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Agreement - TIMBERLAND CO - 3-30-1994

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Agreement - TIMBERLAND CO - 3-30-1994 Powered By Docstoc
					Exhibit 10.9(k) AGREEMENT OF LEASE Between MELVILLE CORPORATION Landlord, - and THE TIMBERLAND COMPANY Tenant. TABLE OF CONTENTS Page 1. Demise 1 2. Term; Right to Terminate 1 3. Rent 2 4. Net Lease 2 5. Use of the Demised Premises 3 6. Condition of the Demised Premises 3 7. Taxes and Utility Expenses 3 8. Compliance with Laws 4 9. Repairs 4 10. Alterations and Improvements 4 11. Indemnification of Landlord 4 12. Insurance 5

13. Assignment, Subletting and Mortgaging 6 14. Fixtures 6 15. Landlord's Access to the Demised Premises 6 16. Restoration Obligations 7 17. Eminent Domain 8 18. Quiet Enjoyment 9

13. Assignment, Subletting and Mortgaging 6 14. Fixtures 6 15. Landlord's Access to the Demised Premises 6 16. Restoration Obligations 7 17. Eminent Domain 8 18. Quiet Enjoyment 9 19. Landlord's Representations and Warranties 9 20. Force Majeure 9 21. Landlord's Right to Cure 10 22. Tenant's Default 10 23. Holding Over 12 24. End of Term 12 25. Signs 12 26. No Broker 12 27. Notices 12 28. Certificates 13 29. Arbitration 14 30. Invalidity of Certain Provisions 14 31. Governing Law 14 32. No Waiver 14 33. Interpretation 15 34. Captions 15 35. Entire Agreement 15 36. Successors and Assigns 15 37. Right of First Refusal 15

EXHIBITS Exhibit A - The Land Exhibit B - Equipment

EXHIBITS Exhibit A - The Land Exhibit B - Equipment Exhibit C - Permitted Encumbrances AGREEMENT OF LEASE AGREEMENT OF LEASE (this "Lease") made as of February 1, 1994, between MELVILLE CORPORATION, a New York corporation, having an office at c/o Thom McAn Shoe Company, 67 Millbrook Street, Worcester, MA 01606 ("Landlord"), and THE TIMBERLAND COMPANY, a Delaware corporation having an office at 11 Merrill Industrial Drive, P.O. Box 5050, Hampton, New Hampshire 03842-5050 ("Tenant"). 1. Demise. Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, subject to all of the terms, covenants and conditions of this Lease, all of that certain plot, piece or parcel of land located in Danville, Kentucky, and more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), together with (a) all of the buildings and improvements now or hereafter erected on the Land (the "Improvements"), (b) all fixtures and articles of personal property now or hereafter attached to or used in connection with the Land or the Improvements, (c) all equipment in "as is" condition, listed on Exhibit B attached hereto and made a part hereof (the "Equipment"), (d) all appurtenances, rights, privileges and easements benefiting, belonging or pertaining to the Land and (e) all of Landlord's right, title and interest, if any, in and to any land lying in the bed of any street, road or highway (open or proposed) in front of or adjoining the Land, to the center line thereof, and any strips and/or gores relating to the Land (all of the foregoing are hereinafter collectively called the "Demised Premises"). 2. Term; Right to Terminate. (a) This Lease shall be for a term (the "Term") of five (5) years (or until sooner terminated as hereinafter provided), to commence on February 1, 1994 (the "Commencement Date") and to end at midnight on January 31, 1999 (the "Expiration Date"). (b) Provided Tenant shall not be in default of any of the

terms or provisions of this Lease, Tenant shall have the right ("Tenant's Termination Right") to terminate this Lease in accordance with the terms hereof. If Tenant shall exercise Tenant's Termination Right during the first year of the Term, then upon at least twelve (12) month's advance written notice to Landlord, this Lease shall terminate on January 31, 1996, the last day of the second year of the Term, and shall be null and void and of no further force or effect. If Tenant shall elect to exercise Tenant's Termination Right at any time after commencement of the third year of the Term, then upon twelve (12) month's advance written notice to Landlord, this Lease shall terminate, and shall be null and void and of no further force or effect. (c) Provided Landlord shall not be in default of any terms and provisions of this Lease, Landlord shall have the right ("Landlord's Termination Right") to terminate this Lease at any time after commencement of the third year of the Term, upon twelve (12) months advance written notice to Tenant. If Landlord shall exercise Landlord's Termination Right, this Lease shall terminate on a date which is twelve (12) months from the date Tenant shall receive notice of Landlord's exercise of Landlord's Termination Right, and shall be null and void and of no further force or effect. 3. Rent. (a) Tenant shall pay rent ("Fixed Rent") to Landlord, at Landlord's address set forth at the beginning of this Lease, or at such other address as Landlord shall designate, at an annual rental rate of $1,021,608, payable in equal monthly installments of $85,134 each, in advance on the first day of each month during the Term. The first

terms or provisions of this Lease, Tenant shall have the right ("Tenant's Termination Right") to terminate this Lease in accordance with the terms hereof. If Tenant shall exercise Tenant's Termination Right during the first year of the Term, then upon at least twelve (12) month's advance written notice to Landlord, this Lease shall terminate on January 31, 1996, the last day of the second year of the Term, and shall be null and void and of no further force or effect. If Tenant shall elect to exercise Tenant's Termination Right at any time after commencement of the third year of the Term, then upon twelve (12) month's advance written notice to Landlord, this Lease shall terminate, and shall be null and void and of no further force or effect. (c) Provided Landlord shall not be in default of any terms and provisions of this Lease, Landlord shall have the right ("Landlord's Termination Right") to terminate this Lease at any time after commencement of the third year of the Term, upon twelve (12) months advance written notice to Tenant. If Landlord shall exercise Landlord's Termination Right, this Lease shall terminate on a date which is twelve (12) months from the date Tenant shall receive notice of Landlord's exercise of Landlord's Termination Right, and shall be null and void and of no further force or effect. 3. Rent. (a) Tenant shall pay rent ("Fixed Rent") to Landlord, at Landlord's address set forth at the beginning of this Lease, or at such other address as Landlord shall designate, at an annual rental rate of $1,021,608, payable in equal monthly installments of $85,134 each, in advance on the first day of each month during the Term. The first monthly installment of Fixed Rent due hereunder shall be due and payable to Landlord upon execution of this Lease by Tenant. Provided, however, in the event Tenant shall exercise Tenant's Termination Right during the first year of the Term so that this Lease terminates on January 31, 1996, the last day of the second year of the Term, the Fixed Rent for the second year of Term shall be at an annual rental rate of $1,115,916, payable in equal monthly installments of $92,993 each in advance on the first day of each month during the second year of the Term commencing on February 1, 1995. (b) Tenant shall also pay as rent, all sums, costs, expenses and other payments which Tenant assumes or agrees to pay under the terms of this Lease (all of which are hereinafter collectively called "Additional Rent"), and, if Tenant shall fail to pay any Additional Rent, Landlord shall have all of the rights and remedies against Tenant provided for in this Lease, at law or in equity, available to Landlord for Tenant's non-payment of

Fixed Rent. (c) No payment of less than the full amount of all Fixed Rent and Additional Rent due under this Lease shall release Tenant from its obligation to pay rent hereunder and the obligation of Tenant to pay the full amount of all Fixed Rent and Additional Rent shall survive the expiration or earlier termination of this Lease. 4. Net Lease. It is the intention of the parties that the rent payable under this Lease shall be absolutely net to Landlord, so that this Lease shall, under all circumstances, yield to Landlord the net annual Fixed Rent specified in Article 3 of this Lease during the Term, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Demised Premises, including but not limited to, all taxes, utilities, maintenance and any structural damage caused by any act or omission of Tenant, shall be paid by Tenant. 5. Use of the Demised Premises. Tenant shall have the right to use the Demised Premises for a distribution facility and for no other purpose. 6. Condition of the Demised Premises. Tenant shall accept possession of the Demised Premises in its "AS IS" condition on the Commencement Date. From and after the Commencement Date, Landlord shall have no obligation to furnish, render or supply any work, labor, services, furniture, fixtures, equipment, materials or other items to make the Demised Premises, or any portion(s) thereof, ready or suitable for Tenant's occupancy. 7. Taxes and Utility Expenses. (a) Tenant shall, during the Term, pay as Additional Rent all "Taxes" and "Utility Expenses" (as such quoted terms are hereinafter defined) prior to the imposition of any interest or penalty for late or non-payment. For the purpose

Fixed Rent. (c) No payment of less than the full amount of all Fixed Rent and Additional Rent due under this Lease shall release Tenant from its obligation to pay rent hereunder and the obligation of Tenant to pay the full amount of all Fixed Rent and Additional Rent shall survive the expiration or earlier termination of this Lease. 4. Net Lease. It is the intention of the parties that the rent payable under this Lease shall be absolutely net to Landlord, so that this Lease shall, under all circumstances, yield to Landlord the net annual Fixed Rent specified in Article 3 of this Lease during the Term, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Demised Premises, including but not limited to, all taxes, utilities, maintenance and any structural damage caused by any act or omission of Tenant, shall be paid by Tenant. 5. Use of the Demised Premises. Tenant shall have the right to use the Demised Premises for a distribution facility and for no other purpose. 6. Condition of the Demised Premises. Tenant shall accept possession of the Demised Premises in its "AS IS" condition on the Commencement Date. From and after the Commencement Date, Landlord shall have no obligation to furnish, render or supply any work, labor, services, furniture, fixtures, equipment, materials or other items to make the Demised Premises, or any portion(s) thereof, ready or suitable for Tenant's occupancy. 7. Taxes and Utility Expenses. (a) Tenant shall, during the Term, pay as Additional Rent all "Taxes" and "Utility Expenses" (as such quoted terms are hereinafter defined) prior to the imposition of any interest or penalty for late or non-payment. For the purpose of this Article 7, "Taxes" shall mean all real property taxes, installments of special and general assessments, water and sewer rents, rates and charges and other governmental impositions and charges of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall or may during the Term be levied, assessed or imposed upon the Demised Premises, or any part thereof; and "Utility Expenses" shall mean all water and sewer rents, rates and charges payable for the furnishing of water to the Demised Premises based on actual usage, and all amounts payable for the furnishing of steam, heat, gas, hot water, electricity, light and power, and any other service or services to the Demised Premises, or any part thereof.

(b) If permitted by law, Tenant shall have the right to pay any assessment for local improvements assessed during the Term in installments and, in such event, Tenant's obligation to pay such assessment shall be limited to the installments coming due during the Term. If the payment of assessments in installments may be made only after application to an appropriate authority, Tenant shall have the right to make such application, in Landlord's name if legally required. Upon receipt of request therefor from Tenant, Landlord shall execute any and all applications and/or other documents necessary for such application. (c) Taxes for the first year of the Term shall be prorated between Landlord and Tenant. 8. Compliance with Laws. (a) At all times during the Term, Tenant shall, at its own cost and expense, promptly observe and comply with (i) all laws, orders and regulations of any Federal, state, county and municipal authorities (including, but not limited to, building codes and environmental laws, orders and regulations) (and with any direction pursuant to law of any public officer thereof) having or asserting jurisdiction over all or any part of the Demised Premises, or the use and occupancy thereof, and of the National Board of Fire Underwriters, any local board of fire underwriters or any other body or bodies exercising similar functions (all of the foregoing are hereinafter collectively, called "Governmental Regulations") and (ii) the provisions of all insurance policies required to be maintained pursuant to Article 12 hereof and the requirements of the issuers of all such policies. 9. Repairs. Tenant shall not do or suffer any waste or damage to the Demised Premises or any part thereof and Tenant shall, at all times during the Term, at its sole cost and expense, take good care of the Demised Premises and make, or cause to be made, all maintenance and repairs, whether interior or exterior, non-structural, or structural caused by any act or omission of Tenant, ordinary or extraordinary, foreseen or unforeseen, necessary

(b) If permitted by law, Tenant shall have the right to pay any assessment for local improvements assessed during the Term in installments and, in such event, Tenant's obligation to pay such assessment shall be limited to the installments coming due during the Term. If the payment of assessments in installments may be made only after application to an appropriate authority, Tenant shall have the right to make such application, in Landlord's name if legally required. Upon receipt of request therefor from Tenant, Landlord shall execute any and all applications and/or other documents necessary for such application. (c) Taxes for the first year of the Term shall be prorated between Landlord and Tenant. 8. Compliance with Laws. (a) At all times during the Term, Tenant shall, at its own cost and expense, promptly observe and comply with (i) all laws, orders and regulations of any Federal, state, county and municipal authorities (including, but not limited to, building codes and environmental laws, orders and regulations) (and with any direction pursuant to law of any public officer thereof) having or asserting jurisdiction over all or any part of the Demised Premises, or the use and occupancy thereof, and of the National Board of Fire Underwriters, any local board of fire underwriters or any other body or bodies exercising similar functions (all of the foregoing are hereinafter collectively, called "Governmental Regulations") and (ii) the provisions of all insurance policies required to be maintained pursuant to Article 12 hereof and the requirements of the issuers of all such policies. 9. Repairs. Tenant shall not do or suffer any waste or damage to the Demised Premises or any part thereof and Tenant shall, at all times during the Term, at its sole cost and expense, take good care of the Demised Premises and make, or cause to be made, all maintenance and repairs, whether interior or exterior, non-structural, or structural caused by any act or omission of Tenant, ordinary or extraordinary, foreseen or unforeseen, necessary to keep and maintain all of the Improvements in at least as good order and condition as the same shall have been on the Commencement Date, reasonable wear and tear and obsolescence excepted. 10. Alterations and Improvements. Tenant, with the prior written consent of Landlord, which consent Landlord shall not withhold or delay unreasonably, shall have the right, during the Term, at its own cost and expense, to make any non-structural

alterations, installations, improvements, additions, restorations, replacements and other changes (collectively, "Alterations"), in, of or to the Improvements, provided that the same shall not reduce the value of the Demised Premises. Tenant, in making Alterations, shall comply with all applicable Governmental Regulations and with all reasonable conditions imposed by Landlord in connection with the making of any Alterations. Tenant shall obtain or cause to be obtained all building permits, licenses, temporary and permanent certificates of occupancy, and other governmental approvals which may be required in connection with the making of any Alterations. Landlord shall cooperate with Tenant in obtaining same and shall execute any documents required therefor all at Tenant's sole cost and expense. 11. Indemnification of Landlord. Tenant shall indemnify, defend and hold harmless Landlord against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be imposed on or incurred by or asserted against Landlord by reason of any of the following occurrences during the Term: (a) any work or thing done in, on or about the Demised Premises, or any part thereof, by any party other than Landlord; (b) any use, non-use, possession, occupation, condition, operation, maintenance or management of the Demised Premises; (c) any negligence on the part of Tenant or any of its agents, contractors, servants, employees, subtenants, licensees or invitees; or (d) any accident, injury or damage to any person or property occurring in the Demised Premises.

alterations, installations, improvements, additions, restorations, replacements and other changes (collectively, "Alterations"), in, of or to the Improvements, provided that the same shall not reduce the value of the Demised Premises. Tenant, in making Alterations, shall comply with all applicable Governmental Regulations and with all reasonable conditions imposed by Landlord in connection with the making of any Alterations. Tenant shall obtain or cause to be obtained all building permits, licenses, temporary and permanent certificates of occupancy, and other governmental approvals which may be required in connection with the making of any Alterations. Landlord shall cooperate with Tenant in obtaining same and shall execute any documents required therefor all at Tenant's sole cost and expense. 11. Indemnification of Landlord. Tenant shall indemnify, defend and hold harmless Landlord against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be imposed on or incurred by or asserted against Landlord by reason of any of the following occurrences during the Term: (a) any work or thing done in, on or about the Demised Premises, or any part thereof, by any party other than Landlord; (b) any use, non-use, possession, occupation, condition, operation, maintenance or management of the Demised Premises; (c) any negligence on the part of Tenant or any of its agents, contractors, servants, employees, subtenants, licensees or invitees; or (d) any accident, injury or damage to any person or property occurring in the Demised Premises. 12. Insurance. (a) Tenant shall provide, at its sole cost and expense, and shall keep in force at all times during the Term, policies of insurance with an insurance companies licensed to do business in the State of Kentucky, reasonably satisfactory to Landlord, as follows: (i) Comprehensive general public liability insurance in respect of the Demised Premises and the conduct of Tenant's business, with a combined single limit of not less than $10,000,000 for personal injury or death to any number of persons in any one occurrence and for property damage. Each such policy of liability insurance shall include Landlord and any other

person(s) Landlord may designate as additional insureds; (ii) casualty insurance for the benefit of Landlord covering all of the Improvements for the full replacement value thereof and insuring against loss or damage by fire or other casualty customarily included in extended coverage endorsements. All proceeds payable under such casualty insurance policies shall be adjusted with and payable to Tenant, to be held by Tenant in trust for the benefit of Landlord and applied toward repair and restoration of the Demised Premises in accordance with Article 16 of this Lease; (iii) worker's compensation insurance covering all persons employed by Tenant at the Demised Premises in such amounts and as required by law, naming Landlord as an additional insured; and (b) Tenant shall deliver policies of such insurance to Landlord on or before the Commencement Date and thereafter not less than ten (10) days prior to the expiration of any such policy. Such insurance shall provide, (i) that it cannot be cancelled (including cancellation for failure to pay premiums) or modified in any material respect without thirty (30) days' prior written notice to Landlord and (ii) that no act or thing done by the Tenant shall invalidate the policy as against the Landlord. (c) Any insurance required to be provided by Tenant pursuant to this Lease may, to the extent applicable, be provided by blanket insurance covering the Demised Premises and other locations at which Tenant conducts business, provided such blanket insurance complies with all applicable requirements of this Lease and contains an

person(s) Landlord may designate as additional insureds; (ii) casualty insurance for the benefit of Landlord covering all of the Improvements for the full replacement value thereof and insuring against loss or damage by fire or other casualty customarily included in extended coverage endorsements. All proceeds payable under such casualty insurance policies shall be adjusted with and payable to Tenant, to be held by Tenant in trust for the benefit of Landlord and applied toward repair and restoration of the Demised Premises in accordance with Article 16 of this Lease; (iii) worker's compensation insurance covering all persons employed by Tenant at the Demised Premises in such amounts and as required by law, naming Landlord as an additional insured; and (b) Tenant shall deliver policies of such insurance to Landlord on or before the Commencement Date and thereafter not less than ten (10) days prior to the expiration of any such policy. Such insurance shall provide, (i) that it cannot be cancelled (including cancellation for failure to pay premiums) or modified in any material respect without thirty (30) days' prior written notice to Landlord and (ii) that no act or thing done by the Tenant shall invalidate the policy as against the Landlord. (c) Any insurance required to be provided by Tenant pursuant to this Lease may, to the extent applicable, be provided by blanket insurance covering the Demised Premises and other locations at which Tenant conducts business, provided such blanket insurance complies with all applicable requirements of this Lease and contains an endorsement specifically identifying the Demised Premises as being covered thereunder. (d) Tenant shall cause all policies of fire and casualty insurance maintained by it in the respect of the Demised Premises to contain provisions waiving any right of subrogation on the part of the insurer with respect to any claims against Landlord. 13. Assignment, Subletting and Mortgaging. Tenant shall not, by operation of law or otherwise, assign or otherwise transfer this Lease or the term and estate hereby granted, sublet the Demised Premises or any part thereof or allow the same to be used, occupied or utilized by anyone other than Tenant, or mortgage, pledge, or encumber this Lease or the Demised Premises or any part thereof in any manner by reason of any act or omission on the part of Tenant, without in each instance obtaining the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold. Any transfer of the voting stock of Tenant resulting in the "person(s)" who shall own a majority of such stock immediately before such transfer ceasing

to own a majority of such stock after such transfer or any transfer of all or substantially all of the assets of Tenant shall be deemed to be an assignment of this Lease as to which Landlord's consent shall have been required. 14. Fixtures. All trade fixtures, equipment and items of personal property furnished or installed by Tenant at the Demised Premises, regardless of the manner of attachment, shall be and remain the property of Tenant and may be removed by Tenant at any time and from time to time during the Term or within the period of ten (10) days after the expiration of the Term. Tenant shall promptly repair all damage to the Demised Premises caused by the removal of any such trade fixtures, equipment and personal property. Any property of Tenant remaining in the Demised Premises after the expiration of such ten (10) day period shall be deemed abandoned by Tenant and shall become the property of Landlord without payment therefor. 15. Landlord's Access to the Demised Premises. Tenant shall permit Landlord to enter upon the Demised Premises, at all reasonable times during customary business hours of Tenant and upon reasonable notice, to inspect the Demised Premises. 16. Restoration Obligations. (a) In the event of damage to or destruction of the Demised Premises, or any part thereof, Tenant shall give prompt written notice thereof to Landlord and Tenant shall, at Tenant's sole cost and expense (whether or not any "Proceeds" (as hereinafter defined) are sufficient therefor) (i) immediately take all actions necessary to secure the Demised Premises from theft and vandalism and to safeguard against the risk of collapse and falling debris and

to own a majority of such stock after such transfer or any transfer of all or substantially all of the assets of Tenant shall be deemed to be an assignment of this Lease as to which Landlord's consent shall have been required. 14. Fixtures. All trade fixtures, equipment and items of personal property furnished or installed by Tenant at the Demised Premises, regardless of the manner of attachment, shall be and remain the property of Tenant and may be removed by Tenant at any time and from time to time during the Term or within the period of ten (10) days after the expiration of the Term. Tenant shall promptly repair all damage to the Demised Premises caused by the removal of any such trade fixtures, equipment and personal property. Any property of Tenant remaining in the Demised Premises after the expiration of such ten (10) day period shall be deemed abandoned by Tenant and shall become the property of Landlord without payment therefor. 15. Landlord's Access to the Demised Premises. Tenant shall permit Landlord to enter upon the Demised Premises, at all reasonable times during customary business hours of Tenant and upon reasonable notice, to inspect the Demised Premises. 16. Restoration Obligations. (a) In the event of damage to or destruction of the Demised Premises, or any part thereof, Tenant shall give prompt written notice thereof to Landlord and Tenant shall, at Tenant's sole cost and expense (whether or not any "Proceeds" (as hereinafter defined) are sufficient therefor) (i) immediately take all actions necessary to secure the Demised Premises from theft and vandalism and to safeguard against the risk of collapse and falling debris and (ii) promptly commence and diligently perform to completion the repair, restoration and rebuilding of that portion or portions of the Demised Premises so damaged or destroyed so as to restore the same to full compliance with all Governmental Regulations and so that the Improvements shall be repaired and restored, as nearly as possible, to the condition, value and general utility that existed prior to the damage or destruction (such repair, restoration and rebuilding being herein called "Restoration"). (b) All costs of Restoration, and all other work performed by or for Tenant at the Demised Premises, shall be paid for promptly when due and all Restoration and such other work shall be completed free and clear of claims of mechanics, materialmen, contractors, subcontractors and other persons. If required by Landlord, Tenant shall obtain waivers of liens, in form and content satisfactory to Landlord, from all such mechanics, materialmen, contractors, subcontractors and all other persons.

