent Servicing Dept. (26th Floor)
One HSBC Center
Buffalo, NY 14203

Attention:  Donna L. Riley
Telephone: (716) 841-4178
Telecopy:  (716) 841-0269
----------------------------------------------------------------------------------------
Fleet National Bank                                   $ 50,000,000
100 Federal Street
Boston, MA 02110

Attention:  Judith C. E. Kelly
Telephone: (617) 434-5280
Telecopy:  (617) 434-6685
----------------------------------------------------------------------------------------
First Union National Bank                             $ 40,000,000
One South Pennsylvania Square
Philadelphia, PA 19102

Attention:  Bill Fox
Telephone: (215) 786-8633
Telecopy:  (215) 786-2877
----------------------------------------------------------------------------------------
The Bank of New York                                  $ 40,000,000
One Wall Street
New York, NY 10286

Attention:  Bill Barnum
Telephone: (212) 635-1019
Telecopy:  (212) 635-1481
----------------------------------------------------------------------------------------
National City Bank                                    $ 20,000,000
155 East Broad Street
Columbus, OH 43215-0077

Attention:  Joseph L. Kwasny
Telephone: (614) 463-7108
Telecopy:  (614) 463-8572
----------------------------------------------------------------------------------------
Bank One, N.A.                                        $ 20,000,000
1 Bank One Plaza, 14th Floor, Suite 86
Chicago, IL  60670
----------------------------------------------------------------------------------------




                                                                              82

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

Attention:  Deborah Oberling
Telephone: (312) 732-4644
Telecopy:  (312) 336-4380
----------------------------------------------------------------------------------------
Standard Chartered Bank                               $ 20,000,000
7 World Trade Center
New York, NY 10048

Attention:  Shafiq Rahman
Telephone: (212) 667-0366
Telecopy:  (212) 667-0193
----------------------------------------------------------------------------------------
Huntington National Bank                              $ 14,000,000
41 South High Street (8th Floor)
Columbus, OH 43215

Attention:  John Luehmann
Telephone: (614) 480-4400
Telecopy:  (614) 480-5791
----------------------------------------------------------------------------------------
KeyBank, N.A.                                         $ 14,000,000
127 Public Square
Cleveland, OH 44114

Attention:  Brendan Lawlor
Telephone: (216) 689-5642
Telecopy:  (216) 689-4981
----------------------------------------------------------------------------------------
Fifth Third Bank                                      $ 10,000,000
21 East State Street
Columbus, OH 43215

Attention:  Mark Ranson
Telephone: (614) 233-3929
Telecopy:  (614) 341-2606
----------------------------------------------------------------------------------------
The Northern Trust Company                            $ 10,000,000
50 South LaSalle
Chicago, IL 60675

Attention:  Chris McKean
Telephone: (312) 557-2638
Telecopy:  (312) 444-5055
----------------------------------------------------------------------------------------
Wells Fargo Bank, N.A.                                $ 10,000,000
230 West Monroe, Suite 2900
MAC E2616-190
----------------------------------------------------------------------------------------




                                                                              83

                                                   
----------------------------------------------------------------------------------------
Chicago, IL 60606

Attention:  James Heinz
Telephone: (312) 845-4523
Telecopy:  (312) 553-4783
----------------------------------------------------------------------------------------
Banca di Roma                                         $ 10,000,000
225 West Washington, Suite 1200
Chicago, IL 60606

Attention:  Mr. James Semonchik
Telephone: (312) 704-2629
Telecopy:  (312) 726-3058
----------------------------------------------------------------------------------------
Banca Nazionale del Lavoro S.p.A.                     $  6,000,000
(New York Branch)
25 West 51st Street
New York, NY 10019

Attention:  Juan J. Cortes
Telephone: (212) 314-0295
Telecopy:  (212) 765-2978
----------------------------------------------------------------------------------------
             TOTAL                                    $500,000,000
----------------------------------------------------------------------------------------




                                                                       EXHIBIT A
                                                                  TO THE 364-DAY
                                                                CREDIT AGREEMENT


                                   [FORM OF]

                           ASSIGNMENT AND ACCEPTANCE


     Reference is made to the Credit Agreement dated as of July 13, 2001 (as
amended and in effect on the date hereof, the "Credit Agreement"), among The
Limited, Inc., the Lenders named therein and The Chase Manhattan Bank, as
Administrative Agent for the Lenders.  Terms defined in the Credit Agreement are
used herein with the same meanings.


                                                                              84

     The Assignor named on the reverse hereof hereby sells and assigns, without
recourse, to the Assignee named on the reverse hereof, and the Assignee hereby
purchases and assumes, without recourse, from the Assignor, effective as of the
Assignment Date set forth on the reverse hereof, the interests set forth on the
reverse hereof (the "Assigned Interest") in the Assignor's rights and
obligations under the Credit Agreement, including, without limitation, the
interests set forth on the reverse hereof in the Commitment of the Assignor on
the Assignment Date and Competitive Loans and Revolving Loans owing to the
Assignor which are outstanding on the Assignment Date, but excluding accrued
interest and fees to and excluding the Assignment Date.  The Assignee hereby
acknowledges receipt of a copy of the Credit Agreement.  From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest,
have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the Assigned Interest, relinquish its rights and be
released from its obligations under the Credit Agreement.

     This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.15(e) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee.  The [Assignee/Assignor] shall pay the fee payable to the
Administrative Agent pursuant to Section 8.04(b) of the Credit Agreement.