(c) If any Restoration is structural, or if the cost of any Restoration, as estimated by the Landlord, shall exceed $100,000 (in either case "Major Restoration"), Tenant shall, prior to the commencement of the Major Restoration, furnish to Landlord for its approval: (i) complete plans and specifications for the Major Restoration prepared by an architect satisfactory to the Landlord (the "Architect"), which shall be accompanied by (A) the Architect's signed estimate, bearing the Architect's seal, of the entire cost of completing the Major Restoration and (B) satisfactory evidence of the approval thereof by all governmental authorities whose approval is required; (ii) certified copies of all permits and approvals required in connection with the commencement and conduct of the Major Restoration; and (iii) a surety bond for, and/or guaranty of, the payment for the completion of the Major Restoration, which bond and/or guaranty shall be in form and content, and from a surety or guarantor, satisfactory to Landlord, and shall be in an amount not less than the Architect's estimate of the entire cost of completing the Major Restoration, less the net amount of insurance proceeds or (in the case of a "Taking", as defined in Article 17), the net amount of the condemnation award or compensation (in any such case "Proceeds"), if any, then held by Tenant for application toward the cost of the Major Restoration. Tenant shall not commence any Major Restoration until Tenant shall have complied with the applicable requirements of this Article 16, and after commencing any Major Restoration (and any other work undertaken at the Demised Premises) Tenant shall proceed diligently and in good faith to perform the same to completion in a good and workmanlike manner in accordance with (if required) the approved plans and specifications therefor. 17. Eminent Domain. (a) In the event of a taking for any public or quasi-public use by any lawful power or authority by exercise of the right of condemnation or eminent domain or by private purchase in lieu thereof (in any such event, a "Taking") of

(c) If any Restoration is structural, or if the cost of any Restoration, as estimated by the Landlord, shall exceed $100,000 (in either case "Major Restoration"), Tenant shall, prior to the commencement of the Major Restoration, furnish to Landlord for its approval: (i) complete plans and specifications for the Major Restoration prepared by an architect satisfactory to the Landlord (the "Architect"), which shall be accompanied by (A) the Architect's signed estimate, bearing the Architect's seal, of the entire cost of completing the Major Restoration and (B) satisfactory evidence of the approval thereof by all governmental authorities whose approval is required; (ii) certified copies of all permits and approvals required in connection with the commencement and conduct of the Major Restoration; and (iii) a surety bond for, and/or guaranty of, the payment for the completion of the Major Restoration, which bond and/or guaranty shall be in form and content, and from a surety or guarantor, satisfactory to Landlord, and shall be in an amount not less than the Architect's estimate of the entire cost of completing the Major Restoration, less the net amount of insurance proceeds or (in the case of a "Taking", as defined in Article 17), the net amount of the condemnation award or compensation (in any such case "Proceeds"), if any, then held by Tenant for application toward the cost of the Major Restoration. Tenant shall not commence any Major Restoration until Tenant shall have complied with the applicable requirements of this Article 16, and after commencing any Major Restoration (and any other work undertaken at the Demised Premises) Tenant shall proceed diligently and in good faith to perform the same to completion in a good and workmanlike manner in accordance with (if required) the approved plans and specifications therefor. 17. Eminent Domain. (a) In the event of a taking for any public or quasi-public use by any lawful power or authority by exercise of the right of condemnation or eminent domain or by private purchase in lieu thereof (in any such event, a "Taking") of the entire or a substantial portion of the Demised Premises which is sufficient to render the remaining portion thereof unsuitable for restoration for its continued use or occupancy by Tenant, either party to this Lease shall have the right to cancel this Lease by a notice to the other given not later than sixty (60) days following the Taking. Such notice shall specify a date (the "Taking Cancellation Date") on which this Lease shall be cancelled, which Taking Cancellation Date shall be the earlier to occur of the date of vesting of title or the date of transfer of possession, as a result of the Taking. If either party to this Lease shall exercise its right to cancel this Lease pursuant to this Paragraph (a), this Lease and the term and estate granted

by this Lease shall be wholly extinguished, and the Term shall expire on the Taking Cancellation Date in the same manner and with the same effect as if the Taking Cancellation Date were the Expiration Date, except that any Fixed Rent paid for any period after the Taking Cancellation Date shall be refunded to Tenant within fifteen (15) days after the Taking Cancellation Date. (b) If this Lease shall not be cancelled pursuant to Paragraph (a) of this Article 17, or in the event of a Taking of less than substantially all of the Demised Premises, then (i) this Lease and the Term shall, upon the earlier to occur of the date of vesting of title or transfer of possession as a result of the Taking, cease and expire with respect to the portion of the Demised Premises so Taken, (ii) Tenant shall promptly commence, and with reasonable dispatch prosecute to completion, the restoration of the portion of the Demised Premises remaining after the Taking to substantially the same condition and tenantability as existed immediately preceding the Taking, any such restoration to be performed in accordance with the provisions of Article 16 of this Lease, and (iii) the Fixed Rent shall be equitably abated as of the date of vesting of title or transfer of possession, whichever occurs earlier, as a result of the Taking, to reflect the rental value of the portion of the Demised Premises lost to Tenant by reason of the Taking. Any dispute as to the amount of such equitable abatement in the Fixed Rent shall be submitted to arbitration pursuant to Article 29 of this Lease. Until final resolution of the dispute, Tenant shall pay the Fixed Rent at the rate determined by Landlord and, after such determination, Landlord shall credit the amount of any overpayment toward future payments of the Fixed Rent. (c) In the event of a Taking, and whether or not this Lease is terminated, Tenant shall have no claim in respect of the award or payment for the value of the unexpired term of this Lease. Tenant may interpose and prosecute in any proceeding in respect of a Taking, independent of any claim of Landlord, claims for the reasonable value of Tenant's trade fixtures and leasehold improvements, for damages for interruption or dislocation of business in the Demised Premises and loss of good will, and for moving and remodeling expenses. The Proceeds of any award or payment received by Landlord in respect of any Taking shall be applied first toward payment of the cost of restoring the Demised Premises or any portion thereof damaged as a result of such Taking; the balance of such

by this Lease shall be wholly extinguished, and the Term shall expire on the Taking Cancellation Date in the same manner and with the same effect as if the Taking Cancellation Date were the Expiration Date, except that any Fixed Rent paid for any period after the Taking Cancellation Date shall be refunded to Tenant within fifteen (15) days after the Taking Cancellation Date. (b) If this Lease shall not be cancelled pursuant to Paragraph (a) of this Article 17, or in the event of a Taking of less than substantially all of the Demised Premises, then (i) this Lease and the Term shall, upon the earlier to occur of the date of vesting of title or transfer of possession as a result of the Taking, cease and expire with respect to the portion of the Demised Premises so Taken, (ii) Tenant shall promptly commence, and with reasonable dispatch prosecute to completion, the restoration of the portion of the Demised Premises remaining after the Taking to substantially the same condition and tenantability as existed immediately preceding the Taking, any such restoration to be performed in accordance with the provisions of Article 16 of this Lease, and (iii) the Fixed Rent shall be equitably abated as of the date of vesting of title or transfer of possession, whichever occurs earlier, as a result of the Taking, to reflect the rental value of the portion of the Demised Premises lost to Tenant by reason of the Taking. Any dispute as to the amount of such equitable abatement in the Fixed Rent shall be submitted to arbitration pursuant to Article 29 of this Lease. Until final resolution of the dispute, Tenant shall pay the Fixed Rent at the rate determined by Landlord and, after such determination, Landlord shall credit the amount of any overpayment toward future payments of the Fixed Rent. (c) In the event of a Taking, and whether or not this Lease is terminated, Tenant shall have no claim in respect of the award or payment for the value of the unexpired term of this Lease. Tenant may interpose and prosecute in any proceeding in respect of a Taking, independent of any claim of Landlord, claims for the reasonable value of Tenant's trade fixtures and leasehold improvements, for damages for interruption or dislocation of business in the Demised Premises and loss of good will, and for moving and remodeling expenses. The Proceeds of any award or payment received by Landlord in respect of any Taking shall be applied first toward payment of the cost of restoring the Demised Premises or any portion thereof damaged as a result of such Taking; the balance of such Proceeds, if any, shall be the sole property of Landlord and Tenant shall have no claim thereto. 18. Quiet Enjoyment. Tenant, upon paying the Fixed Rent and any Additional Rent due hereunder, and observing and keeping all covenants, warranties, agreements and conditions of this Lease on its part to be kept, shall quietly have and enjoy the

Demised Premises during the term of this Lease, without hindrance or molestation. 19. Landlord's Representations and Warranties. (a) Landlord represents and warrants to Tenant that, as of the Commencement Date: (i) Landlord has full power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by Landlord hereunder; (ii) The Demised Premises are free from all encumbrances, liens, defects in title, leases, tenancies, easements, restrictions and agreements, except the Permitted Encumbrances; (iii) The execution, delivery and performance of this Lease by Landlord (A) does not violate any contract, agreement or commitment to which Landlord is a party or by which Landlord is bound, and (B) have been duly authorized by all necessary corporate action of Landlord. 20. Force Majeure. If either party shall be prevented or delayed from punctually performing any obligation or satisfying any condition under this Lease by any strike, lockout, labor dispute, inability to obtain labor or materials, or reasonable substitutes therefor, Act of God, governmental restriction, regulation or control, enemy or hostile government action, civil commotion, insurrection, sabotage, fire or other casualty, or anyother condition beyond the reasonable control of such party, then the time to perform such obligation or satisfy such condition shall be extended by the delay caused by such event. If either party shall, as a result of any such event, be unable to exercise any right or option within any time limit provided therefor in this Lease, such time shall be deemed extended for a period equal to the duration of the delay caused by such event.

Demised Premises during the term of this Lease, without hindrance or molestation. 19. Landlord's Representations and Warranties. (a) Landlord represents and warrants to Tenant that, as of the Commencement Date: (i) Landlord has full power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by Landlord hereunder; (ii) The Demised Premises are free from all encumbrances, liens, defects in title, leases, tenancies, easements, restrictions and agreements, except the Permitted Encumbrances; (iii) The execution, delivery and performance of this Lease by Landlord (A) does not violate any contract, agreement or commitment to which Landlord is a party or by which Landlord is bound, and (B) have been duly authorized by all necessary corporate action of Landlord. 20. Force Majeure. If either party shall be prevented or delayed from punctually performing any obligation or satisfying any condition under this Lease by any strike, lockout, labor dispute, inability to obtain labor or materials, or reasonable substitutes therefor, Act of God, governmental restriction, regulation or control, enemy or hostile government action, civil commotion, insurrection, sabotage, fire or other casualty, or anyother condition beyond the reasonable control of such party, then the time to perform such obligation or satisfy such condition shall be extended by the delay caused by such event. If either party shall, as a result of any such event, be unable to exercise any right or option within any time limit provided therefor in this Lease, such time shall be deemed extended for a period equal to the duration of the delay caused by such event. 21. Landlord's Right to Cure. If Tenant shall be in default hereunder, Landlord, after thirty (30) days' written notice that Landlord intends to cure such default, or without notice if, in Landlord's reasonable judgment, an emergency shall exist, shall have the right, but not the obligation, to cure such default, and Tenant shall pay to Landlord upon demand the reasonable cost thereof plus interest at the lesser of twelve percent (12%) per annum or the maximum legal rate. 22. Tenant's Default. (a) If Tenant defaults in the performance of any obligation

under this Lease, Landlord may give notice to Tenant specifying the nature of such default. If Tenant does not, within ten (10) days after receipt of such notice, cure any default, other than a default in the payment of Fixed Rent or Additional Rent, or, if the default is of such a nature that it cannot reasonably be cured within such ten (10) day period and Tenant does not commence and proceed with reasonable diligence and in good faith to cure such default, or, if Tenant does not, within five (5) days after receipt of such notice, cure a default in the payment of Fixed Rent or Additional Rent, then after the expiration of such ten (10) or five (5) day period, as the case may be, Landlord may give to Tenant a notice terminating this Lease, and thereupon, this Lease and the term and estate hereby granted shall terminate with the same effect as if the date of such notice of termination were the Expiration Date, but Tenant shall remain liable for damages as provided in Paragraph (c) of this Article 22. Upon such termination Landlord may reenter the Demised Premises and dispossess Tenant and any other occupants thereof, remove their effects and hold the Demised Premises as if this Lease had not been made; and Tenant waives the service of any additional notice of intention to terminate this Lease, reenter the Demised Premises or to institute legal proceedings to that end. (b) If Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law, or any involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or if a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or if a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or if a permanent receiver of Tenant or of or for all or substantially all of the property of Tenant shall be appointed, then Landlord shall, (i) at any time after Landlord

under this Lease, Landlord may give notice to Tenant specifying the nature of such default. If Tenant does not, within ten (10) days after receipt of such notice, cure any default, other than a default in the payment of Fixed Rent or Additional Rent, or, if the default is of such a nature that it cannot reasonably be cured within such ten (10) day period and Tenant does not commence and proceed with reasonable diligence and in good faith to cure such default, or, if Tenant does not, within five (5) days after receipt of such notice, cure a default in the payment of Fixed Rent or Additional Rent, then after the expiration of such ten (10) or five (5) day period, as the case may be, Landlord may give to Tenant a notice terminating this Lease, and thereupon, this Lease and the term and estate hereby granted shall terminate with the same effect as if the date of such notice of termination were the Expiration Date, but Tenant shall remain liable for damages as provided in Paragraph (c) of this Article 22. Upon such termination Landlord may reenter the Demised Premises and dispossess Tenant and any other occupants thereof, remove their effects and hold the Demised Premises as if this Lease had not been made; and Tenant waives the service of any additional notice of intention to terminate this Lease, reenter the Demised Premises or to institute legal proceedings to that end. (b) If Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law, or any involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or if a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or if a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or if a permanent receiver of Tenant or of or for all or substantially all of the property of Tenant shall be appointed, then Landlord shall, (i) at any time after Landlord becomes aware of any such event, if such event occurs with the acquiescence of Tenant, or (ii) if such event occurs without the acquiescence of Tenant, at any time after the event continues for thirty (30) days, in either such case, give Tenant a notice specifying the same and if the event giving rise to Landlord's notice shall continue for ten (10) days after such notice is given; Landlord shall give Tenant a notice terminating this Lease and, upon the giving of such notice of termination, this Lease the term and estate hereby granted shall terminate with the same effect as if the date of Landlord's termination notice were the Expiration Date, but Tenant shall remain liable for damages as provided in Paragraph (c) of this Article 22. If this Lease and the Term shall cease and expire in accordance with this Paragraph (b), Landlord may

dispossess or remove Tenant or any other occupant of the Demised Premises, by summary proceedings or otherwise, and remove their effects and hold the Demised Premises as if this Lease had not been made. (c) After a dispossess or removal in accordance with Paragraph (a) or Paragraph (b) of this Article 22, (i) the Fixed Rent shall be paid up to the date of such dispossess or removal, (ii) Landlord may relet the Demised Premises or any part or parts thereof, either in the name of Landlord or otherwise for a term or terms which may, at the option of Landlord, be less than or exceed the period which would otherwise have constituted the balance of the Term and (iii) Tenant shall pay to Landlord, as liquidated damages, any deficiency between the Fixed Rent due hereunder and the amount, if any, of the rents collected on account of the new lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the balance of the Term (not including any renewal period the commencement of which shall not have occurred prior to such dispossess or removal). In computing such liquidated damages there shall be added to said deficiency all expenses which Landlord incurs in connection with reletting the Demised Premises, including, without limitation, the cost of keeping the Demised Premised in good order and the preparation of the same for such reletting, brokerage fees and attorneys' fees and disbursements. Such liquidated damages shall be paid by Tenant in monthly installments on the dates specified in this Lease for payment of Fixed Rent and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord may make such alterations, repairs, replacements, and decorations in and to the Demised Premises as Landlord considers advisable and necessary for the purposes of reletting the Demised Premises, and the making of such alterations and decorations shall not operate or be construed to release Tenant from liability for liquidated damages under this Lease. Landlord shall not be liable for failure to relet the Demised Premises or, in the event that the Demised Premises are relet, for failure to collect the rent under such reletting. 23. Holding Over. Should Tenant hold over in possession after the expiration of the Term of this Lease, such holding over shall not be deemed to extend the Term or renew this Lease, but the tenancy thereafter shall

dispossess or remove Tenant or any other occupant of the Demised Premises, by summary proceedings or otherwise, and remove their effects and hold the Demised Premises as if this Lease had not been made. (c) After a dispossess or removal in accordance with Paragraph (a) or Paragraph (b) of this Article 22, (i) the Fixed Rent shall be paid up to the date of such dispossess or removal, (ii) Landlord may relet the Demised Premises or any part or parts thereof, either in the name of Landlord or otherwise for a term or terms which may, at the option of Landlord, be less than or exceed the period which would otherwise have constituted the balance of the Term and (iii) Tenant shall pay to Landlord, as liquidated damages, any deficiency between the Fixed Rent due hereunder and the amount, if any, of the rents collected on account of the new lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the balance of the Term (not including any renewal period the commencement of which shall not have occurred prior to such dispossess or removal). In computing such liquidated damages there shall be added to said deficiency all expenses which Landlord incurs in connection with reletting the Demised Premises, including, without limitation, the cost of keeping the Demised Premised in good order and the preparation of the same for such reletting, brokerage fees and attorneys' fees and disbursements. Such liquidated damages shall be paid by Tenant in monthly installments on the dates specified in this Lease for payment of Fixed Rent and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord may make such alterations, repairs, replacements, and decorations in and to the Demised Premises as Landlord considers advisable and necessary for the purposes of reletting the Demised Premises, and the making of such alterations and decorations shall not operate or be construed to release Tenant from liability for liquidated damages under this Lease. Landlord shall not be liable for failure to relet the Demised Premises or, in the event that the Demised Premises are relet, for failure to collect the rent under such reletting. 23. Holding Over. Should Tenant hold over in possession after the expiration of the Term of this Lease, such holding over shall not be deemed to extend the Term or renew this Lease, but the tenancy thereafter shall continue as a tenancy from month to month at the sufferance of Landlord upon the terms and conditions herein contained and at a rental equal to two (2) times the Fixed Rent in effect immediately preceding the expiration of the Term.

24. End of Term. Upon the expiration or other termination of the Term, Tenant shall peaceably and quietly quit and surrender the Demised Premises. 25. Signs. Tenant shall have the right to install, maintain and replace in, on, over or in front of the Demised Premises or in any part thereof, or on the roof or exterior walls of any building(s) at the Demised Premises, such signs, placards and lights as Tenant may desire, provided Tenant shall comply with any applicable Governmental Regulations and shall obtain any necessary permits for such purposes. Any installations made by Tenant under this Article 25 shall be promptly removed at Tenant's expense upon the expiration or other termination of this Lease and any damage to the Improvements caused by such installation of removal shall be promptly repaired by Tenant at its expense. 26. No Broker. Landlord and Tenant each represent and warrant to the other that no broker was instrumental in consum-mating this Lease and neither had any conversations or negotiations with any broker concerning the leasing of the Demised Premises. Landlord and Tenant each agree to indemnify, defend and hold harmless the other from and against any claims for brokerage commissions or other compensation, and all claims, losses, damages, liabilities, costs and expenses in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements, which may arise by through or on account of any act of the indemnifying party. 27. Notices. All notices and other communications which either party is required or desires to send to the other party hereunder shall be in writing, mailed (registered or certified mail, return receipt requested, postage prepaid), be hand delivered or sent by nationally recognized overnight courier, prepaid. Notices and other communications shall be deemed to have been received on the earlier of the date of actual receipt or the third (3rd) regular business day after the day so mailed. Notices shall be addressed as follows: If to Landlord, to it at:

24. End of Term. Upon the expiration or other termination of the Term, Tenant shall peaceably and quietly quit and surrender the Demised Premises. 25. Signs. Tenant shall have the right to install, maintain and replace in, on, over or in front of the Demised Premises or in any part thereof, or on the roof or exterior walls of any building(s) at the Demised Premises, such signs, placards and lights as Tenant may desire, provided Tenant shall comply with any applicable Governmental Regulations and shall obtain any necessary permits for such purposes. Any installations made by Tenant under this Article 25 shall be promptly removed at Tenant's expense upon the expiration or other termination of this Lease and any damage to the Improvements caused by such installation of removal shall be promptly repaired by Tenant at its expense. 26. No Broker. Landlord and Tenant each represent and warrant to the other that no broker was instrumental in consum-mating this Lease and neither had any conversations or negotiations with any broker concerning the leasing of the Demised Premises. Landlord and Tenant each agree to indemnify, defend and hold harmless the other from and against any claims for brokerage commissions or other compensation, and all claims, losses, damages, liabilities, costs and expenses in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements, which may arise by through or on account of any act of the indemnifying party. 27. Notices. All notices and other communications which either party is required or desires to send to the other party hereunder shall be in writing, mailed (registered or certified mail, return receipt requested, postage prepaid), be hand delivered or sent by nationally recognized overnight courier, prepaid. Notices and other communications shall be deemed to have been received on the earlier of the date of actual receipt or the third (3rd) regular business day after the day so mailed. Notices shall be addressed as follows: If to Landlord, to it at: Melville Corporation c/o Thom McAn Shoe Company 67 Millbrook Street Worcester, MA 01606 Attention: Mr. Ashvin Mehta with a copy to: Melville Corporation

One Theall Road Rye, NY 10580 Attention: Legal Department If to Tenant, to it at: The Timberland Company 11 Merrill Industrial Drive P.O. Box 5050 Hampton, NH 03842-5050 with a copy to: Any party may, by a notice given in accordance with this Article 27, designate a different address for notices and other communications. 28. Certificates. Either party shall, without charge, at any time and from time to time, within ten (10) days after written request therefor, certify by written instrument duly executed and acknowledged, to the other party and to any purchaser, or proposed purchaser, or any other person, firm or corporation specified in such request: (a) That this Lease has not been amended, modified or supplemented, or if this Lease has been amended, modified or supplemented, the substance and manner of such amendment, modification or supplement; (b) that this Lease is the valid and binding obligation of said party and is in full force and effect in accordance with its terms as then

One Theall Road Rye, NY 10580 Attention: Legal Department If to Tenant, to it at: The Timberland Company 11 Merrill Industrial Drive P.O. Box 5050 Hampton, NH 03842-5050 with a copy to: Any party may, by a notice given in accordance with this Article 27, designate a different address for notices and other communications. 28. Certificates. Either party shall, without charge, at any time and from time to time, within ten (10) days after written request therefor, certify by written instrument duly executed and acknowledged, to the other party and to any purchaser, or proposed purchaser, or any other person, firm or corporation specified in such request: (a) That this Lease has not been amended, modified or supplemented, or if this Lease has been amended, modified or supplemented, the substance and manner of such amendment, modification or supplement; (b) that this Lease is the valid and binding obligation of said party and is in full force and effect in accordance with its terms as then constituted; (c) whether, to the knowledge of said party, there exists any event that, with the passage of time or the giving of notice, or both, would constitute a default under this Lease, and if said party shall have knowledge of such an event, specifying the nature of same; (d) whether, to the knowledge of said party, there exists any offsets, counterclaims, or defenses against the enforcement of any of the terms, covenants and conditions of this Lease as then constituted by the party requesting the certificate, and if so, specifying same; (e) the Commencement Date and Expiration Date of this Lease; and (f) any other matters as may reasonably be requested. Any such certificate may be relied upon by the party requesting it and any other person, firm or corporation to whom the same may be delivered, and the contents of such certificate shall be binding on the party executing same. 29. Arbitration. In any case where this Lease provides for submission of a dispute or matter to arbitration, the same shall be settled by arbitration in the State of Kentucky, in accordance

with the rules then obtaining of the American Arbitration Association or any successor thereto. The arbitrator or arbitrators may grant injunctions or other relief in such disputes or matters. The decision of the arbitrator or arbitrators shall be final, conclusive, and binding upon the parties, and a judgment may be entered thereon in any court having jurisdiction. Landlord and Tenant each shall pay one-half of the cost and expense of such arbitration, and each shall separately pay for its own attorneys' fees and expenses. 30. Invalidity of Certain Provisions. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, at any time, for any reason or to any extent, be invalid or unenforceable, the remainder of this Lease and the application of that term or pro-vision to other persons or circumstances, shall not be affected thereby, but shall be enforced to the extent permitted by law. 31. Governing Law. Irrespective of the place of execution or performance, this Lease, the rights and obligations of the parties hereto and the performance hereof shall be governed by and construed in accordance with the laws of the State of Kentucky as applied to contracts executed and to be performed wholly within that State. 32. No Waiver. The failure of Landlord or Tenant to complain of any act or omission on the part of the other party or to seek redress for the violation of, or insist on the strict performance of, any term, covenant or condition in this Lease no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by Landlord or Tenant at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. No accept-ance by Landlord of any partial payment shall constitute an accord or satisfaction but shall only be deemed a part payment on account. 33. Interpretation. This Lease shall be construed without regard to any presumption or other rule requiring

with the rules then obtaining of the American Arbitration Association or any successor thereto. The arbitrator or arbitrators may grant injunctions or other relief in such disputes or matters. The decision of the arbitrator or arbitrators shall be final, conclusive, and binding upon the parties, and a judgment may be entered thereon in any court having jurisdiction. Landlord and Tenant each shall pay one-half of the cost and expense of such arbitration, and each shall separately pay for its own attorneys' fees and expenses. 30. Invalidity of Certain Provisions. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, at any time, for any reason or to any extent, be invalid or unenforceable, the remainder of this Lease and the application of that term or pro-vision to other persons or circumstances, shall not be affected thereby, but shall be enforced to the extent permitted by law. 31. Governing Law. Irrespective of the place of execution or performance, this Lease, the rights and obligations of the parties hereto and the performance hereof shall be governed by and construed in accordance with the laws of the State of Kentucky as applied to contracts executed and to be performed wholly within that State. 32. No Waiver. The failure of Landlord or Tenant to complain of any act or omission on the part of the other party or to seek redress for the violation of, or insist on the strict performance of, any term, covenant or condition in this Lease no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by Landlord or Tenant at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. No accept-ance by Landlord of any partial payment shall constitute an accord or satisfaction but shall only be deemed a part payment on account. 33. Interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted. All terms and words used in this Lease, regardless of the number or gender shall be deemed to include any other number and any other genders, as the context may require. The term "Landlord" as used in this Lease shall mean only the owner for the time being of Landlord's interest in this Lease, so that upon any sale of the interest of Landlord in this Lease, Landlord's successor in interest shall, during the term of its ownership, be deemed to be the "Landlord" hereunder.

34. Captions. The article headings used in this Lease are for reference and convenience only, and shall not enter into the construction or interpretation of this Lease. 35. Entire Agreement. All prior understandings and agreements between Landlord and Tenant relating to the subject matter of this Lease are merged into this Lease, which alone contains the entire agreement between the parties. This Lease may not be modified or cancelled except by a writing executed by both Landlord and Tenant. 36. Successors and Assigns. Except as provided herein to the contrary, the covenants and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant, and their respective successors and assigns. 37. Right of First Refusal. Provided Tenant shall not be in default of any of the terms and provisions of this Lease, at any time during the Term, if Landlord shall receive an offer to purchase the Demised Premises which Landlord is willing to accept, Tenant shall have the right to purchase the Demised Premises upon the same terms and conditions as such offer. Tenant shall have a period of forty-five (45) days from the date of receipt of notice from Landlord of such offer within which to enter into a purchase and sale agreement with Landlord for the purchase of the Demised Premises on the same terms and conditions as such offer. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as of the day and year first above written. LANDLORD: Melville Corporation
By: /s/ Arthur V. Richards -------------------------Name: Arthur V. Richards TITLE: Vice President and Secretary

34. Captions. The article headings used in this Lease are for reference and convenience only, and shall not enter into the construction or interpretation of this Lease. 35. Entire Agreement. All prior understandings and agreements between Landlord and Tenant relating to the subject matter of this Lease are merged into this Lease, which alone contains the entire agreement between the parties. This Lease may not be modified or cancelled except by a writing executed by both Landlord and Tenant. 36. Successors and Assigns. Except as provided herein to the contrary, the covenants and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant, and their respective successors and assigns. 37. Right of First Refusal. Provided Tenant shall not be in default of any of the terms and provisions of this Lease, at any time during the Term, if Landlord shall receive an offer to purchase the Demised Premises which Landlord is willing to accept, Tenant shall have the right to purchase the Demised Premises upon the same terms and conditions as such offer. Tenant shall have a period of forty-five (45) days from the date of receipt of notice from Landlord of such offer within which to enter into a purchase and sale agreement with Landlord for the purchase of the Demised Premises on the same terms and conditions as such offer. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as of the day and year first above written. LANDLORD: Melville Corporation
By: /s/ Arthur V. Richards -------------------------Name: Arthur V. Richards TITLE: Vice President and Secretary

ATTEST: /s/ Maureen Richards - -------------------------Assistant Secretary

TENANT: THE TIMBERLAND COMPANY
/s/ KEITH D. MONDA ------------------------Name: Keith D. Monda Title: SR. VP/CFO By:

ATTEST
/s/ JANE E. OWENS - ---------------------------Jane E. Owens Assistant Secretary

EXHIBIT A The Land

TENANT: THE TIMBERLAND COMPANY
By: /s/ KEITH D. MONDA ------------------------Name: Keith D. Monda Title: SR. VP/CFO

ATTEST
/s/ JANE E. OWENS - ---------------------------Jane E. Owens Assistant Secretary

EXHIBIT A The Land All that certain plot, piece or parcel of land, together with the buildings and improvements thereon erected and all appurtenances, rights, privileges and easements pertaining thereto, situate, lying and being in Danville, Kentucky, more particularly bounded and described as follows: Beginning at an iron pin located at the northwest corner of the Jackson Chair Company tract and in the south line of American Greetings tract; thence with American Greetings' South line S. 73 deg. 27 min. W. 1025.7 feet along the center line of a High Pressure Gas Line easement to a post corner to Boyle County Industrial Foundation; thence continuing with Boyle County Industrial Foundation and center line of High Pressure Gas Line S. 53 deg. 02 min. W. 25.0 feet to an iron pin corner to Boyle County Industrial Foundation and Danville Development Corp; thence with Danville Development Corporation S. 16 deg. 33 min. E 1001.8 feet to an iron pin in the center line of a High Pressure Gas Line easement and corner to William Stone Dale; thence with William Stone Dale S. 89 deg. 56 min. E 819.3 feet to an iron pin; thence with Danville Development Corporation N. 54 Deg. 00 min. E. 125.6 feet to an iron pin; N 39 deg. 00 min. E 180.0 feet to an iron pin; thence with Danville Development Corporation and Jackson Chair Company N. 16 deg. 33 min W 1100.0 feet to the point of beginning and containing 27.41 acres, more or less, according to survey of Charles Thomas, R.L.S. 1918.

EXHIBIT B EQUIPMENT All equipment affixed or anchored to the ground or ceiling, including: - power conveyors - high bay racking - mezzanines - flow racks. Office and cafeteria furniture. Two (2) Toyota trucks. Two (2) Clark trucks. Six (6) Lift trucks for high bay storage area. Batteries and chargers.

EXHIBIT B EQUIPMENT All equipment affixed or anchored to the ground or ceiling, including: - power conveyors - high bay racking - mezzanines - flow racks. Office and cafeteria furniture. Two (2) Toyota trucks. Two (2) Clark trucks. Six (6) Lift trucks for high bay storage area. Batteries and chargers. Picking carts. One hundred fifty (150) wooden pallets. Phone System. Certain miscellaneous shop tools. EXHIBIT C Permitted Encumbrances 1. The terms, covenants and conditions of this lease. 2. Zoning or other laws, ordinances, resolutions, rules regulations and orders of all boards, bureaus, commissions and bodies, whether Municipal, County, State or Federal, now or hereafter having, acquiring or asserting jurisdiction over the Demised Premises or the use and occupancy thereof, provided the same do not prevent or interfere with the use and occupancy of the Demised Premises for the purposes the same is being used and occupied on the Commencement Date. 3. Any state of facts (including, without limitation, any party walls not the subject of a written agreement) which any accurate survey may show, provided the same do not prevent or interfere with the use and occupancy of the Demised Premises for

the purposes the same is being used and occupied on the Commencement Date. 4. All Agreements, easement, covenants and restrictions of record, to the extent the same are in force on the Commencement Date. 5. Revocable nature of any right to maintain vaults or vault spaces, basement and subbasement spaces, areas, pipes, water lines, conduits, sidewalk elevators, marquees or signs, beyond the building lines.

the purposes the same is being used and occupied on the Commencement Date. 4. All Agreements, easement, covenants and restrictions of record, to the extent the same are in force on the Commencement Date. 5. Revocable nature of any right to maintain vaults or vault spaces, basement and subbasement spaces, areas, pipes, water lines, conduits, sidewalk elevators, marquees or signs, beyond the building lines.

Exhibit 10.9(l) ENGLISH VERSION OF THE LEASE AGREEMENT TO BE EXECUTED BY AND BETWEEN SANTIAGO NORTE, S. A. INDUSTRIAL PARK (PISANO) AND TIMBERLAND DOMINICANA, S. A. BETWEEN: SANTIAGO NORTE, S. A. (PISANO) INDUSTRIAL PARK, a corporation organized and existing under Dominican laws, with main offices at the section of Ingenio Abajo, Santiago, duly represented herein by Engineer Jeannette Dominga Dominguez Aristy, a Dominican, of legal age, married, an agricultural engineer, domiciled and residing in Santiago de los Caballeros, bearer of Personal ID Card No. 76147 Series 31, duly renewed, in his capacity as Vice President of the Board of Directors, to be referred to hereinafter as "PISANO", Party of the First Part; and TIMBERLAND DOMINICANA, S. A., a company duly organized under the laws of the Dominican Republic, with offices at No. 52 Mustafa Kemal Ataturk Street in the city of Santo Domingo, National District, duly represented herein by Mister Edmond John Feeley, an American, of legal age, married, bearer of U.S. Passport No.012601897, in virtue of the First Resolution passed by the Board of Directors of the corporation on June 29, 1993, to be referred to hereinafter as "LESSEE", Party of the Second Part. Before formulating the lease herein, the parties state the following:

Exhibit 10.9(l) ENGLISH VERSION OF THE LEASE AGREEMENT TO BE EXECUTED BY AND BETWEEN SANTIAGO NORTE, S. A. INDUSTRIAL PARK (PISANO) AND TIMBERLAND DOMINICANA, S. A. BETWEEN: SANTIAGO NORTE, S. A. (PISANO) INDUSTRIAL PARK, a corporation organized and existing under Dominican laws, with main offices at the section of Ingenio Abajo, Santiago, duly represented herein by Engineer Jeannette Dominga Dominguez Aristy, a Dominican, of legal age, married, an agricultural engineer, domiciled and residing in Santiago de los Caballeros, bearer of Personal ID Card No. 76147 Series 31, duly renewed, in his capacity as Vice President of the Board of Directors, to be referred to hereinafter as "PISANO", Party of the First Part; and TIMBERLAND DOMINICANA, S. A., a company duly organized under the laws of the Dominican Republic, with offices at No. 52 Mustafa Kemal Ataturk Street in the city of Santo Domingo, National District, duly represented herein by Mister Edmond John Feeley, an American, of legal age, married, bearer of U.S. Passport No.012601897, in virtue of the First Resolution passed by the Board of Directors of the corporation on June 29, 1993, to be referred to hereinafter as "LESSEE", Party of the Second Part. Before formulating the lease herein, the parties state the following:

a. PISANO is in charge of the technical and operational management of a Free Exportation Zone at Km. 7 1/2 of the Santiago-Navarrete Highway which operates under the name of "Zona Franca Santiago-Navarrete", and is ruled by the provisions of Law 8-90 of January 15, l990 to promote the establishment of new free

a. PISANO is in charge of the technical and operational management of a Free Exportation Zone at Km. 7 1/2 of the Santiago-Navarrete Highway which operates under the name of "Zona Franca Santiago-Navarrete", and is ruled by the provisions of Law 8-90 of January 15, l990 to promote the establishment of new free zones and the growth of existing ones, the organization of which was duly approved by virtue of Executive Decree No. 27-92 of January 17, l992; and ratified by virtue of an agreement executed with the Dominican State on December 17, l992. b. LESSEE has applied to PISANO after due compliance with all appropriate requirements to set up an industry at the Santiago Norte Industrial Park (to be referred to herein as the PARK) in order to operate a business engaged in the manufacture and exportation of footwear and leather articles in general under the provisions of said Law 8-90, of the provisions herein and the Regulation that is attached as Schedule A to be deemed as an integral part hereof; Therefore, and in the understanding that the above preamble is to be deemed an integral part hereof, THE FOLLOWING HAS BEEN AGREED AND ENTERED INTO: FIRST: PISANO leases LESSEE hereby, and LESSEE agrees to lease the real estate described below for the price, term and under the

conditions provided hereunder: A one story type A-I building marked as number 2, located on Lot No. 60-Ref.-A-7 of Cadaster District 161 in the Municipality of Santiago, having a height of 20 feet on the sides and 25 feet in the center, concrete block walls, reinforced concrete flooring to bear a strength of up to 15 PSI (feet per square inch) a steel frame supported by reinforced concrete columns, gauge 26 aluzinc sheet roofing, aluminum windows, a pinewood and glass door at the entrance, and a loading and unloading ramp in the front of the building, which building includes the following inner areas, according to the blueprints attached hereto as Schedule B to be deemed as an integral part hereof, to wit:
Work Area Rest Rooms Area : 13,893.82 square feet : 380.30 square feet

conditions provided hereunder: A one story type A-I building marked as number 2, located on Lot No. 60-Ref.-A-7 of Cadaster District 161 in the Municipality of Santiago, having a height of 20 feet on the sides and 25 feet in the center, concrete block walls, reinforced concrete flooring to bear a strength of up to 15 PSI (feet per square inch) a steel frame supported by reinforced concrete columns, gauge 26 aluzinc sheet roofing, aluminum windows, a pinewood and glass door at the entrance, and a loading and unloading ramp in the front of the building, which building includes the following inner areas, according to the blueprints attached hereto as Schedule B to be deemed as an integral part hereof, to wit:
Work Area Rest Rooms Area Office Area Emergency Plant Housing Mess room Area TOTAL : 13,893.82 square feet : 380.30 square feet : 1,328.86 square feet : 269.00 square feet : 1,883.00 square feet : 17,754.98 SQUARE FEET

Paragraph: The parties herein agree hereby that formal delivery and reception of premises shall take place on June 30, l993. The forty-five (45) day period of grace that has been given to LESSEE to set up the equipment and machinery , a period during which LESSEE shall pay no rent at all, shall begin to count as of the date of said delivery; consequently, the first payment on account of monthly rent is to be made on August 14, l993 according to the provisions of Article Third hereinbelow. Furthermore, the parties herein agree hereby that during the first three (3) years of this lease, LESSEE shall pay no rent at all on account of the area provided for the construction of a mezzanine allowing for the expansion of the manufacturing operations in the leased premises.