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

Date of Assignment:

Legal Name of Assignor:
Legal Name of Assignee:
Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):



===========================================================================================
                                                            Percentage Assigned of
                                                            Facility/Commitment (set
                                Principal Amount Assigned   forth, to at least 8 decimals,
                                (and identifying            as a percentage of the
                                information as to           Facility and the aggregate
 Facility                       individual Competitive      Commitments of all Lenders
 --------                                  -----------
                                Loans)                      thereunder)
-------------------------------------------------------------------------------------------
                                                      
Commitment Assigned:            $                                                   %
-------------------------------------------------------------------------------------------
Revolving Loans:
-------------------------------------------------------------------------------------------
Competitive Loans:
===========================================================================================



                                                                              85

The terms set forth above and on the reverse side hereof are hereby agreed to:


                                   [Name of Assignor]   , as Assignor
                                   ---------------------

                                   By:
                                      _______________________

                                      Name:
                                      Title:


                                   [Name of Assignee]   , as Assignee
                                   ---------------------

                                   By:
                                      _______________________

                                      Name:
                                      Title:


     The undersigned hereby consent to the within assignment: 1/
                                                              -




The Limited, Inc.,                 The Chase Manhattan Bank,as
                                     Administrative Agent,


By:                                By:
   _____________________              _______________________

   Name:                              Name:
   Title:                             Title:


____________________

     1/ Consents to be included to the extent required by Section 8.04(b) of the
     -
Credit Agreement.



                                                                      EXHIBIT 11
                                                                      ----------

                      THE LIMITED, INC. AND SUBSIDIARIES

                       COMPUTATION OF PER SHARE EARNINGS

                     (Thousands except per share amounts)



                                                                              Thirteen Weeks Ended
                                                                       ----------------------------------

                                                                          August 4,           July 29,
                                                                            2001                2000
                                                                       ---------------     --------------
                                                                                     
      Net income                                                         $     71,550        $    77,573
      Less:   impact of IBI dilutive options and restricted shares
              on consolidated income*                                            (297)            (1,298)
                                                                         ------------        -----------

      Adjusted net income                                                $     71,253        $    76,275
                                                                         ============        ===========

      Weighted average common shares outstanding:
              Basic shares                                                    427,587            428,616
              Dilutive effect of stock options and restricted shares            8,245             17,613
                                                                         ------------        -----------

              Diluted shares                                                  435,832            446,229
                                                                         ============        ===========

      Net income per diluted share                                       $       0.16        $      0.17
                                                                         ============        ===========


                                                                             Twenty-six Weeks Ended
                                                                       ----------------------------------

                                                                          August 4,           July 29,
                                                                            2001                2000
                                                                       ---------------     --------------
                                                                                     
      Net income                                                         $    102,241        $   140,523
      Less:   impact of IBI dilutive options and
              restricted shares on consolidated income*                          (528)            (1,844)

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

      Adjusted net income                                                $    101,713        $   138,679
                                                                         ============        ===========

      Weighted average common shares outstanding:
              Basic shares                                                    426,963            429,550
              Dilutive effect of stock options and restricted shares            8,788             16,218
                                                                         ------------        -----------

              Diluted shares                                                  435,751            445,768
                                                                         ============        ===========

      Net income per diluted share                                       $       0.23        $      0.31
                                                                         ============        ===========


*Represents the impact of dilutive options and restricted shares at Intimate
Brands as a reduction to income.



                                                                      EXHIBIT 12
                                                                      ----------

                      THE LIMITED, INC. AND SUBSIDIARIES

                      RATIO OF EARNINGS TO FIXED CHARGES

                       (Thousands except ratio amounts)



                                                                  Twenty-six Weeks Ended
                                                            ---------------------------------

                                                                August 4,          July 29,
                                                                  2001              2000
                                                            ---------------    --------------
                                                                         
      Adjusted Earnings
      -----------------

      Pretax earnings                                              $181,241          $251,523

      Portion of minimum rent ($343,490 in 2001 and                 114,497           113,591
          $340,773 in 2000) representative of interest

      Interest on indebtedness                                       16,696            26,679

      Minority interest                                              16,989            26,756
                                                            ---------------    --------------

          Total earnings as adjusted                               $329,423          $418,549
                                                            ===============    ==============


      Fixed Charges
      -------------

      Portion of minimum rent representative of interest           $114,497          $113,591

      Interest on indebtedness                                       16,696            26,679
                                                            ---------------    --------------

          Total fixed charges                                      $131,193          $140,270
                                                            ===============    ==============

      Ratio of earnings to fixed charges                              2.51x             2.98x
                                                            ===============    ==============



                                                                      EXHIBIT 15
                                                                      ----------


September 17, 2001

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


Commissioners:


We are aware that our report dated August 23, 2001, on our review of interim
financial information of The Limited, Inc. and its subsidiaries (the "Company")
as of and for the period ended August 4, 2001 and included in the Company's
quarterly report on Form 10-Q for the quarter then ended is incorporated by
reference in its registration statement on Form S-8, Registration Nos. 33-44041,
33-18533, 33-49871, 333-04927 and 333-04941, and its registration statements on
Form S-3, Registration Nos. 33-20788, 33-31540, 33-43832 and 33-53366.

Very truly yours,


/s/PricewaterhouseCoopers LLP
   Columbus, Ohio