In the event LESSEE decided to expand its business operations during the term hereof, an additional rental equivalent to seventy percent (70%) of the original rental price shall be paid to PISANO on account of the working area exclusively. SECOND: The lease herein shall be for a term of three (3) years as of the date of the satisfactory delivery to LESSEE of the building leased hereunder, which is to take place on June 30,

In the event LESSEE decided to expand its business operations during the term hereof, an additional rental equivalent to seventy percent (70%) of the original rental price shall be paid to PISANO on account of the working area exclusively. SECOND: The lease herein shall be for a term of three (3) years as of the date of the satisfactory delivery to LESSEE of the building leased hereunder, which is to take place on June 30, l993, and shall end automatically on June 30, l996, LESSEE undertaking hereby to pay the monthly rental price until delivery of premises to PISANO, were said delivery to take place after the term agreed hereunder. Notwithstanding the above, LESSEE may have the lease herein renewed for an additional period of two (2) years, provided, however, the following were to take place: a) Both parties were to agree on the rental price to be paid for the non-used available space (mezzanine) in the event LESSEE decided not to expand its operations. Such a payment shall begin to be made upon the start of the two (2) year period of renewal of the lease herein; b) LESSEE were to give PISANO one hundred and eighty (180) days' notice of its interest in renewing the lease prior to the expiration of the original three-year (3) period stated above. In this event the monthly rental price shall be determined according to the procedure stated in article third

herein. In the eventual case LESSEE were compelled to terminate the agreement thorugh no fault of PISANO's before the expiration of the term agreed on, a penalty amounting to six (6) months' rental price shall be paid to PISANO. Sixty (60) days' advance notice

herein. In the eventual case LESSEE were compelled to terminate the agreement thorugh no fault of PISANO's before the expiration of the term agreed on, a penalty amounting to six (6) months' rental price shall be paid to PISANO. Sixty (60) days' advance notice of any such termination shall be given to PISANO. In any such case the provisions in article fourth herein shall be applied to the guarantee deposit. It is expressly agreed by the parties that LESSEE may not assign or sub-lease in whole or in part its rights over the rented premises as provided hereunder without the prior and written consent of PISANO, except when assignee or sub-lessee were an affiliate or subsidiary of the parent company of LESSEE, in which case LESSEE shall advise PISANO its intent to assign the lease and shall submit PISANO all relevant documentation evidencing the affiliate or subsidiary character of any such new lessee. PISANO shall if appropriate, execute within a term not to exceed thirty (30) days a new lease with the new lessee under the same terms and conditions herein and for the remaining period of its term. Respecting the assignment of the rights of LESSEE hereunder and except in the event above foreseen concerning an assignee or sublessee which were an affiliate or subsidiary of the parent company of LESSEE prior due authorization by PISANO, the terms and conditions of the new lease shall be those applicable to

new lessees at the time of the execution of the new lease. Any assignees shall be duly authorized to operate at the Santiago Norte Industrial Park and must have been rated accordingly under Law No. 8-90 on free zones. In no case shall

new lessees at the time of the execution of the new lease. Any assignees shall be duly authorized to operate at the Santiago Norte Industrial Park and must have been rated accordingly under Law No. 8-90 on free zones. In no case shall LESSEE claim to be entitled to any rights acquired over the building or on account of any goodwill gained. THIRD: The basic price agreed on under this lease is of US$0.23 (twenty-three cents of a dollar) per square foot per month, that is to say, a monthly rental price of US$4,083.64 (four thousand and eighty three dollars and sixty-four cents) to be paid in advance at the offices of PISANO with no need of any prior requirement at all. It is hereby agreed, however, that said basic price shall remain subject to an annual increase conmensurate with the rate of inflation in the United States of America on the basis of each calendar year, i.e., from January to December each year as of the year l994, using the official report of the Department of Commerce of the United States as source for the determination of said inflation rate. In order to precisely determine the adjustment increase above stated and its application hereto, an illustrative example is given in the Internal Regulations. PISANO accepts, states and acknowledges that LESSEE, in its

capacity as free zone enterprise is under the obligation to exchange foreign currency through commercial banks to cover the price of the lease and the cost of services, PISANO thus undertaking to exchange any considerations paid in dollars of the United States of America (US$) that were received through

capacity as free zone enterprise is under the obligation to exchange foreign currency through commercial banks to cover the price of the lease and the cost of services, PISANO thus undertaking to exchange any considerations paid in dollars of the United States of America (US$) that were received through commercial banks hereunder, and to deliver LESSEE such documents as evidenced that any such exchange has been made on behalf of LESSEE within a term not to exceed thirty (30) days as of the date each payment were made. The parties herein agree hereby that were Law 8-90 of l990 and law 26l of l964 to be amended so as to allow payment in United States dollars (US$) and free zone enterprises were relased from their dollar exchange obligation, the provisions herein shall remain without effect. Paragraph. In case of failure to effect a monthly rental payment on the date provided herein or were any other monetary obligations to become overdue, interest shall accrue thereon at the rate of one percent (l%) per month and/or fraction thereof, such interest to be charged to LESSEE automatically and without need of any prior advice thereof. FOURTH: LESSEE shall deliver PISANO a guarantee deposit amounting to six (6) months' rental payment, or TWENTY-FOUR THOUSAND, FIVE HUNDRED AND ONE U.S. DOLLARS AND EIGHTY-FOUR CENTS (US$24,50l.84) to be delivered to PISANO in U.S. dollars in the following manner: a) Fifty (50%) percent at the execution

hereof; b) Fifty (50%) percent l80 days after the execution hereof, such a term to become due on December twenty-nine (29), l993. The exchange obligation foreseen in article third hereinabove

hereof; b) Fifty (50%) percent l80 days after the execution hereof, such a term to become due on December twenty-nine (29), l993. The exchange obligation foreseen in article third hereinabove shall apply to such considerations as were delivered as deposit; thus, LESSEE expressly acknowledges hereby that any eventual reimbursement of any considerations delivered as deposit, if appropriate, shall be necessarily made in Dominican pesos for such amounts as were evidenced by the appropriate exchange receipts delivered on account of the two installments provided in this article. Such deposit as is provided herein shall be returned to LESSEE as above stated not later than sixty (60) days as of delivery by LESSEE and reception by PISANO of the leased premises, except for any deductions that may be applied to said deposit, which would be the following: A. Any maintenance repairs that had not been made by LESSEE during the term hereof or any repairs that needed to be made because of damages to the rented premises resulting from the fault of LESSEE. B. Any considerations owed by LESSEE on account of any of the services listed in article fifth hereof.

C. Any interest accruing over any considerations owed. It is understood that LESSEE shall not be entitled to offset any amounts given in deposit against any rental payments owed by LESSEE and any such considerations or fractions thereof shall remain for the benefit of PISANO in the event LESSEE did not begin its business operations within the term of one hundred and

C. Any interest accruing over any considerations owed. It is understood that LESSEE shall not be entitled to offset any amounts given in deposit against any rental payments owed by LESSEE and any such considerations or fractions thereof shall remain for the benefit of PISANO in the event LESSEE did not begin its business operations within the term of one hundred and twenty (120) days following its being rated as a free zone enterprise as stated in article sixth hereof, except in case of force majeure duly verified by the parties or for causes which were not the fault of LESSEE, in which event the above term shall be suspended but in no case shall LESSEE be released from complying with each and every one of its obligations hereunder, specially as to the monthly payment of the rental and the maintenance price. It is further understood that the deposit obligation provided in article fourth hereinabove is not to be deemed as a limitation of the liability of LESSEE and that, consequently, in the event of default by LESSEE damages may be claimed by PISANO for a consideration in excess of said deposit, PISANO being entitled to claim any additional values that may considered appropriate as a fair compensation of any direct or indirect damages that may have been caused by LESSEE.

FIFTH: PISANO shall provide LESSEE the direct and indirect services listed below: Direct services a. Watchmen. b. Garbage collection c. Water supply

FIFTH: PISANO shall provide LESSEE the direct and indirect services listed below: Direct services a. Watchmen. b. Garbage collection c. Water supply d. Van parking. e. Sewer and drainage. Indirect services: a. Street lighting b. Health Clinic c. Cafeteria-Messroom. d. Customs clearances. e. Audio and data communications network; and f. Electric Power networks. LESSEE acknowledges hereby respecting the above basic services that same shall be provided as stated in the Regulations ruling leases in the PARK which are attached hereto as an integral part hereof. Paragraph I. It is expressly agreed that PISANO shall make

LESSEE a monthly charge which LESSEE accepts, amounting to seven percent (7%) of the monthly rental price of the lease as provided in article third hereinabove, on account of providing the direct services of watchmen, garbage collection, street lighting, sewer and drainage and the payment of the personnel working at customs, the LESSEE undertaking hereby to pay the above services on a monthly basis with no delay whatever, in the understanding that the rates for such services shall be reviewed for their

LESSEE a monthly charge which LESSEE accepts, amounting to seven percent (7%) of the monthly rental price of the lease as provided in article third hereinabove, on account of providing the direct services of watchmen, garbage collection, street lighting, sewer and drainage and the payment of the personnel working at customs, the LESSEE undertaking hereby to pay the above services on a monthly basis with no delay whatever, in the understanding that the rates for such services shall be reviewed for their adjustment as often as necessary. However, the direct services of water supply and van parking shall be charged as provided in the rates stated in the internal rules. Paragraph II. Any considerations due and remaining unpaid on account of the above services shall accrue interest at the rate of one (l%) percent per month and/or fraction thereof,and any such amounts overdue shall be deemed to be a breach hereto. SIXTH: LESSEE herein shall be solely authorized to set up and operate in the PARK such business as were provided in the rating application submitted or in the authorization granted, and that industrial operations shall be started within a term not to exceed one hundred and twenty (120) days as of securing said authorization or rating as free zone enterprise, except in the event of force majeure duly verified or for causes that were not

the fault of LESSEE, in which event such a term shall be suspended; however, LESSEE shall in no event be released from compliance with each and every one of its obligations hereunder, specifically the obligation to pay the monthly rental and maintenance price. Paragraph I. In the event LESSEE were unable to secure within a

the fault of LESSEE, in which event such a term shall be suspended; however, LESSEE shall in no event be released from compliance with each and every one of its obligations hereunder, specifically the obligation to pay the monthly rental and maintenance price. Paragraph I. In the event LESSEE were unable to secure within a term of one hundred and twenty (120) days as of the date of delivery of the leased premises, its rating as free zone enterprise due to force majeure or without fault, the lease herein shall be automatically terminated with no liability for the parties, and LESSEE shall effect delivery of the premises within a term of thirty (30) days. The parties herein acknowledge hereby that in the event foreseen in this paragraph LESSEE shall pay PISANO such rental price as shall cover the time during which LESSEE shall have effectively occupied such premises, while PISANO shall effect delivery of the deposit amount provided in article fourth hereinabove after duly effecting whatever deductions were appropriate. Paragraph II. It is expressly agreed that were LESSEE to be cancelled its free zone rating under Law 8-90 due to its fault duly proven, LESSEE shall be under the obligation to vacate and deliver PISANO the rented premises within a term of ninety (90) days as of the date of any such cancellation, LESSEE therefore losing its right to reimbursement of the guarantee deposit

provided in article Foue hereinabove and being compelled to pay the penalty foreseen in article second hereinabove, as well as the monthly rental price up until the time it were to actually and effectively vacate and deliver the rented premises, without

provided in article Foue hereinabove and being compelled to pay the penalty foreseen in article second hereinabove, as well as the monthly rental price up until the time it were to actually and effectively vacate and deliver the rented premises, without prejudice of any other damages as appropriate. Paragraph III. It is understood by the parties that LESSEE shall as soon as possible deposit in the offices of PISANO a copy of such documentation as was used in support of its free zone rating application, and a copy of the Resolution by the National Council of Free Zones within a term of thirty (30) days as of the date of said Resolution. SEVENTH: LESSEE shall be entitled to withdraw upon the expiration hereof, such equiment as had been installed by LESSEE in the rented premises prior authorization by the General Customs Directorate, provided it shall leave the premises in the same condition as they were found, provided, however, any improvements introduced by LESSEE shall remain for the benefit of PISANO with no compensation whatever. EIGHTH: LESSEE shall at its own expense maintain the rented premises in good state of upkeep, thus undertaking all such maintenance repairs as were required therefor, as well as such as were necessary to repair any damages resulting from the fault of

LESSEE. It is understood that LESSEE shall not be responsible for repairing any damages resulting from hidden or structural defects in the rented premises. Twelve (12) months after delivery of the premises, all expenditures on account of disrepairs to floorings, doors and

LESSEE. It is understood that LESSEE shall not be responsible for repairing any damages resulting from hidden or structural defects in the rented premises. Twelve (12) months after delivery of the premises, all expenditures on account of disrepairs to floorings, doors and windows shall be covered by LESSEE. NINTH: LESSEE undertakes to secure insurance policies and maintain them in force so as to cover the rented premises against risks, such policies to name PISANO as beneficiary, securing as well third party liability insurance covering both individuals and property inside the premises as provided in the Regulations attached hereto. LESSEE furhter acknowledges the convenience for its business of securing insurance against any risk or losses involving machinery, equipment, raw materials, finished goods and other items making up the assets of the business. TENTH: Except for the two (2) year renewal option provided in Article Second (2) hereinabove, the parties herein agree hereby that this lease may not be tacitly extended. In the event LESSEE

desired to renew the lease after its agreed three (3) year term of duration and the two (2) year extension provided hereinabaove, PISANO shall be given written advice thereof one hundred and eighty (180) days before the time of said expiration. Any such renewal shall be approved through an agreement signed by both parties herein. ELEVENTH: It is expressly agreed that the working conditions prevailing in the leased premises shall abide by all such

desired to renew the lease after its agreed three (3) year term of duration and the two (2) year extension provided hereinabaove, PISANO shall be given written advice thereof one hundred and eighty (180) days before the time of said expiration. Any such renewal shall be approved through an agreement signed by both parties herein. ELEVENTH: It is expressly agreed that the working conditions prevailing in the leased premises shall abide by all such regulations and rules on health, industrial safety and others as have been provided by the Departments of Labor, Public Health and other interested agencies. TWELFTH: It is expressly agreed hereunder that the business operations of LESSEE shall be of a continuous nature; therefore, any temporary suspension of business in excess of seven (7) working days shall be advised in writing to PISANO within the next twenty-four (24) hours after any such suspension. Any discontinuance of business shall be duly justified by LESSEE to PISANO whether due to monetary, market, financial or labor reasons, and in this latter instance, due authorization must be secured from the Secretariat of Labor. LESSEE herein acknowledges hereby that in the event of any

suspension of business as above stated in no case shall LESSEE be released from complying with each and every one of its obligations hereunder. Similarly, LESSEE herein acknowledges that the basic aim of Law 8-90 on industrial free zones under which terms it is operating in the Dominican Republic is the creation of permanent sources of work. In the event of any suspension lasting over six (6) months in a given calendar year, PISANO

suspension of business as above stated in no case shall LESSEE be released from complying with each and every one of its obligations hereunder. Similarly, LESSEE herein acknowledges that the basic aim of Law 8-90 on industrial free zones under which terms it is operating in the Dominican Republic is the creation of permanent sources of work. In the event of any suspension lasting over six (6) months in a given calendar year, PISANO shall be entitled to file for the termination hereof. THIRTEENTH: In the event of incompliance with any of the obligations of LESSEE hereunder, PISANO shall advise LESSEE of any such incompliance through certified letter return receipt requested or through bailiff's notice, therein giving LESSEE a thirty (30) day term to remedy any such incompliance. Were LESSEE to ignore any such communication, PISANO shall be entitled to demand the termination hereof further claiming such damages as might result from any such incompliance. FOURTEENTH: LESSEE shall repay PISANO all administrative expenditures incurred in drawing, executing and notarizing the lease herein, such expenses amounting to ONE THOUSAND, TWO HUNDRED AND FIFTY UNITED STATES DOLLARS (US$1,250.00).

Paragraph. In the event PISANO had to retain the professional services of an office of attorneys due to incompliance by LESSEE with any of its obligations hereunder, LESSEE shall reimburse PISANO all expenses and reasonable attorneys' fees incurred. FIFTEENTH: The parties herein expressly agree hereby that in the event of any disagreements or lawsuits respecting the lease herein, same shall be submitted to Dominican courts, waivering

Paragraph. In the event PISANO had to retain the professional services of an office of attorneys due to incompliance by LESSEE with any of its obligations hereunder, LESSEE shall reimburse PISANO all expenses and reasonable attorneys' fees incurred. FIFTEENTH: The parties herein expressly agree hereby that in the event of any disagreements or lawsuits respecting the lease herein, same shall be submitted to Dominican courts, waivering their right to resort to any other courts that may be empowered to hear said disagreements or lawsuits. Furthermore, it is agreed that for anything not specially contemplated herein, the parties shall abide by the provisions of Dominican laws. SIXTEENTH: For all the purposes and consequences hereof the parties elect their domiciles as follows: PISANO, at its main offices at Parque Industrial Santiago Norte, and LESSEE, at the law offices of PEREYRA & BIAGGI, located at 52 Mustafa Kemal Ataturk St. in the city of Santo Domingo, National District, Dominican Republic, where LESSEE shall be served any legal or extra legal documents concerning the execution hereof. SEVENTEENTH: The parties herein agree hereby to adscribe territorial jurisdiction to any of the following courts in the event of any differences between then:

A) For any matters falling under the jurisdiction or ratione materiae of a court of peace, to the Court of Peace of the Third Circumscription of the Municipality of Santiago. B) For any matters falling under the jurisdiction or ratione materiae of a Court of First Instance, to the Civil and Commercial Chamber of the Second Circumscription of the Court

A) For any matters falling under the jurisdiction or ratione materiae of a court of peace, to the Court of Peace of the Third Circumscription of the Municipality of Santiago. B) For any matters falling under the jurisdiction or ratione materiae of a Court of First Instance, to the Civil and Commercial Chamber of the Second Circumscription of the Court of First Instance of the Judicial District of Santiago. EIGHTEENTH: This agreement has been executed in both the Spanish and English languages. The parties herein expressly agree that in case of any interpretation controversy, the Spanish version will prevail. Executed and signed in two originals having the same tenor and effect, one for each one of the parties, in the city of Santiago de los Caballeros, Dominican Republic, on the twenty ninth (29) day of the month of June, nineteen hundred and ninety-three (l993).
/s/ Jeannette Dominga Dominguez Aristy PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) (by) Eng. Jeannette Dominga Dominguez Aristy Vice President of the Board of Directors

/s/ Edmund John Feeley TIMBERLAND DOMINICANA, S. A. (by) Edmond John Feeley

Exhibit 10.9(m) ENGLISH VERSION OF THE LEASE AGREEMENT TO BE EXECUTED BY AND BETWEEN COMPONENT FOOTWEAR DOMINICANA, S. A. AND PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) FOR THE LEASE OF BUILDING NO. 4 AT ZONA FRANCA INDUSTRIAL SANTIAGO NAVARRETE. BETWEEN: SANTIAGO NORTE, S. A. (PISANO) INDUSTRIAL PARK, a corporation organized and existing under Dominican laws, with main offices at the section of Ingenio Abajo, Santiago, duly represented herein by Engineer Federico Idelfonso Dominguez Aristy, a Dominican, of legal age, marital status married, an agricultural engineer, domiciled and residing in Santiago de los Caballeros, bearer of Personal ID Card No. 108239 Series 31, duly

Exhibit 10.9(m) ENGLISH VERSION OF THE LEASE AGREEMENT TO BE EXECUTED BY AND BETWEEN COMPONENT FOOTWEAR DOMINICANA, S. A. AND PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) FOR THE LEASE OF BUILDING NO. 4 AT ZONA FRANCA INDUSTRIAL SANTIAGO NAVARRETE. BETWEEN: SANTIAGO NORTE, S. A. (PISANO) INDUSTRIAL PARK, a corporation organized and existing under Dominican laws, with main offices at the section of Ingenio Abajo, Santiago, duly represented herein by Engineer Federico Idelfonso Dominguez Aristy, a Dominican, of legal age, marital status married, an agricultural engineer, domiciled and residing in Santiago de los Caballeros, bearer of Personal ID Card No. 108239 Series 31, duly renewed, in his capacity as Chairman of the Board of Directors, to be referred to hereinafter as "PISANO", Party of the First Part; and COMPONENT FOOTWEAR DOMINICANA, S. A., a company duly organized under the laws of the Dominican Republic, with offices at No. 52 Mustafa Kemal Ataturk Street in the city of Santo Domingo, National District, duly represented herein by Mister Edmund John Feeley, an American, of legal age, marital status married, bearer of U.S. Passport No. 012601897, and Mr. David Brett Gunn, an American, of legal age, marital status married, bearer of U.S. Passport No. 130418425 in virtue of Resolution passed by the Board of Directors of the Corporation on November 29, 1993, to be referred to hereinafter as "LESSEE", Party of the Second Part. Before formulating the lease herein, the parties state the following: a. PISANO is in charge of the technical and operational management of a Free Exportation Zone at Km. 7 1/2 of the Santiago-Navarrete Highway which operates under the name of "Zona Franca Santiago-Navarrete", and is ruled by the provisions of Law 8-90 of January 15, l990 to promote the establishment of new free zones and the growth of existing ones, the organization of which was duly approved by virtue of Executive Decree No. 27-92 of January 17, l992; and ratified by virtue of an agreement executed with the Dominican State on December 17, l992. b. LESSEE has requested PISANO before the corresponding proceeding the lease of an additional building to expand business operations in the Santiago Norte Industrial Park (to be referred to hereinafter as THE PARK), all of which shall be ruled by the provisions of Law 8-90 above cited, by the provisions herein and the Regulations that are attached hereto as Schedule A to be deemed as an integral part hereof;

Therefore, and in the understanding that the above preamble is to be deemed an integral part hereof, THE FOLLOWING HAS BEEN AGREED AND ENTERED INTO: FIRST: PISANO leases LESSEE hereby, and LESSEE agrees to lease the real estate described below for the price, term and under the conditions provided hereunder: A one story type A-1 building marked as number 4 located on LotNo. 60 - -REF-A-12 of Cadaster District No. 161 in the Munici-pality of Santiago, having a height of 20 feet on the sides and 25 feet in the center, concrete block walls, reinforced concrete flooring to bear a strength of up to 15 PSI (feet per square inch) a steel frame supported by reinforced concrete columns, gauge 26 aluzinc sheet roofing, aluminum windows, a pinewood and glass door at the entrance , and a loading and unloading ramp in the front of the building, which building includes the following inner areas, according to the blueprints attached hereto as Schedule B to be deemed as an integral part hereof, to wit:
Work Area Rest Rooms Area Office Area Emergency Plant Housing : 13,893.82 square feet : 380.30 square feet : 1,328.86 square feet : 376.60 square feet

Therefore, and in the understanding that the above preamble is to be deemed an integral part hereof, THE FOLLOWING HAS BEEN AGREED AND ENTERED INTO: FIRST: PISANO leases LESSEE hereby, and LESSEE agrees to lease the real estate described below for the price, term and under the conditions provided hereunder: A one story type A-1 building marked as number 4 located on LotNo. 60 - -REF-A-12 of Cadaster District No. 161 in the Munici-pality of Santiago, having a height of 20 feet on the sides and 25 feet in the center, concrete block walls, reinforced concrete flooring to bear a strength of up to 15 PSI (feet per square inch) a steel frame supported by reinforced concrete columns, gauge 26 aluzinc sheet roofing, aluminum windows, a pinewood and glass door at the entrance , and a loading and unloading ramp in the front of the building, which building includes the following inner areas, according to the blueprints attached hereto as Schedule B to be deemed as an integral part hereof, to wit:
Work Area Rest Rooms Area Office Area Emergency Plant Housing Mess room Area TOTAL : 13,893.82 square feet : 380.30 square feet : 1,328.86 square feet : 376.60 square feet : 1883.00 square feet : 17,862.60 Square feet

Paragraph: The parties herein agree hereby that formal delivery and reception of premises shall take place on November 15, 1993. The sixty (60) day period of grace that has been given to LESSEE to set up the equipment and machinery , a period during which LESSEE shall pay no rent at all, but the maintenance fees indicated herein above, shall begin to count as of the date of said delivery; During the 60 day period of grace above stated, PISANO shall by mutual agreement with the LESSEE carry out any additional works requested according to its needs as indicated in Exhibit C of the agreement. Furthermore, any construction details which could not be completed before delivery due to their being directly or indirectly related to the above mentioned additional works shall then be completed. Consequently, the first payment on account of monthly rent is to be made on January 15, 1994, according to the provisions of Article Third hereinbelow. Therefore, all payments of rent and

maintenance fees shall be made every fifteenth day of each month. Furthermore, the parties herein agree hereby that during the first three (3) years of this lease, LESSEE shall pay no rent at all on account of the area provided for the construction of a mezzanine allowing for the expansion of the manufacturing operations in the leased premises. In the event LESSEE decided to expand business operations to the mezzanine area during the term hereof, LESSEE shall effect PISANO an additional rental payment equal to seventy percent (70%) of the basic initial rental paid for the productive area, which measures 13,893.82 square feet. SECOND: The lease herein shall be for a term of three (3) years as of the date of the satisfactory delivery to LESSEE of the building leased hereunder, which is to take place on November 15, 1993, and shall end automatically on November 15, 1996, LESSEE undertaking hereby to pay the monthly rental price until delivery of premises to PISANO, were said delivery to take place after the term agreed hereunder. Notwithstanding the above stated, LESSEE may renew the lease herein for an additional two (2) year period, provided however, that a) in the event LESSEE had not expanded operations to the mezzanine area during the initial term of amount equal to thirty percent (30%) of the monthly rental price paid by the enterprise for the productive area, measuring 13,893.82 square feet; and b) LESSEE shall advise PISANO its desire to renew the lease at least one hundred and eighty (180) days before the expiration of the three (3) year period above stated. In such a case the amout of the monthly rent shall be determined following the procedure provided in Article

maintenance fees shall be made every fifteenth day of each month. Furthermore, the parties herein agree hereby that during the first three (3) years of this lease, LESSEE shall pay no rent at all on account of the area provided for the construction of a mezzanine allowing for the expansion of the manufacturing operations in the leased premises. In the event LESSEE decided to expand business operations to the mezzanine area during the term hereof, LESSEE shall effect PISANO an additional rental payment equal to seventy percent (70%) of the basic initial rental paid for the productive area, which measures 13,893.82 square feet. SECOND: The lease herein shall be for a term of three (3) years as of the date of the satisfactory delivery to LESSEE of the building leased hereunder, which is to take place on November 15, 1993, and shall end automatically on November 15, 1996, LESSEE undertaking hereby to pay the monthly rental price until delivery of premises to PISANO, were said delivery to take place after the term agreed hereunder. Notwithstanding the above stated, LESSEE may renew the lease herein for an additional two (2) year period, provided however, that a) in the event LESSEE had not expanded operations to the mezzanine area during the initial term of amount equal to thirty percent (30%) of the monthly rental price paid by the enterprise for the productive area, measuring 13,893.82 square feet; and b) LESSEE shall advise PISANO its desire to renew the lease at least one hundred and eighty (180) days before the expiration of the three (3) year period above stated. In such a case the amout of the monthly rent shall be determined following the procedure provided in Article Third herein below". In the eventual case LESSEE were compelled to terminate the agreement thorugh no fault of PISANO's before the expiration of the term agreed on, a penalty amounting to six (6) months' rental price shall be paid to PISANO. Sixty (60) days' advance notice of any such termination shall be given to PISANO. In any such case the provisions in article fourth herein shall be applied to the guarantee deposit. It is expressly agreed by the parties that LESSEE may not assign or sub-lease in whole or in part its rights over the rented premises as provided hereunder without the prior and written consent of PISANO, except when assignee or sub-lessee were an affiliate or subsidiary of the parent company of LESSEE, in which

case LESSEE shall advise PISANO its intent to assign the lease and shall submit pisano all relevant documentation evidencing the affiliate or subsidiary character of any such new lessee. PISANO shall, if appropriate, execute within a term not to exceed thirty (30) days a new lease with the new lessee under the same terms and conditions herein and for the remaining period of its term. Respecting the assignment of the rights of LESSEE hereunder and except in the event above foreseen concerning an assignee or sub- lessee which were an affiliate or subsidiary of the parent company of LESSEE prior due authorization by PISANO, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Likewise, in the event the LESSEE transfers a substantial part of its assets to a new entity authorized by PISANO to be a transferee of LESSEE's rights under this Lease, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Any assignees shall be duly authorized to operate at the Santiago Norte Industrial Park and must have been rated accordingly under Law No. 8-90 on free zones. In no case shall LESSEE claim to be entitled to any rights acquired over the building or on account of any goodwill gained. THIRD: The basic price agreed on under this lease is of US$0.23 (twenty-three cents of a dollar) per square foot per month, that is to say, a monthly rental price of FOUR THOUSAND ONE HUNDRED EIGHT U. S. DOLLARS AND FOURTY CENTS (U$4,108.40) to be paid in advance at the offices of PISANO with no need of any prior requirement at all. It is hereby agreed, however, that said basic price shall remain subject to an annual increase conmensurate with

case LESSEE shall advise PISANO its intent to assign the lease and shall submit pisano all relevant documentation evidencing the affiliate or subsidiary character of any such new lessee. PISANO shall, if appropriate, execute within a term not to exceed thirty (30) days a new lease with the new lessee under the same terms and conditions herein and for the remaining period of its term. Respecting the assignment of the rights of LESSEE hereunder and except in the event above foreseen concerning an assignee or sub- lessee which were an affiliate or subsidiary of the parent company of LESSEE prior due authorization by PISANO, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Likewise, in the event the LESSEE transfers a substantial part of its assets to a new entity authorized by PISANO to be a transferee of LESSEE's rights under this Lease, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Any assignees shall be duly authorized to operate at the Santiago Norte Industrial Park and must have been rated accordingly under Law No. 8-90 on free zones. In no case shall LESSEE claim to be entitled to any rights acquired over the building or on account of any goodwill gained. THIRD: The basic price agreed on under this lease is of US$0.23 (twenty-three cents of a dollar) per square foot per month, that is to say, a monthly rental price of FOUR THOUSAND ONE HUNDRED EIGHT U. S. DOLLARS AND FOURTY CENTS (U$4,108.40) to be paid in advance at the offices of PISANO with no need of any prior requirement at all. It is hereby agreed, however, that said basic price shall remain subject to an annual increase conmensurate with the rate of inflation in the United States of America on the basis of each calendar year, i.e., from January to December each year as of the year l994, using the official report of the Department of Commerce of the United States as source for the determination of said inflation rate. Therefore, in order to enforce the above stated increase, every month of January of each year, the contract's lease price will be increased in advance taking a four percent (4%) as the annual increase average on the inflation rate, and such percentage will be adjusted when the Department of Commerce of the United States officially informs the inflation rate of that country in the former year. The adjustments can be positive or negative. In the first case, the resulting surplus will be inmediately demandable by PISANO to LESSEE, in the event the adjustment were negative,

PISANO shall credit THE LESSE's account for the amount overcharged. In order to precisely determine the adjustment increase above stated and its application hereto, an illustrative example is given in the Internal Regulations. PISANO accepts, states and acknowledges that LESSEE, in its capacity as free zone enterprise is under the obligation to exchange foreign currency through commercial banks to cover the price of the lease and the cost of services, PISANO thus undertaking to exchange any considerations paid in dollars of the United States of America (US$) that were received through commercial banks hereunder, and to deliver LESSEE such documents as evidence that any such exchange has been made on behalf of LESSEE within a term not to exceed thirty (30) days as of the date each payment were made. The parties herein agree hereby that were Law 8-90 of l990 and law 26l of l964 to be amended so as to allow payment in United States dollars (US$) and free zone enterprises were relased from their dollar exchange obligation, the provisions herein shall remain without effect. Paragraph. In case of failure to effect a monthly rental payment on the date provided herein or were any other monetary obligations to become overdue, interest shall accrue thereon at the rate of one percent (l%) per month and/or fraction thereof, such interest to be charged to LESSEE automatically and without need of any prior advice thereof. FOURTH: LESSEE shall deliver PISANO a guarantee deposit amounting to three (3) months' rental payment, or TWELVE THOUSAND, THREE HUNDRED AND TWENTY FIVE U.S. DOLLARS AND TWENTY CENTS (US$12,325.20) to be delivered to PISANO in U.S. dollars at the execution hereof. The exchange obligation foreseen in article third hereinabove shall apply to such considerations as were delivered

PISANO shall credit THE LESSE's account for the amount overcharged. In order to precisely determine the adjustment increase above stated and its application hereto, an illustrative example is given in the Internal Regulations. PISANO accepts, states and acknowledges that LESSEE, in its capacity as free zone enterprise is under the obligation to exchange foreign currency through commercial banks to cover the price of the lease and the cost of services, PISANO thus undertaking to exchange any considerations paid in dollars of the United States of America (US$) that were received through commercial banks hereunder, and to deliver LESSEE such documents as evidence that any such exchange has been made on behalf of LESSEE within a term not to exceed thirty (30) days as of the date each payment were made. The parties herein agree hereby that were Law 8-90 of l990 and law 26l of l964 to be amended so as to allow payment in United States dollars (US$) and free zone enterprises were relased from their dollar exchange obligation, the provisions herein shall remain without effect. Paragraph. In case of failure to effect a monthly rental payment on the date provided herein or were any other monetary obligations to become overdue, interest shall accrue thereon at the rate of one percent (l%) per month and/or fraction thereof, such interest to be charged to LESSEE automatically and without need of any prior advice thereof. FOURTH: LESSEE shall deliver PISANO a guarantee deposit amounting to three (3) months' rental payment, or TWELVE THOUSAND, THREE HUNDRED AND TWENTY FIVE U.S. DOLLARS AND TWENTY CENTS (US$12,325.20) to be delivered to PISANO in U.S. dollars at the execution hereof. The exchange obligation foreseen in article third hereinabove shall apply to such considerations as were delivered as deposit; thus, LESSEE expressly acknowledges hereby that any eventual reimbursement of any considerations delivered as deposit, if appropriate, shall be necessarily made in Dominican pesos for such amounts as were evidenced by the appropriate exchange receipts delivered on account of the two installments provided in this article. Such deposit as is provided herein shall be returned to LESSEE as above stated not later than sixty (60) days as of delivery by PISANO and reception by LESSEE of the leased premises, except for any deductions that may be applied to said deposit, which would be the following:

A. Any maintenance repairs that had not been made by LESSEE during the term hereof or any repairs that needed to be made because of damages to the rented premises resulting from the fault of LESSEE. B. Any considerations owed by LESSEE on account of any of the services listed in article fifth hereof. C. Any interest accruing over any considerations owed. It is understood that LESSEE shall not be entitled to offset any amounts given in deposit against any rental payments owed by LESSEE and any such considerations or fractions thereof shall remain for the benefit of PISANO in the event LESSEE did not begin its business operations within the term of one hundred and twenty (120) days following its solicitude before the National Council of Free Zones for the ampliation of is Free Zone License as stated in article sixth hereof, except in case of force majeure duly verified by the parties or for causes which were not the fault of LESSEE, in which event the above term shall be suspended but in no case shall LESSEE be released from complying with each and every one of its obligations hereunder, specially as to the monthly payment of the rental and the maintenance fees. It is further understood that the deposit obligation provided in article fourth hereinabove is not to be deemed as a limitation of the liability of LESSEE and that, consequently, in the event of default by LESSEE damages may be claimed by PISANO for a consideration in excess of said deposit, PISANO being entitled to claim any additional values that may considered appropriate as a fair compensation of any direct or indirect damages that may have been caused by LESSEE. FIFTH: PISANO shall provide LESSEE the direct and indirect services listed below:

A. Any maintenance repairs that had not been made by LESSEE during the term hereof or any repairs that needed to be made because of damages to the rented premises resulting from the fault of LESSEE. B. Any considerations owed by LESSEE on account of any of the services listed in article fifth hereof. C. Any interest accruing over any considerations owed. It is understood that LESSEE shall not be entitled to offset any amounts given in deposit against any rental payments owed by LESSEE and any such considerations or fractions thereof shall remain for the benefit of PISANO in the event LESSEE did not begin its business operations within the term of one hundred and twenty (120) days following its solicitude before the National Council of Free Zones for the ampliation of is Free Zone License as stated in article sixth hereof, except in case of force majeure duly verified by the parties or for causes which were not the fault of LESSEE, in which event the above term shall be suspended but in no case shall LESSEE be released from complying with each and every one of its obligations hereunder, specially as to the monthly payment of the rental and the maintenance fees. It is further understood that the deposit obligation provided in article fourth hereinabove is not to be deemed as a limitation of the liability of LESSEE and that, consequently, in the event of default by LESSEE damages may be claimed by PISANO for a consideration in excess of said deposit, PISANO being entitled to claim any additional values that may considered appropriate as a fair compensation of any direct or indirect damages that may have been caused by LESSEE. FIFTH: PISANO shall provide LESSEE the direct and indirect services listed below: Direct services a. Admission Control b. Garbage collection c. Water supply d. Van parking. e. Sewer and drainage. Indirect services: a. Street lighting b. Health Clinic

c. Cafeteria- Messroom. d. Firemen Service. e. Audio and data communications network; and f. Electric Power networks. g. Security Facilities Service LESSEE acknowledges hereby respecting the above basic services that same shall be provided as stated in the Regulations ruling leases in the PARK which are attached hereto as an integral part hereof. Paragraph I. It is expressly agreed that PISANO shall make LESSEE a monthly charge which LESSEE accepts, amounting to ten (10%) of the monthly rental price of the lease as provided in article third hereinabove, on account of providing the direct services of Admission Control, garbage collection, street lighting, sewer and drainage and the payment of the personnel working as firemen, PISANO undertaking hereby to pay the above services on a monthly basis with no delay whatever, in the understanding that such rates as shall rule these services may be subject to revision by mutual agreement whenever there were financial reasons justifying any such revision. Direct water supply and container parking services shall be collected as provided in Section IV-A, letters c) and d) of the attached Internal Regulations". Paragraph II. Any considerations due and remaining unpaid on account of the above services shall accrue interest

c. Cafeteria- Messroom. d. Firemen Service. e. Audio and data communications network; and f. Electric Power networks. g. Security Facilities Service LESSEE acknowledges hereby respecting the above basic services that same shall be provided as stated in the Regulations ruling leases in the PARK which are attached hereto as an integral part hereof. Paragraph I. It is expressly agreed that PISANO shall make LESSEE a monthly charge which LESSEE accepts, amounting to ten (10%) of the monthly rental price of the lease as provided in article third hereinabove, on account of providing the direct services of Admission Control, garbage collection, street lighting, sewer and drainage and the payment of the personnel working as firemen, PISANO undertaking hereby to pay the above services on a monthly basis with no delay whatever, in the understanding that such rates as shall rule these services may be subject to revision by mutual agreement whenever there were financial reasons justifying any such revision. Direct water supply and container parking services shall be collected as provided in Section IV-A, letters c) and d) of the attached Internal Regulations". Paragraph II. Any considerations due and remaining unpaid on account of the above services shall accrue interest at the rate of one (l%) percent per month and/or fraction thereof,and any such amounts overdue shall be deemed to be a breach hereto. SIXTH: LESSEE herein shall be solely authorized to set up and operate in the PARK such business as were provided in its Free Zone License or in the ammendments to such License, and that industrial operations shall be started within a term not to exceed one hundred and twenty (120) days as of securing said Free Zone License or in its ammendments, except in the event of force majeure duly verified or for causes that were not the fault of LESSEE, in which event such a term shall be suspended; however, LESSEE shall in no event be released from compliance with each and every one of its obligations hereunder, specifically the obligation to pay the monthly rental and maintenance fees. Paragraph I. In the event LESSEE were unable to secure within a term of one hundred and twenty (120) days as of the date of delivery of the leased premises its rating as free zone enterprise due to force majeure or without fault, the lease herein shall be automatically terminated with no liability for

the parties, and LESSEE shall effect delivery of the premises within a term of thirty (30) days. The parties herein acknowledge hereby that in the event foreseen in this paragraph LESSEE shall pay PISANO such rental price and manintenance fees, as shall cover the time during which LESSEE shall have effectively occupied such premises, while PISANO shall effect delivery of the deposit amount provided in article fourth hereinabove after duly effecting whatever deductions were appropriate. Paragraph II. It is expressly agreed that were LESSEE to be cancelled its free zone rating under Law 8-90 due to its fault duly proven, LESSEE shall be under the obligation to vacate and deliver PISANO the rented premises within a term of ninety (90) days as of the date of any such cancellation, LESSEE therefore losing its right to reimbursement of the guarantee deposit provided in article 4 hereinabove and being compelled to pay the penalty foreseen in article second hereinabove, as well as the monthly rental price up until the time it were to actually and effectively vacate and deliver the rented premises, without prejudice of any other damages as appropriate. Paragraph III. It is understood by the parties that LESSEE shall as soon as possible deposit in the offices of PISANO a copy of such documentation as was used in support of its free zone rating application, or its solicitude for the ammendement of its Free Zone License intended to enlarge its operations and a copy of the Resolution by the National Free Exportation Council within a term of thirty (30) days as of the date of said Resolution. SEVENTH: LESSEE hereing shall be entitled to withdraw at the expiration hereof, all and any machinery and equipment, electrical installations in general, air conditioners, furniture, and in general, any goods of any kind which were owned by LESSEE and had been installed by LESSEE in the rented premises prior due authorization by the General Customs Directorate, provided however, the premises were left in the same condition they were

the parties, and LESSEE shall effect delivery of the premises within a term of thirty (30) days. The parties herein acknowledge hereby that in the event foreseen in this paragraph LESSEE shall pay PISANO such rental price and manintenance fees, as shall cover the time during which LESSEE shall have effectively occupied such premises, while PISANO shall effect delivery of the deposit amount provided in article fourth hereinabove after duly effecting whatever deductions were appropriate. Paragraph II. It is expressly agreed that were LESSEE to be cancelled its free zone rating under Law 8-90 due to its fault duly proven, LESSEE shall be under the obligation to vacate and deliver PISANO the rented premises within a term of ninety (90) days as of the date of any such cancellation, LESSEE therefore losing its right to reimbursement of the guarantee deposit provided in article 4 hereinabove and being compelled to pay the penalty foreseen in article second hereinabove, as well as the monthly rental price up until the time it were to actually and effectively vacate and deliver the rented premises, without prejudice of any other damages as appropriate. Paragraph III. It is understood by the parties that LESSEE shall as soon as possible deposit in the offices of PISANO a copy of such documentation as was used in support of its free zone rating application, or its solicitude for the ammendement of its Free Zone License intended to enlarge its operations and a copy of the Resolution by the National Free Exportation Council within a term of thirty (30) days as of the date of said Resolution. SEVENTH: LESSEE hereing shall be entitled to withdraw at the expiration hereof, all and any machinery and equipment, electrical installations in general, air conditioners, furniture, and in general, any goods of any kind which were owned by LESSEE and had been installed by LESSEE in the rented premises prior due authorization by the General Customs Directorate, provided however, the premises were left in the same condition they were found. However, any improvements thereto shall remain for the benefit of PISANO with no compensation whatever; this will include any additional doors, windows or bathrooms, air extractors, inside partitions, any annexities constructed after due prior approval, any alterations to the structure of the roof, etc. EIGHTH: LESSEE shall at its own expense maintain the rented premises in good state of upkeep, thus undertaking all such maintenance repairs as were required therefor, as well as such as were necessary to repair any damages resulting from the fault of LESSEE.

It is understood that LESSEE shall not be responsible for repairing any damages resulting from hidden or structural defects in the rented premises. Twelve (12) months after delivery of the premises, all expenditures on account of disrepairs to floorings, doors and windows shall be covered by LESSEE. NINTH: LESSEE undertakes to secure insurance policies and maintain them in force so as to cover the rented premises against risks, such policies to name PISANO as beneficiary, securing as well third party liability insurance covering both individuals and property inside the premises as provided in the Regulations attached hereto. LESSEE further acknowledges the convenience for its business of securing insurance against any risk or losses involving machinery, equipment, raw materials, finished goods and other items making up the assets of the business. TENTH: Except for the two (2) year renewal option provided in Article Second (2) hereinabove, the parties herein agree hereby that this lease may not be tacitly extended. In the event LESSEE desired to renew the lease after its agreed three (3) year term of duration and the two (2) year extension provided hereinabaove, PISANO shall be given written advice thereof one hundred and eighty (180) days before the time of said expiration. Any such renewal shall be approved through an agreement signed by both parties herein. ELEVENTH: It is expressly agreed that the working conditions prevailing in the leased premises shall abide by all such regulations and rules on health, industrial safety and others as have been provided by the Departments of Labor, Public Health and other interested agencies. TWELFTH: It is expressly agreed hereunder that the business operations of LESSEE shall be of a continuous

It is understood that LESSEE shall not be responsible for repairing any damages resulting from hidden or structural defects in the rented premises. Twelve (12) months after delivery of the premises, all expenditures on account of disrepairs to floorings, doors and windows shall be covered by LESSEE. NINTH: LESSEE undertakes to secure insurance policies and maintain them in force so as to cover the rented premises against risks, such policies to name PISANO as beneficiary, securing as well third party liability insurance covering both individuals and property inside the premises as provided in the Regulations attached hereto. LESSEE further acknowledges the convenience for its business of securing insurance against any risk or losses involving machinery, equipment, raw materials, finished goods and other items making up the assets of the business. TENTH: Except for the two (2) year renewal option provided in Article Second (2) hereinabove, the parties herein agree hereby that this lease may not be tacitly extended. In the event LESSEE desired to renew the lease after its agreed three (3) year term of duration and the two (2) year extension provided hereinabaove, PISANO shall be given written advice thereof one hundred and eighty (180) days before the time of said expiration. Any such renewal shall be approved through an agreement signed by both parties herein. ELEVENTH: It is expressly agreed that the working conditions prevailing in the leased premises shall abide by all such regulations and rules on health, industrial safety and others as have been provided by the Departments of Labor, Public Health and other interested agencies. TWELFTH: It is expressly agreed hereunder that the business operations of LESSEE shall be of a continuous nature; therefore, any temporary suspension of business in excess of seven (7) working days shall be advised in writing to PISANO within the next twenty-four (24) hours after any such suspension. In such cases, LESSEE shall comply with all local labor provisions currently in force in the Dominican Republic. Likewise, the parties herein agree that closing of LESEES operations due to collective vacations shall not be previously notified by LESSEE to PISANO.

LESSEE herein acknowledges hereby that in the event of any suspension of business as above stated in no case shall LESSEE be released from complying with each and every one of its obligations hereunder. Similarly, LESSEE herein acknowledges that the basic aim of Law 8-90 on industrial free zones under which terms it is operating in the Dominican Republic is the creation of permanent sources of work. In the event of any suspension lasting for more than six (6) months in a given calendar year, PISANO will be entitled to file for the termination hereof. THIRTEENTH: In the event of incompliance with any of the obligations of LESSEE hereunder, PISANO shall advise LESSEE of any such incompliance through certified letter return receipt requested or through bailiff's notice, therein giving LESSEE a thirty (30) day term to remedy any such incompliance. Were LESSEE to ignore any such communication, PISANO shall be entitled to demand the termination hereof further claiming such damages as might result from any such incompliance. FOURTEENTH: LESSEE shall repay PISANO all administrative expenditures incurred in drawing, executing and notarizing the lease herein, such expenses amounting to ONE THOUSAND, TWO HUNDRED AND FIFTY UNITED STATES DOLLARS (US$1,250.00). Paragraph. In the event PISANO had to retain the professional services of an office of attorneys due to incompliance by LESSEE with any of its obligations hereunder, LESSEE shall reimburse PISANO all expenses and reasonable attorneys' fees incurred. FIFTEENTH: The parties herein expressly agree hereby that in the event of any disagreements or lawsuits

LESSEE herein acknowledges hereby that in the event of any suspension of business as above stated in no case shall LESSEE be released from complying with each and every one of its obligations hereunder. Similarly, LESSEE herein acknowledges that the basic aim of Law 8-90 on industrial free zones under which terms it is operating in the Dominican Republic is the creation of permanent sources of work. In the event of any suspension lasting for more than six (6) months in a given calendar year, PISANO will be entitled to file for the termination hereof. THIRTEENTH: In the event of incompliance with any of the obligations of LESSEE hereunder, PISANO shall advise LESSEE of any such incompliance through certified letter return receipt requested or through bailiff's notice, therein giving LESSEE a thirty (30) day term to remedy any such incompliance. Were LESSEE to ignore any such communication, PISANO shall be entitled to demand the termination hereof further claiming such damages as might result from any such incompliance. FOURTEENTH: LESSEE shall repay PISANO all administrative expenditures incurred in drawing, executing and notarizing the lease herein, such expenses amounting to ONE THOUSAND, TWO HUNDRED AND FIFTY UNITED STATES DOLLARS (US$1,250.00). Paragraph. In the event PISANO had to retain the professional services of an office of attorneys due to incompliance by LESSEE with any of its obligations hereunder, LESSEE shall reimburse PISANO all expenses and reasonable attorneys' fees incurred. FIFTEENTH: The parties herein expressly agree hereby that in the event of any disagreements or lawsuits respecting the lease herein, same shall be submitted to Dominican courts, waivering their right to resort to any other courts that may be empowered to hear said disagreements or lawsuits. Furthermore, it is agreed that for anything not specially contemplated herein, the parties shall abide by the provisions of Dominican laws. SIXTEENTH: For all the purposes and consequences hereof the parties elect their domiciles as follows: PISANO, at its main offices at Parque Industrial Santiago Norte, and LESSEE, at the law offices of PEREYRA & BIAGGI, located at 52 Mustafa Kemal Ataturk St. in the city of Santo Domingo, National District, Dominican Republic, where LESSEE shall be served any legal or extra legal documents concerning the execution hereof.

SEVENTEENTH: The parties herein agree hereby to adscribe territorial jurisdiction to any of the following courts in the event of any differences between then: A) For any matters falling under the jurisdiction or ratione materiae of a court of peace, to the Court of Peace of the Third Circumscription of the Municipality of Santiago. B) For any matters falling under the jurisdiction or ratione materiae of a Court of First Instance, to the Civil and Commercial Chamber of the Second Circumscription of the Court of First Instance of the Judicial District of Santiago. EIGHTEENTH: This agreement has been executed in both the Spanish and English languages. The parties herein expressly agree that in case of any interpretation controversy, the Spanish version will prevail. Executed and signed in two originals having the same tenor and effect, one for each one of the parties, in the city of Santiago de los Caballeros, Dominican Republic, on the thirtieth (30) day of the month of November, nineteen hundred and ninety-three (l993).
/s/ Federico Idelfonso Dominguez PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) (by) Eng. Federico Ildefonso Dominguez Aristy Chairman of the Board of Directors

SEVENTEENTH: The parties herein agree hereby to adscribe territorial jurisdiction to any of the following courts in the event of any differences between then: A) For any matters falling under the jurisdiction or ratione materiae of a court of peace, to the Court of Peace of the Third Circumscription of the Municipality of Santiago. B) For any matters falling under the jurisdiction or ratione materiae of a Court of First Instance, to the Civil and Commercial Chamber of the Second Circumscription of the Court of First Instance of the Judicial District of Santiago. EIGHTEENTH: This agreement has been executed in both the Spanish and English languages. The parties herein expressly agree that in case of any interpretation controversy, the Spanish version will prevail. Executed and signed in two originals having the same tenor and effect, one for each one of the parties, in the city of Santiago de los Caballeros, Dominican Republic, on the thirtieth (30) day of the month of November, nineteen hundred and ninety-three (l993).
/s/ Federico Idelfonso Dominguez PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) (by) Eng. Federico Ildefonso Dominguez Aristy Chairman of the Board of Directors

/s/ Edmund J. Feeley

/s/ David Brett Gunn

COMPONENT FOOTWEAR DOMINICANA, S. A. (by) Edmund J. Feeley (by)

David Brett Gunn

Exhibit 10.9(n) ENGLISH VERSION OF THE AGREEMENT EXECUTED BY AND BETWEEN PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) AND COMPONENT FOOTWEAR DOMINICANA, S. A. FOR THE LEASE OF BUILDING NO.5 AT ZONA FRANCA INDUSTRIAL SANTIAGO NAVARRETE BETWEEN: SANTIAGO NORTE, S. A. (PISANO) INDUSTRIAL PARK, a corporation organized and existing under Dominican laws, with main offices at the section of Ingenio Abajo, Santiago, duly represented herein by Engineer Federico Idelfonso Dominguez Aristy, a Dominican, of legal age, marital status married, an agricultural engineer, domiciled and residing in Santiago de los Caballeros, bearer of Personal ID Card No. 108239 Series 31, duly renewed, in his capacity as Chairman of the Board of Directors, to be referred to hereinafter as "PISANO", Party of the First Part; and COMPONENT FOOTWEAR DOMINICANA, S. A., a company duly organized under the laws of the Dominican Republic, with offices at No. 52 Mustaf Kemal Ataturk Street in the city of Santo Domingo, National District, duly represented herein by Mister David Brett Gunn an American, of legal age, marital status married, bearer of U.S. Passport No. 130418425, in virtue of Resolution passed by the Board of Directors of the Corporation on December 15, 1993, to be referred to hereinafter as "LESSEE", Party of the Second Part. Before formulating the lease herein, the parties state the following: a. PISANO is in charge of the technical and operational management of a Free Exportation Zone at Km. 7 1/2 of the Santiago-Navarrete Highway which operates under the name of "Zona Franca Santiago-Navarrete", and is ruled by the provisions of Law 8-90 of January 15, l990 to promote the establishment of new free zones and the growth of existing ones, the organization of which was duly approved by virtue of Executive Decree No. 27-92

Exhibit 10.9(n) ENGLISH VERSION OF THE AGREEMENT EXECUTED BY AND BETWEEN PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) AND COMPONENT FOOTWEAR DOMINICANA, S. A. FOR THE LEASE OF BUILDING NO.5 AT ZONA FRANCA INDUSTRIAL SANTIAGO NAVARRETE BETWEEN: SANTIAGO NORTE, S. A. (PISANO) INDUSTRIAL PARK, a corporation organized and existing under Dominican laws, with main offices at the section of Ingenio Abajo, Santiago, duly represented herein by Engineer Federico Idelfonso Dominguez Aristy, a Dominican, of legal age, marital status married, an agricultural engineer, domiciled and residing in Santiago de los Caballeros, bearer of Personal ID Card No. 108239 Series 31, duly renewed, in his capacity as Chairman of the Board of Directors, to be referred to hereinafter as "PISANO", Party of the First Part; and COMPONENT FOOTWEAR DOMINICANA, S. A., a company duly organized under the laws of the Dominican Republic, with offices at No. 52 Mustaf Kemal Ataturk Street in the city of Santo Domingo, National District, duly represented herein by Mister David Brett Gunn an American, of legal age, marital status married, bearer of U.S. Passport No. 130418425, in virtue of Resolution passed by the Board of Directors of the Corporation on December 15, 1993, to be referred to hereinafter as "LESSEE", Party of the Second Part. Before formulating the lease herein, the parties state the following: a. PISANO is in charge of the technical and operational management of a Free Exportation Zone at Km. 7 1/2 of the Santiago-Navarrete Highway which operates under the name of "Zona Franca Santiago-Navarrete", and is ruled by the provisions of Law 8-90 of January 15, l990 to promote the establishment of new free zones and the growth of existing ones, the organization of which was duly approved by virtue of Executive Decree No. 27-92 of January 17, l992; and ratified by virtue of an agreement executed with the Dominican State on December 17, l992. b. LESSEE has requested PISANO before the corresponding proceeding the lease of an additional building to expand business operations in the Santiago Norte Industrial Park (to be referred to hereinafter as THE PARK), all of which shall be ruled by the provisions of Law 8-90 above cited, by the provisions herein and the Regulations that are attached hereto as Schedule A to be deemed as an integral part hereof; Therefore, and in the understanding that the above preamble is to

be deemed an integral part hereof, THE FOLLOWING HAS BEEN AGREED AND ENTERED INTO: FIRST: PISANO leases LESSEE hereby, and LESSEE agrees to lease the real estate described below for the price, term and under the conditions provided hereunder: A one story type A-1 building marked as number 5 located on Lot No. 60-Ref-A-15 of Cadaster District No. 161 in the Munici-pality of Santiago, having a height of 20 feet on the sides and 25 feet in the center, concrete block walls, reinforced concrete flooring to bear a strength of up to 15 PSI (feet per square inch) a steel frame supported by reinforced concrete columns, gauge 26 aluzinc sheet roofing, aluminum windows, a pinewood and glass door at the entrance , and a loading and unloading ramp in the front of the building, which building includes the following inner areas, according to the blueprints attached hereto as Schedule B to be deemed as an integral part hereof, to wit:
Work Area Rest Rooms Area Office Area Emergency Plant Housing Mess room Area : 13,893.82 square feet : 380.30 square feet : 1,328.86 square feet : 376.60 square feet : 1,883.00 square feet

be deemed an integral part hereof, THE FOLLOWING HAS BEEN AGREED AND ENTERED INTO: FIRST: PISANO leases LESSEE hereby, and LESSEE agrees to lease the real estate described below for the price, term and under the conditions provided hereunder: A one story type A-1 building marked as number 5 located on Lot No. 60-Ref-A-15 of Cadaster District No. 161 in the Munici-pality of Santiago, having a height of 20 feet on the sides and 25 feet in the center, concrete block walls, reinforced concrete flooring to bear a strength of up to 15 PSI (feet per square inch) a steel frame supported by reinforced concrete columns, gauge 26 aluzinc sheet roofing, aluminum windows, a pinewood and glass door at the entrance , and a loading and unloading ramp in the front of the building, which building includes the following inner areas, according to the blueprints attached hereto as Schedule B to be deemed as an integral part hereof, to wit:
Work Area Rest Rooms Area Office Area Emergency Plant Housing Mess room Area TOTAL : 13,893.82 square feet : 380.30 square feet : 1,328.86 square feet : 376.60 square feet : 1,883.00 square feet : 17,862.60 Square feet

Paragraph: The parties herein agree hereby that formal delivery and reception of premises took place on January 15, 1994. The sixty (60) day period of grace that has been given to LESSEE to set up the equipment and machinery , a period during which LESSEE shall pay no rent at all, but the maintenance fees indicated herein above, began to count as of the date of said delivery; During the 60 day period of grace above stated, PISANO shall by mutual agreement with the LESSEE carry out any additional works requested according to its needs as indicated in Exhibit C of the agreement. Furthermore, any construction details which could not be completed before delivery due to their being directly or indirectly related to the above mentioned additional works shall then be completed. Consequently, the first payment on account of monthly rent is to be made on March 15, 1994, according to the provisions of Article Third hereinbelow. Therefore, all payments of rent and maintenance fees shall be made every fifteenth day of each month.

Furthermore, the parties herein agree hereby that during the first three (3) years of this lease, LESSEE shall pay no rent at all on account of the area provided for the construction of a mezzanine allowing for the expansion of the manufacturing operations in the leased premises. In the event LESSEE decided to expand business operations to the mezzanine area during the term hereof, LESSEE shall effect PISANO an additional rental payment equal to seventy percent (70%) of the basic initial rental paid for the productive area, which measures 13,893.82 square feet. SECOND: The lease herein shall be for a term of three (3) years as of the date of the satisfactory delivery to LESSEE of the building leased hereunder, which is to take place on January 15, 1994, and shall end automatically on January 15, 1997, LESSEE undertaking hereby to pay the monthly rental price until delivery of premises to PISANO, were said delivery to take place after the term agreed hereunder. Notwithstanding the above stated, LESSEE may renew the lease herein for an additional two (2) year period, provided however, that a) in the event LESSEE had not expanded operations to the mezzanine area during the initial term of this agreement, and agrees to pay an amount equal to thirty percent (30%) of the monthly rental price paid by the enterprise for the productive area, measuring 13,893.82 square feet; and b) LESSEE shall advise PISANO its desire to renew the lease at least one hundred and eighty (180) days before the expiration of the three (3) year period above stated. In such a case the amout of the monthly rent shall be determined following the procedure provided in Article Third herein below".

Furthermore, the parties herein agree hereby that during the first three (3) years of this lease, LESSEE shall pay no rent at all on account of the area provided for the construction of a mezzanine allowing for the expansion of the manufacturing operations in the leased premises. In the event LESSEE decided to expand business operations to the mezzanine area during the term hereof, LESSEE shall effect PISANO an additional rental payment equal to seventy percent (70%) of the basic initial rental paid for the productive area, which measures 13,893.82 square feet. SECOND: The lease herein shall be for a term of three (3) years as of the date of the satisfactory delivery to LESSEE of the building leased hereunder, which is to take place on January 15, 1994, and shall end automatically on January 15, 1997, LESSEE undertaking hereby to pay the monthly rental price until delivery of premises to PISANO, were said delivery to take place after the term agreed hereunder. Notwithstanding the above stated, LESSEE may renew the lease herein for an additional two (2) year period, provided however, that a) in the event LESSEE had not expanded operations to the mezzanine area during the initial term of this agreement, and agrees to pay an amount equal to thirty percent (30%) of the monthly rental price paid by the enterprise for the productive area, measuring 13,893.82 square feet; and b) LESSEE shall advise PISANO its desire to renew the lease at least one hundred and eighty (180) days before the expiration of the three (3) year period above stated. In such a case the amout of the monthly rent shall be determined following the procedure provided in Article Third herein below". In the eventual case LESSEE were compelled to terminate the agreement thorugh no fault of PISANO's before the expiration of the term agreed on, a penalty amounting to six (6) months' rental price shall be paid to PISANO. Sixty (60) days' advance notice of any such termination shall be given to PISANO. In any such case the provisions in article fourth herein shall be applied to the guarantee deposit. It is expressly agreed by the parties that LESSEE may not assign or sub-lease in whole or in part its rights over the rented premises as provided hereunder without the prior and written consent of PISANO, except when assignee or sub-lessee were an affiliate or subsidiary of the parent company of LESSEE, in which

case LESSEE shall advise PISANO its intent to assign the lease and shall submit PISANO all relevant documentation evidencing the affiliate or subsidiary character of any such new lessee. PISANO shall, if appropriate, execute within a term not to exceed thirty (30) days a new lease with the new lessee under the same terms and conditions herein and for the remaining period of its term. Respecting the assignment of the rights of LESSEE hereunder and except in the event above foreseen concerning an assignee or sub- lessee which were an affiliate or subsidiary of the parent company of LESSEE prior due authorization by PISANO, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Likewise, in the event the LESSEE transfers a substantial part of its assets to a new entity authorized by PISANO to be a transferee of LESSEE's rights under this Lease, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Any assignees shall be duly authorized to operate at the Santiago Norte Industrial Park and must have been rated accordingly under Law No. 8-90 on free zones. In no case shall LESSEE claim to be entitled to any rights acquired over the building or on account of any goodwill gained. THIRD: The basic price agreed on under this lease is of US$0.23 (twenty-three cents of a dollar) per square foot per month, that is to say, a monthly rental price of FOUR THOUSAND ONE HUNDRED EIGHT U. S. DOLLARS AND FOURTY CENTS (U$4,108.40) to be paid in advance at the offices of PISANO with no need of any prior requirement at all. It is hereby agreed, however, that said basic price shall remain subject to an annual increase conmensurate with the rate of inflation in the United States of America on the basis of each calendar year, i.e., from January to December each year as of the year l995, using the official report of the Department of Commerce of the United States as source for the determination of said inflation rate.

case LESSEE shall advise PISANO its intent to assign the lease and shall submit PISANO all relevant documentation evidencing the affiliate or subsidiary character of any such new lessee. PISANO shall, if appropriate, execute within a term not to exceed thirty (30) days a new lease with the new lessee under the same terms and conditions herein and for the remaining period of its term. Respecting the assignment of the rights of LESSEE hereunder and except in the event above foreseen concerning an assignee or sub- lessee which were an affiliate or subsidiary of the parent company of LESSEE prior due authorization by PISANO, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Likewise, in the event the LESSEE transfers a substantial part of its assets to a new entity authorized by PISANO to be a transferee of LESSEE's rights under this Lease, the terms and conditions of the new lease shall be those applicable to new lessees at the time of the execution of the new lease. Any assignees shall be duly authorized to operate at the Santiago Norte Industrial Park and must have been rated accordingly under Law No. 8-90 on free zones. In no case shall LESSEE claim to be entitled to any rights acquired over the building or on account of any goodwill gained. THIRD: The basic price agreed on under this lease is of US$0.23 (twenty-three cents of a dollar) per square foot per month, that is to say, a monthly rental price of FOUR THOUSAND ONE HUNDRED EIGHT U. S. DOLLARS AND FOURTY CENTS (U$4,108.40) to be paid in advance at the offices of PISANO with no need of any prior requirement at all. It is hereby agreed, however, that said basic price shall remain subject to an annual increase conmensurate with the rate of inflation in the United States of America on the basis of each calendar year, i.e., from January to December each year as of the year l995, using the official report of the Department of Commerce of the United States as source for the determination of said inflation rate. Therefore, in order to enforce the above stated increase, every month of January of each year, the contract's lease price will be increased in advance taking a four percent (4%) as the annual increase average on the inflation rate, and such percentage will be adjusted when the Department of Commerce of the United States officially informs the inflation rate of that country in the former year. The adjustments can be positive or negative. In the first case, the resulting surplus will be inmediately demandable

by PISANO to LESSEE, in the event the adjustment were negative, PISANO shall credit THE LESSE's account for the amount overcharged. In order to precisely determine the adjustment increase above stated and its application hereto, an illustrative example is given in the Internal Regulations. PISANO accepts, states and acknowledges that LESSEE, in its capacity as free zone enterprise is under the obligation to exchange foreign currency through commercial banks to cover the price of the lease and the cost of services, PISANO thus undertaking to exchange any considerations paid in dollars of the United States of America (US$) that were received through commercial banks hereunder, and to deliver LESSEE such documents as evidence that any such exchange has been made on behalf of LESSEE within a term not to exceed thirty (30) days as of the date each payment were made. The parties herein agree hereby that were Law 8-90 of l990 and law 26l of l964 to be amended so as to allow payment in United States dollars (US$) and free zone enterprises were relased from their dollar exchange obligation, the provisions herein shall remain without effect. Paragraph. In case of failure to effect a monthly rental payment on the date provided herein or were any other monetary obligations to become overdue, interest shall accrue thereon at the rate of one percent (l%) per month and/or fraction thereof, such interest to be charged to LESSEE automatically and without need of any prior advice thereof. FOURTH: LESSEE shall deliver PISANO a guarantee deposit amounting to three (3) months' rental payment, or TWELVE THOUSAND, THREE HUNDRED AND TWENTY FIVE U.S. DOLLARS AND TWENTY CENTS (US$12,325.20) to be delivered to PISANO in U.S. dollars at the execution hereof.

by PISANO to LESSEE, in the event the adjustment were negative, PISANO shall credit THE LESSE's account for the amount overcharged. In order to precisely determine the adjustment increase above stated and its application hereto, an illustrative example is given in the Internal Regulations. PISANO accepts, states and acknowledges that LESSEE, in its capacity as free zone enterprise is under the obligation to exchange foreign currency through commercial banks to cover the price of the lease and the cost of services, PISANO thus undertaking to exchange any considerations paid in dollars of the United States of America (US$) that were received through commercial banks hereunder, and to deliver LESSEE such documents as evidence that any such exchange has been made on behalf of LESSEE within a term not to exceed thirty (30) days as of the date each payment were made. The parties herein agree hereby that were Law 8-90 of l990 and law 26l of l964 to be amended so as to allow payment in United States dollars (US$) and free zone enterprises were relased from their dollar exchange obligation, the provisions herein shall remain without effect. Paragraph. In case of failure to effect a monthly rental payment on the date provided herein or were any other monetary obligations to become overdue, interest shall accrue thereon at the rate of one percent (l%) per month and/or fraction thereof, such interest to be charged to LESSEE automatically and without need of any prior advice thereof. FOURTH: LESSEE shall deliver PISANO a guarantee deposit amounting to three (3) months' rental payment, or TWELVE THOUSAND, THREE HUNDRED AND TWENTY FIVE U.S. DOLLARS AND TWENTY CENTS (US$12,325.20) to be delivered to PISANO in U.S. dollars at the execution hereof. The exchange obligation foreseen in article third hereinabove shall apply to such considerations as were delivered as deposit; thus, LESSEE expressly acknowledges hereby that any eventual reimbursement of any considerations delivered as deposit, if appropriate, shall be necessarily made in Dominican pesos for such amounts as were evidenced by the appropriate exchange receipts delivered on account of the two installments provided in this article. Such deposit as is provided herein shall be returned to LESSEE as above stated not later than sixty (60) days as of delivery by LESSEE and reception by PISANO of the leased premises, except for any deductions that may be applied to said deposit, which would

be the following: A. Any maintenance repairs that had not been made by LESSEE during the term hereof or any repairs that needed to be made because of damages to the rented premises resulting from the fault of LESSEE. B. Any considerations owed by LESSEE on account of any of the services listed in article fifth hereof. C. Any interest accruing over any considerations owed. It is understood that LESSEE shall not be entitled to offset any amounts given in deposit against any rental payments owed by LESSEE and any such considerations or fractions thereof shall remain for the benefit of PISANO in the event LESSEE did not begin its business operations within the term of one hundred and twenty (120) days following its solicitude before the National Council of Free Zones for the ampliation of is Free Zone License as stated in article sixth hereof, except in case of force majeure duly verified by the parties or for causes which were not the fault of LESSEE, in which event the above term shall be suspended but in no case shall LESSEE be released from complying with each and every one of its obligations hereunder, specially as to the monthly payment of the rental and the maintenance fees. It is further understood that the deposit obligation provided in article fourth hereinabove is not to be deemed as a limitation of the liability of LESSEE and that, consequently, in the event of default by LESSEE damages may be claimed by PISANO for a consideration in excess of said deposit, PISANO being entitled to claim any additional values for any direct or indirect damages that may have been caused by LESSEE.

be the following: A. Any maintenance repairs that had not been made by LESSEE during the term hereof or any repairs that needed to be made because of damages to the rented premises resulting from the fault of LESSEE. B. Any considerations owed by LESSEE on account of any of the services listed in article fifth hereof. C. Any interest accruing over any considerations owed. It is understood that LESSEE shall not be entitled to offset any amounts given in deposit against any rental payments owed by LESSEE and any such considerations or fractions thereof shall remain for the benefit of PISANO in the event LESSEE did not begin its business operations within the term of one hundred and twenty (120) days following its solicitude before the National Council of Free Zones for the ampliation of is Free Zone License as stated in article sixth hereof, except in case of force majeure duly verified by the parties or for causes which were not the fault of LESSEE, in which event the above term shall be suspended but in no case shall LESSEE be released from complying with each and every one of its obligations hereunder, specially as to the monthly payment of the rental and the maintenance fees. It is further understood that the deposit obligation provided in article fourth hereinabove is not to be deemed as a limitation of the liability of LESSEE and that, consequently, in the event of default by LESSEE damages may be claimed by PISANO for a consideration in excess of said deposit, PISANO being entitled to claim any additional values for any direct or indirect damages that may have been caused by LESSEE. FIFTH: PISANO shall provide LESSEE the direct and indirect services listed below: Direct services a. Admission Control b. Garbage collection c. Water supply d. Van parking. e. Sewer and drainage. Indirect services: a. Street lighting b. Health Clinic

c. Cafeteria- Messroom. d. Firemen Service. e. Audio and data communications network; and f. Electric Power networks. g. Security Service Facilities LESSEE acknowledges hereby respecting the above basic services that same shall be provided as stated in the Regulations ruling leases in the PARK which are attached hereto as an integral part hereof. Paragraph I. It is expressly agreed that PISANO shall make LESSEE a monthly charge which LESSEE accepts, amounting to ten (10%) of the monthly rental price of the lease as provided in article third hereinabove, on account of providing the direct services of Admission Control, garbage collection, street lighting, sewer and drainage and the payment of the personnel working as firemen, PISANO undertaking hereby to pay the above services on a monthly basis with no delay whatever, in the understanding that such rates as shall rule these services may be subject to revision by mutual agreement. Direct water supply and container parking services shall be collected as provided in Section IV-A, letters c) and d) of the attached Internal Regulations.

c. Cafeteria- Messroom. d. Firemen Service. e. Audio and data communications network; and f. Electric Power networks. g. Security Service Facilities LESSEE acknowledges hereby respecting the above basic services that same shall be provided as stated in the Regulations ruling leases in the PARK which are attached hereto as an integral part hereof. Paragraph I. It is expressly agreed that PISANO shall make LESSEE a monthly charge which LESSEE accepts, amounting to ten (10%) of the monthly rental price of the lease as provided in article third hereinabove, on account of providing the direct services of Admission Control, garbage collection, street lighting, sewer and drainage and the payment of the personnel working as firemen, PISANO undertaking hereby to pay the above services on a monthly basis with no delay whatever, in the understanding that such rates as shall rule these services may be subject to revision by mutual agreement. Direct water supply and container parking services shall be collected as provided in Section IV-A, letters c) and d) of the attached Internal Regulations. Paragraph II. Any considerations due and remaining unpaid on account of the above services shall accrue interest at the rate of one (l%) percent per month and/or fraction thereof,and any such amounts overdue shall be deemed to be a breach hereto. SIXTH: LESSEE herein shall be solely authorized to set up and operate in the PARK such business as were provided in its Free Zone License or in the ammendments to such License, and that industrial operations shall be started within a term not to exceed one hundred and twenty (120) days as of securing said Free Zone License or in its ammendments, except in the event of force majeure duly verified or for causes that were not the fault of LESSEE, in which event such a term shall be suspended; however, LESSEE shall in no event be released from compliance with each and every one of its obligations hereunder, specifically the obligation to pay the monthly rental and maintenance fees. Paragraph I. In the event LESSEE were unable to secure within a term of one hundred and twenty (120) days as of the date of delivery of the leased premises its rating as free zone enterprise due to force majeure or without fault, the lease herein shall be automatically terminated with no liability for the parties, and LESSEE shall effect delivery of the premises

within a term of thirty (30) days. The parties herein acknowledge hereby that in the event foreseen in this paragraph LESSEE shall pay PISANO such rental price and manintenance fees, as shall cover the time during which LESSEE shall have effectively occupied such premises, while PISANO shall effect delivery of the deposit amount provided in article fourth hereinabove after duly effecting whatever deductions were appropriate. Paragraph II. It is expressly agreed that were LESSEE to be cancelled its free zone rating under Law 8-90 due to its fault duly proven, LESSEE shall be under the obligation to vacate and deliver PISANO the rented premises within a term of ninety (90) days as of the date of any such cancellation, LESSEE therefore losing its right to reimbursement of the guarantee deposit provided in article 4 hereinabove and being compelled to pay the penalty foreseen in article second hereinabove, as well as the monthly rental price up until the time it were to actually and effectively vacate and deliver the rented premises, without prejudice of any other damages as appropriate. Paragraph III. It is understood by the parties that LESSEE shall as soon as possible deposit in the offices of PISANO a copy of such documentation as was used in support of its free zone rating application, or its solicitude for the ammendement of its Free Zone License intended to enlarge its operations and a copy of the Resolution by the National Free Exportation Council within a term of thirty (30) days as of the date of said Resolution. SEVENTH: LESSEE hereing shall be entitled to withdraw at the expiration hereof, all and any machinery and equipment, electrical installations in general, air conditioners, furniture, and in general, any goods of any kind which were owned by LESSEE and had been installed by LESSEE in the rented premises prior due authorization by the General Customs Directorate, provided however, the premises were left in the same condition they were

within a term of thirty (30) days. The parties herein acknowledge hereby that in the event foreseen in this paragraph LESSEE shall pay PISANO such rental price and manintenance fees, as shall cover the time during which LESSEE shall have effectively occupied such premises, while PISANO shall effect delivery of the deposit amount provided in article fourth hereinabove after duly effecting whatever deductions were appropriate. Paragraph II. It is expressly agreed that were LESSEE to be cancelled its free zone rating under Law 8-90 due to its fault duly proven, LESSEE shall be under the obligation to vacate and deliver PISANO the rented premises within a term of ninety (90) days as of the date of any such cancellation, LESSEE therefore losing its right to reimbursement of the guarantee deposit provided in article 4 hereinabove and being compelled to pay the penalty foreseen in article second hereinabove, as well as the monthly rental price up until the time it were to actually and effectively vacate and deliver the rented premises, without prejudice of any other damages as appropriate. Paragraph III. It is understood by the parties that LESSEE shall as soon as possible deposit in the offices of PISANO a copy of such documentation as was used in support of its free zone rating application, or its solicitude for the ammendement of its Free Zone License intended to enlarge its operations and a copy of the Resolution by the National Free Exportation Council within a term of thirty (30) days as of the date of said Resolution. SEVENTH: LESSEE hereing shall be entitled to withdraw at the expiration hereof, all and any machinery and equipment, electrical installations in general, air conditioners, furniture, and in general, any goods of any kind which were owned by LESSEE and had been installed by LESSEE in the rented premises prior due authorization by the General Customs Directorate, provided however, the premises were left in the same condition they were found. However, any improvements thereto shall remain for the benefit of PISANO with no compensation whatever; this will include any additional doors, windows or bathrooms, air extractors, inside partitions, any annexities constructed after due prior approval, any alterations to the structure of the roof, etc. EIGHTH: LESSEE shall at its own expense maintain the rented premises in good state of upkeep, thus undertaking all such maintenance repairs as were required therefor, as well as such as were necessary to repair any damages resulting from the fault of LESSEE.

It is understood that LESSEE shall not be responsible for repairing any damages resulting from hidden or structural defects in the rented premises. Twelve (12) months after delivery of the premises, all expenditures on account of disrepairs to floorings, doors and windows shall be covered by LESSEE. NINTH: LESSEE undertakes to secure insurance policies and maintain them in force so as to cover the rented premises against risks, such policies to name PISANO as beneficiary, securing as well third party liability insurance covering both individuals and property inside the premises as provided in the Regulations attached hereto. LESSEE further acknowledges the convenience for its business of securing insurance against any losses involving machinery, equipment, raw materials, finished goods and other items making up the assets of the business. TENTH: Except for the two (2) year renewal option provided in Article Second (2) hereinabove, the parties herein agree hereby that this lease may not be tacitly extended. In the event LESSEE desired to renew the lease after its agreed three (3) year term of duration and the two (2) year extension provided hereinabaove, PISANO shall be given written advice thereof one hundred and eighty (180) days before the time of said expiration. Any such renewal shall be approved through an agreement signed by both parties herein. ELEVENTH: It is expressly agreed that the working conditions prevailing in the leased premises shall abide by all such regulations and rules on health, industrial safety and others as have been provided by the Departments of Labor, Public Health and other interested agencies. TWELFTH: It is expressly agreed hereunder that the business operations of LESSEE shall be of a continuous nature; therefore, any temporary suspension of business in excess of seven (7) working days shall be advised in writing to PISANO within the next twenty-four (24) hours after any such suspension. In such cases, LESSEE

It is understood that LESSEE shall not be responsible for repairing any damages resulting from hidden or structural defects in the rented premises. Twelve (12) months after delivery of the premises, all expenditures on account of disrepairs to floorings, doors and windows shall be covered by LESSEE. NINTH: LESSEE undertakes to secure insurance policies and maintain them in force so as to cover the rented premises against risks, such policies to name PISANO as beneficiary, securing as well third party liability insurance covering both individuals and property inside the premises as provided in the Regulations attached hereto. LESSEE further acknowledges the convenience for its business of securing insurance against any losses involving machinery, equipment, raw materials, finished goods and other items making up the assets of the business. TENTH: Except for the two (2) year renewal option provided in Article Second (2) hereinabove, the parties herein agree hereby that this lease may not be tacitly extended. In the event LESSEE desired to renew the lease after its agreed three (3) year term of duration and the two (2) year extension provided hereinabaove, PISANO shall be given written advice thereof one hundred and eighty (180) days before the time of said expiration. Any such renewal shall be approved through an agreement signed by both parties herein. ELEVENTH: It is expressly agreed that the working conditions prevailing in the leased premises shall abide by all such regulations and rules on health, industrial safety and others as have been provided by the Departments of Labor, Public Health and other interested agencies. TWELFTH: It is expressly agreed hereunder that the business operations of LESSEE shall be of a continuous nature; therefore, any temporary suspension of business in excess of seven (7) working days shall be advised in writing to PISANO within the next twenty-four (24) hours after any such suspension. In such cases, LESSEE shall comply with all local labor provisions currently in force in the Dominican Republic. Likewise, the parties herein agree that closing of LESSEE'S operations due to collective vacations shall not be previously notified by LESSEE to PISANO. LESSEE herein acknowledges hereby that in the event of any

suspension of business as above stated in no case shall LESSEE be released from complying with each and every one of its obligations hereunder. Similarly, LESSEE herein acknowledges that the basic aim of Law 8-90 on industrial free zones under which terms it is operating in the Dominican Republic is the creation of permanent sources of work. In the event of any suspension lasting for more than six (6) months in a given calendar year, PISANO will be entitled to file for the termination hereof. THIRTEENTH: In the event of incompliance with any of the obligations of LESSEE hereunder, PISANO shall advise LESSEE of any such incompliance through certified letter return receipt requested or through bailiff's notice, therein giving LESSEE a thirty (30) day term to remedy any such incompliance. Were LESSEE to ignore any such communication, PISANO shall be entitled to demand the termination hereof further claiming such damages as might result from any such incompliance. FOURTEENTH: LESSEE shall repay PISANO all administrative expenditures incurred in drawing, executing and notarizing the lease herein, such expenses amounting to ONE THOUSAND, TWO HUNDRED AND FIFTY UNITED STATES DOLLARS (US$1,250.00). Paragraph. In the event PISANO had to retain the professional services of an office of attorneys due to incompliance by LESSEE with any of its obligations hereunder, LESSEE shall reimburse PISANO all expenses and reasonable attorneys' fees incurred. FIFTEENTH: The parties herein expressly agree hereby that in the event of any disagreements or lawsuits

suspension of business as above stated in no case shall LESSEE be released from complying with each and every one of its obligations hereunder. Similarly, LESSEE herein acknowledges that the basic aim of Law 8-90 on industrial free zones under which terms it is operating in the Dominican Republic is the creation of permanent sources of work. In the event of any suspension lasting for more than six (6) months in a given calendar year, PISANO will be entitled to file for the termination hereof. THIRTEENTH: In the event of incompliance with any of the obligations of LESSEE hereunder, PISANO shall advise LESSEE of any such incompliance through certified letter return receipt requested or through bailiff's notice, therein giving LESSEE a thirty (30) day term to remedy any such incompliance. Were LESSEE to ignore any such communication, PISANO shall be entitled to demand the termination hereof further claiming such damages as might result from any such incompliance. FOURTEENTH: LESSEE shall repay PISANO all administrative expenditures incurred in drawing, executing and notarizing the lease herein, such expenses amounting to ONE THOUSAND, TWO HUNDRED AND FIFTY UNITED STATES DOLLARS (US$1,250.00). Paragraph. In the event PISANO had to retain the professional services of an office of attorneys due to incompliance by LESSEE with any of its obligations hereunder, LESSEE shall reimburse PISANO all expenses and reasonable attorneys' fees incurred. FIFTEENTH: The parties herein expressly agree hereby that in the event of any disagreements or lawsuits respecting the lease herein, same shall be submitted to Dominican courts, waivering their right to resort to any other courts that may be empowered to hear said disagreements or lawsuits. Furthermore, it is agreed that for anything not specially contemplated herein, the parties shall abide by the provisions of Dominican laws. SIXTEENTH: For all the purposes and consequences hereof the parties elect their domiciles as follows: PISANO, at its main offices at Parque Industrial Santiago Norte, and LESSEE, at the law offices of PEREYRA & BIAGGI, located at 52 Mustafa Kemal Ataturk St. in the city of Santo Domingo, National District, Dominican Republic, where LESSEE shall be served any legal or extra legal documents concerning the execution hereof.

SEVENTEENTH: The parties herein agree hereby to adscribe territorial jurisdiction to any of the following courts in the event of any differences between then: A) For any matters falling under the jurisdiction or ratione materiae of a court of peace, to the Court of Peace of the Third Circumscription of the Municipality of Santiago. B) For any matters falling under the jurisdiction or ratione materiae of a Court of First Instance, to the Civil and Commercial Chamber of the Second Circumscription of the Court of First Instance of the Judicial District of Santiago. EIGHTEENTH: This agreement has been executed in both the Spanish and English languages. The parties herein expressly agree that in case of any interpretation controversy, the Spanish version will prevail. Executed and signed in two originals having the same tenor and effect, one for each one of the parties, in the city of Santiago de los Caballeros, Dominican Republic, on the Sixteenth (16) day of the month of December, year nineteen hundred and ninety-three (l993). PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO)
/s/ Federico Idelfonso Dominguez Aristy (by) Eng. Federico Idelfonso Dominguez Aristy Chairman of the Board of Directors

SEVENTEENTH: The parties herein agree hereby to adscribe territorial jurisdiction to any of the following courts in the event of any differences between then: A) For any matters falling under the jurisdiction or ratione materiae of a court of peace, to the Court of Peace of the Third Circumscription of the Municipality of Santiago. B) For any matters falling under the jurisdiction or ratione materiae of a Court of First Instance, to the Civil and Commercial Chamber of the Second Circumscription of the Court of First Instance of the Judicial District of Santiago. EIGHTEENTH: This agreement has been executed in both the Spanish and English languages. The parties herein expressly agree that in case of any interpretation controversy, the Spanish version will prevail. Executed and signed in two originals having the same tenor and effect, one for each one of the parties, in the city of Santiago de los Caballeros, Dominican Republic, on the Sixteenth (16) day of the month of December, year nineteen hundred and ninety-three (l993). PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO)
/s/ Federico Idelfonso Dominguez Aristy (by) Eng. Federico Idelfonso Dominguez Aristy Chairman of the Board of Directors

COMPONENT FOOTWEAR DOMINICANA, S. A.
/s/ David Brett Gunn (by) Mr. David Brett Gunn

Exhibit 10.9(o) MANUFACTURING REAL ESTATE LEASE THIS LEASE (the "Lease") is made and entered into as of the 8th day of March 1993 by and between Watauga Committee of 100, Inc. (the "Landlord) and The Timberland Company (the "Tenant"). WITNESSETH In consideration of the rent to be paid, the mutual covenants and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties hereto, Landlord hereby rents unto Tenant, and Tenant hereby accepts for rent from Landlord, certain premises now or hereafter existing in High Country Business Center, Boone, North Carolina (the "Building"), and as further delineated in Exhibit A attached hereto, upon the terms, covenants, and conditions hereinafter contained. 1. Fundamental Lease Provisions.
High Country Business Center 220 Industrial Park Road Boone, North Carolina 28607 1.2 Landlord: Watauga Committee of 100, Inc. PO Box 2778 Boone, North Caroling 28607 1.3 Tenant: The Timberland Company 11 Merrill Industrial Drive Hampton, NH 03842-5050 1.4 Premises: Subject to paragraph 9 hereof, 100% of the Building identified 1.1 Location:

in Exhibit A attached hereto and made a part hereof for all purposes, and containing 20,500 square feet of

Exhibit 10.9(o) MANUFACTURING REAL ESTATE LEASE THIS LEASE (the "Lease") is made and entered into as of the 8th day of March 1993 by and between Watauga Committee of 100, Inc. (the "Landlord) and The Timberland Company (the "Tenant"). WITNESSETH In consideration of the rent to be paid, the mutual covenants and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties hereto, Landlord hereby rents unto Tenant, and Tenant hereby accepts for rent from Landlord, certain premises now or hereafter existing in High Country Business Center, Boone, North Carolina (the "Building"), and as further delineated in Exhibit A attached hereto, upon the terms, covenants, and conditions hereinafter contained. 1. Fundamental Lease Provisions.
High Country Business Center 220 Industrial Park Road Boone, North Carolina 28607 1.2 Landlord: Watauga Committee of 100, Inc. PO Box 2778 Boone, North Caroling 28607 1.3 Tenant: The Timberland Company 11 Merrill Industrial Drive Hampton, NH 03842-5050 1.4 Premises: Subject to paragraph 9 hereof, 100% of the Building identified 1.1 Location:

in Exhibit A attached hereto and made a part hereof for all purposes, and containing 20,500 square feet of rentable area, together with (a) all rights, easements and appurtenances belonging or appertaining thereto, (b) exclusive rights to all parking areas identified in Exhibit A, (c) all right, title and interest of Landlord in common with others in and to any and all roads, alleys and ways bounding such property, and (d) all buildings and other improvements thereon (the "Premises"). 1.5 Permitted Use: Tenant shall use the Premises for the manufacturing operations related to its wholesale and retail sale of footwear, apparel and other related accessories. In addition, the Premises may be used by Tenant for any other lawful purposes ("Permitted Use"). Landlord warrants and represents that the Permitted Use will not constitute a violation of any exclusive use clauses or any other restrictive covenant pertaining to other tenants of Landlord. 1.6 Term: A period of five (5) years, commencing April 1, 1993 and, unless otherwise terminated as provided for elsewhere within this Lease, ending March 31, 1998 (the "Term").

1.7 Delivery Date: The Landlord warrants that the Premises shall be ready for delivery to the Tenant on or before March 1, 1993, with the exception of Bay 1, which shall be delivered to the Tenant on or before April 1, 1993 (the "Delivery Date"). 1.8 Renewal: The Tenant shall have the option to renew this Lease for successive term(s) of five (5) years each upon the same terms and conditions as set forth herein, save for the Rental, which shall be at fair market value (determined by mutual agreement or appraisal) at the time of renewal. Notice of the exercise of this option shall be given in writing to the Landlord at least six (6) months prior to the end of the then current term. 1.9 Base Rent: The Base Rent shall be $2.25 per square foot per annum ($46,125), to be paid in advance, on or before the 1st day of each month, in equal monthly installments of $3,843.75 each (the "Rent") 1.10 Rent Commencement: Rent shall commence upon the earliest of the following (the "Commencement Date"): 1.10.1 The date upon which the Tenant's renovations to the Premises are complete and the Tenant's business commences; or 1.10.2 April 1, 1993.

1.7 Delivery Date: The Landlord warrants that the Premises shall be ready for delivery to the Tenant on or before March 1, 1993, with the exception of Bay 1, which shall be delivered to the Tenant on or before April 1, 1993 (the "Delivery Date"). 1.8 Renewal: The Tenant shall have the option to renew this Lease for successive term(s) of five (5) years each upon the same terms and conditions as set forth herein, save for the Rental, which shall be at fair market value (determined by mutual agreement or appraisal) at the time of renewal. Notice of the exercise of this option shall be given in writing to the Landlord at least six (6) months prior to the end of the then current term. 1.9 Base Rent: The Base Rent shall be $2.25 per square foot per annum ($46,125), to be paid in advance, on or before the 1st day of each month, in equal monthly installments of $3,843.75 each (the "Rent") 1.10 Rent Commencement: Rent shall commence upon the earliest of the following (the "Commencement Date"): 1.10.1 The date upon which the Tenant's renovations to the Premises are complete and the Tenant's business commences; or 1.10.2 April 1, 1993. 1.11 Net Net Net Lease: Tenant shall pay all reasonable costs and expenses associated with the operation of the Building, excepting only those expressly excluded by this Lease. 1.12 Utilities: This Lease is contingent upon water, gas, electricity, sanitary and storm sewers and other necessary public utilities (the "Utilities") being immediately on or contiguous to the Premises and adequate for Tenant's use and connected to the Premises on or before the delivery or possession of the Premises. Tenant shall pay for all utilities, including heating and air conditioning consumed by Tenant and metered in its Premises. Recognizing that the current heating system within the Premises (the "System") is not sufficient for the Tenant's needs, the Landlord shall replace the System, provided, however, that (a) should the Tenant, for any reason other than law or code enforcement regulation, modify the replacement system, as quoted, any additional costs incurred will be paid by the Tenant; and (b) should the Tenant, for any reason other than a default by the Landlord of its obligations under the Lease, close its Boone, NC operation prior to the end of the initial Term of this Lease, the Tenant shall reimburse the Landlord for the cost of the

replacement system, up to $28,875 plus tax, on a pro-rata basis amortized over the Term. 2. Premises And Term 2.1 Covenants of Landlord's Authority. Landlord represents and covenants that (a) prior to commencement of the Term it will have good fee title to the land and to the Premises, (b) the Premises are zoned and otherwise in compliance with local laws and may be used by Tenant for the Permitted Use; and (c) subject to Tenant's performance of all of its obligations hereunder, Tenant shall peacefully and quietly have, hold and enjoy the Premises for the Term of this Lease. The foregoing are material considerations and inducements to Tenant in executing the Lease, the breach of which will cause irreparable and severe harm to Tenant. 2.2 Renewal. Landlord may terminate any option or right to renew by written notice to Tenant delivered at any time Tenant is in default and continues to be in default for a period of thirty (30) days following written notice thereof. No exercise of any option to renew during any period of Tenant's default shall be effective. 2.3 Failure To Deliver Premises. If Landlord is unable to deliver the Premises within thirty (30) days of the Delivery Date, then this Lease may, at the option of Tenant (to be exercised by written notice to the Landlord within fifteen (15) days of the expiration of the thirty-day period) be canceled as of the date of such notice. If this Lease is not so canceled, then Tenant agrees to accept possession of the Premises at such time as Landlord tenders the Premises to Tenant; provided that Tenant's obligation to pay rent under this Lease shall be abated during the period prior to the date Landlord tenders the Premises to Tenant. Upon any cancellation of this Lease pursuant to this Section, this Lease shall be of no further force and effect and neither party shall have any right or

replacement system, up to $28,875 plus tax, on a pro-rata basis amortized over the Term. 2. Premises And Term 2.1 Covenants of Landlord's Authority. Landlord represents and covenants that (a) prior to commencement of the Term it will have good fee title to the land and to the Premises, (b) the Premises are zoned and otherwise in compliance with local laws and may be used by Tenant for the Permitted Use; and (c) subject to Tenant's performance of all of its obligations hereunder, Tenant shall peacefully and quietly have, hold and enjoy the Premises for the Term of this Lease. The foregoing are material considerations and inducements to Tenant in executing the Lease, the breach of which will cause irreparable and severe harm to Tenant. 2.2 Renewal. Landlord may terminate any option or right to renew by written notice to Tenant delivered at any time Tenant is in default and continues to be in default for a period of thirty (30) days following written notice thereof. No exercise of any option to renew during any period of Tenant's default shall be effective. 2.3 Failure To Deliver Premises. If Landlord is unable to deliver the Premises within thirty (30) days of the Delivery Date, then this Lease may, at the option of Tenant (to be exercised by written notice to the Landlord within fifteen (15) days of the expiration of the thirty-day period) be canceled as of the date of such notice. If this Lease is not so canceled, then Tenant agrees to accept possession of the Premises at such time as Landlord tenders the Premises to Tenant; provided that Tenant's obligation to pay rent under this Lease shall be abated during the period prior to the date Landlord tenders the Premises to Tenant. Upon any cancellation of this Lease pursuant to this Section, this Lease shall be of no further force and effect and neither party shall have any right or claim against the other as a result thereof, except the Landlord shall refund to Tenant any advance payments of rent. 2.4 Surrender of the Premises and Holding Over. At the expiration of the term, Tenant shall surrender the Premises in good condition as improved during the term, reasonable wear and tear excepted, and Tenant shall surrender all keys for the Premises to Landlord at its address. Tenant shall remove all its trade fixtures and any alterations or improvements as provided herein, before surrendering the Premises, and shall repair any damage to the Premises which may have been caused directly by the Tenant's use thereof. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of this Lease. If Tenant shall default in so surrendering the Premises, Tenant's occupancy subsequent to such expiration,

whether or not with the consent or acquiescence of Landlord, shall be deemed to be that of a day to day tenancy at will, subject to all covenants contained herein. 2.5 Non-disturbance And Attornment. Within thirty (30) days after the execution date of this Lease, Landlord will obtain from every senior landlord, mortgagee and holder of a deed of trust upon the Premises, an agreement in recordable form acceptable to Tenant wherein the senior landlord(s), mortgagee(s) and holder(s) of deed(s) of trust agree not to disturb Tenant's possession, deprive Tenant of any rights under this Lease or increase Tenant's obligations under the Lease ("Non-disturbance and Attornment Agreement"). Landlord shall not further mortgage or encumber the fee or its leasehold estate from the date of execution of this Lease to the date of recording of a memorandum of lease by Tenant unless Landlord obtains and delivers to Tenant a Non-disturbance and Attornment Agreement. Upon the failure of Landlord to provide Tenant with an acceptable Non-disturbance and Attornment Agreement pertaining to every senior lease, mortgage and deed of trust in accordance with this provision, Tenant may terminate the Lease, in addition to all of its other rights and remedies under applicable law. 2.6 Title Examination. Landlord represents, warrants and covenants that it has full right and fee title to the Premises. Landlord further represents, warrants and covenants that there are no tenants or other parties in the Building who have leases or agreements which prohibit, restrict or interfere with Tenant's Permitted Use. Tenant may, at Tenant's option, order a title examination on the Premises prepared by an abstractor or title insurance company selected by Tenant. Landlord shall provide a current abstract of title and title insurance policy to the abstractor, if available. In the event that title abstract shall reflect encumbrances or other conditions not acceptable to Tenant (the "Defects"), then Landlord, upon notification of the Defects, shall immediately and diligently proceed to cure the same and shall have a reasonable time within which to cure the Defects. If, after the exercise of all reasonable diligence, Landlord is unable or unwilling to clear the Defects, then Tenant may accept

whether or not with the consent or acquiescence of Landlord, shall be deemed to be that of a day to day tenancy at will, subject to all covenants contained herein. 2.5 Non-disturbance And Attornment. Within thirty (30) days after the execution date of this Lease, Landlord will obtain from every senior landlord, mortgagee and holder of a deed of trust upon the Premises, an agreement in recordable form acceptable to Tenant wherein the senior landlord(s), mortgagee(s) and holder(s) of deed(s) of trust agree not to disturb Tenant's possession, deprive Tenant of any rights under this Lease or increase Tenant's obligations under the Lease ("Non-disturbance and Attornment Agreement"). Landlord shall not further mortgage or encumber the fee or its leasehold estate from the date of execution of this Lease to the date of recording of a memorandum of lease by Tenant unless Landlord obtains and delivers to Tenant a Non-disturbance and Attornment Agreement. Upon the failure of Landlord to provide Tenant with an acceptable Non-disturbance and Attornment Agreement pertaining to every senior lease, mortgage and deed of trust in accordance with this provision, Tenant may terminate the Lease, in addition to all of its other rights and remedies under applicable law. 2.6 Title Examination. Landlord represents, warrants and covenants that it has full right and fee title to the Premises. Landlord further represents, warrants and covenants that there are no tenants or other parties in the Building who have leases or agreements which prohibit, restrict or interfere with Tenant's Permitted Use. Tenant may, at Tenant's option, order a title examination on the Premises prepared by an abstractor or title insurance company selected by Tenant. Landlord shall provide a current abstract of title and title insurance policy to the abstractor, if available. In the event that title abstract shall reflect encumbrances or other conditions not acceptable to Tenant (the "Defects"), then Landlord, upon notification of the Defects, shall immediately and diligently proceed to cure the same and shall have a reasonable time within which to cure the Defects. If, after the exercise of all reasonable diligence, Landlord is unable or unwilling to clear the Defects, then Tenant may accept the Defects or Tenant may terminate the Lease and the parties shall be released from further liability. Tenant's failure to object in writing to any exception listed on the title abstract within ninety (90) days of receipt of same shall be deemed to be approval of the title abstract by Tenant. 2.7 Inspections. Tenant shall also be permitted at any time prior to the rent commencement date specified in Section 1.10. to enter the Premises to make a topographic and boundary survey, determine the location and condition of utilities, perform engineering studies, conduct soil

tests and borings and an environmental audit to determine the suitability for Tenant's intended use, all at Tenant's expense. If any of the inspections disclose conditions not satisfactory to Tenant, Tenant may terminate this Lease and the parties shall be released from further liability, except Tenant shall be required to promptly restore the Premises to their original condition following Tenant's work on the Premises. Tenant shall indemnify and hold Landlord harmless from and against any and all liability arising from any negligence of Tenant or its agents in performing work on the Premises. 3. Rent 3.1 Tenant shall pay to Landlord, at the Landlord's address or at such other place as Landlord may from time to time direct, Rent at the annual rate provided in Section 1., for each year of the Term, in equal monthly installments in advance on the first day of each month. The Rent for any Fractional Month shall be apportioned on a per diem basis, calculated on the basis of a thirty (30) day month. 4. Utility Services 4.1 Utilities. Tenant shall promptly pay for heat and public utilities rendered or furnished to the Premises from and after the date Tenant assumes (or is entitled to assume by Landlord's notice of delivery of the Premises) possession of the Premises (irrespective of whether Tenant shall have opened for business in the Premises on such date) including, but not limited to, heat, gas, and electricity and water/sewer. Tenant shall be solely responsible for making directpayments for utility services consumed upon the Premises, to utility serviceproviders when due. All payments shall be promptly paid in accordance with the billing terms of such providers. Tenant shall, at its sole cost and expense, maintain and repair the structural and non-structural components of the plumbing, sewer, electric, heating and air conditioning and other utility systems which are located within the Premises (the "Utility Systems").

tests and borings and an environmental audit to determine the suitability for Tenant's intended use, all at Tenant's expense. If any of the inspections disclose conditions not satisfactory to Tenant, Tenant may terminate this Lease and the parties shall be released from further liability, except Tenant shall be required to promptly restore the Premises to their original condition following Tenant's work on the Premises. Tenant shall indemnify and hold Landlord harmless from and against any and all liability arising from any negligence of Tenant or its agents in performing work on the Premises. 3. Rent 3.1 Tenant shall pay to Landlord, at the Landlord's address or at such other place as Landlord may from time to time direct, Rent at the annual rate provided in Section 1., for each year of the Term, in equal monthly installments in advance on the first day of each month. The Rent for any Fractional Month shall be apportioned on a per diem basis, calculated on the basis of a thirty (30) day month. 4. Utility Services 4.1 Utilities. Tenant shall promptly pay for heat and public utilities rendered or furnished to the Premises from and after the date Tenant assumes (or is entitled to assume by Landlord's notice of delivery of the Premises) possession of the Premises (irrespective of whether Tenant shall have opened for business in the Premises on such date) including, but not limited to, heat, gas, and electricity and water/sewer. Tenant shall be solely responsible for making directpayments for utility services consumed upon the Premises, to utility serviceproviders when due. All payments shall be promptly paid in accordance with the billing terms of such providers. Tenant shall, at its sole cost and expense, maintain and repair the structural and non-structural components of the plumbing, sewer, electric, heating and air conditioning and other utility systems which are located within the Premises (the "Utility Systems"). 4.2 Furnishing of Utility Services. Interruption or impairment of any such utility or related service, except occurrences caused by the act or omission of Landlord or those under the reasonable control of Landlord, shall not give rise to a right or cause of action by Tenant against Landlord in damages or otherwise. Landlord shall use its best efforts not to cause interference to the business of Tenant and to promptly cure such interruption or impairment which may be within the control of Landlord. 5. Repairs And Maintenance

5.1 Repairs and Maintenance by Tenant. Tenant shall make and incur the costs of all repairs to the Premises necessary to keep the same in a good state of repair, ordinary wear and tear, obsolescence, fire, casualty and condemnation excepted. Tenant shall also maintain and keep in good repair all air-conditioning, plumbing, heating and electrical installations and floor and wall surfaces of the Premises, including but not limited to the roof. Tenant shall at all times keep the Premises and all partitions, doors, floor surfaces, fixtures, equipment and appurtenances thereof clean and in good order, condition and repair, including reasonably periodic painting of the interior of the Premises. In addition to the foregoing, Tenant shall repair, and maintain fire extinguishers and other fire preventative equipment in the Premises in accordance with the current or future applicable governmental codes (including, but not limited to, the Occupational Safety and Health Act, as amended). Notwithstanding anything to the contrary in the foregoing paragraph, Landlord shall, as soon as is reasonably practicable in the Spring of 1993, complete a certain re-paying project previously begun by the Landlord and temporarily curtailed due to inclement weather. 5.2 Landlord's Right of Inspection. Tenant agrees to permit Landlord and/or the authorized representatives of Landlord to enter the Premises at reasonable times during usual business hours for the purpose of inspecting the same or for the purpose of making emergency repairs to the Premises. Landlord shall provide to Tenant reasonable prior notice for the purpose of making any necessary, non-emergency, repairs or new construction to the Premises or performing any work therein that may be necessary to comply with any laws, ordinances, rules, regulations or requirements of any governing authority. It is specifically agreed by Landlord that the aforesaid access is limited to usual business hours and that access is not permitted during non-business hours when any alarm system is activated, unless an extreme emergency exists requiring such access. Nothing herein stated or inferred, except compliance with all laws, ordinances, rules, regulations and requirements of any governing

5.1 Repairs and Maintenance by Tenant. Tenant shall make and incur the costs of all repairs to the Premises necessary to keep the same in a good state of repair, ordinary wear and tear, obsolescence, fire, casualty and condemnation excepted. Tenant shall also maintain and keep in good repair all air-conditioning, plumbing, heating and electrical installations and floor and wall surfaces of the Premises, including but not limited to the roof. Tenant shall at all times keep the Premises and all partitions, doors, floor surfaces, fixtures, equipment and appurtenances thereof clean and in good order, condition and repair, including reasonably periodic painting of the interior of the Premises. In addition to the foregoing, Tenant shall repair, and maintain fire extinguishers and other fire preventative equipment in the Premises in accordance with the current or future applicable governmental codes (including, but not limited to, the Occupational Safety and Health Act, as amended). Notwithstanding anything to the contrary in the foregoing paragraph, Landlord shall, as soon as is reasonably practicable in the Spring of 1993, complete a certain re-paying project previously begun by the Landlord and temporarily curtailed due to inclement weather. 5.2 Landlord's Right of Inspection. Tenant agrees to permit Landlord and/or the authorized representatives of Landlord to enter the Premises at reasonable times during usual business hours for the purpose of inspecting the same or for the purpose of making emergency repairs to the Premises. Landlord shall provide to Tenant reasonable prior notice for the purpose of making any necessary, non-emergency, repairs or new construction to the Premises or performing any work therein that may be necessary to comply with any laws, ordinances, rules, regulations or requirements of any governing authority. It is specifically agreed by Landlord that the aforesaid access is limited to usual business hours and that access is not permitted during non-business hours when any alarm system is activated, unless an extreme emergency exists requiring such access. Nothing herein stated or inferred, except compliance with all laws, ordinances, rules, regulations and requirements of any governing authority, shall imply any duty upon the part of Landlord to do any such work. The performance thereof by Landlord shall not constitute a waiver of any default by Tenant in failing to perform the same. 5.3 Replacement of Glass. At the commencement of the Term all glass in the Premises shall be in good condition and undamaged. Tenant shall be responsible for maintaining, repairing and keeping such glass in good condition. 5.4 Compliance With Americans With Disabilities Act. If the Premises are now, or at any time during the term of this Lease or any extension or renewal hereof become, a "Public Accommodation"

under the terms of the Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., and all regulations promulgated thereunder (the "ADA"), Landlord shall, at its sole cost and expense, be responsible for compliance with Title III of the ADA to the extent that the ADA imposes obligations on the procedure and design of the construction of, or any alterations to, the Premises. Tenant shall, at its sole cost and expense, be responsible for making any necessary modifications in its policies, practices and procedures in connection with the operation of Tenant's business in order to comply with the applicable provisions of the ADA. 6. Taxes, Insurance And Indemnity 6.1 Property Taxes. The Landlord shall be solely responsible for the payment of all real estate taxes, assessments, fees and other such charges related to or imposed upon the Building and/or the Premises. 6.2 Tenant's Taxes. The Tenant covenants and agrees to pay promptly when due, all taxes imposes upon its business operation and its personal property situated in the Premises. 6.3 Liability Insurance. Tenant shall, at its sole cost and expense, procure and maintain throughout the Term a Comprehensive Program of Insurance covering the liability of Tenant for bodily injury, personal injury and property damage arising out of or in connection with the use or occupancy of the Premises or by the condition of the Premises. The limits of liability of such insurance shall not be less than One Million Dollars ($1,000,000) combined single limit, and shall be written by an insurance company or companies licensed to do business in the State within which the Premises are situated, with Landlord named as an additional insured. No such policy(ies) shall be canceled without at least fifteen (15) days prior notice to Landlord of such intent to cancel. Copies of such certificates of insurance, and any renewals thereof, shall be provided to Landlord after each annual renewal. If Tenant fails to comply with the foregoing requirements, Landlord may, but shall have no obligation, to obtain

under the terms of the Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., and all regulations promulgated thereunder (the "ADA"), Landlord shall, at its sole cost and expense, be responsible for compliance with Title III of the ADA to the extent that the ADA imposes obligations on the procedure and design of the construction of, or any alterations to, the Premises. Tenant shall, at its sole cost and expense, be responsible for making any necessary modifications in its policies, practices and procedures in connection with the operation of Tenant's business in order to comply with the applicable provisions of the ADA. 6. Taxes, Insurance And Indemnity 6.1 Property Taxes. The Landlord shall be solely responsible for the payment of all real estate taxes, assessments, fees and other such charges related to or imposed upon the Building and/or the Premises. 6.2 Tenant's Taxes. The Tenant covenants and agrees to pay promptly when due, all taxes imposes upon its business operation and its personal property situated in the Premises. 6.3 Liability Insurance. Tenant shall, at its sole cost and expense, procure and maintain throughout the Term a Comprehensive Program of Insurance covering the liability of Tenant for bodily injury, personal injury and property damage arising out of or in connection with the use or occupancy of the Premises or by the condition of the Premises. The limits of liability of such insurance shall not be less than One Million Dollars ($1,000,000) combined single limit, and shall be written by an insurance company or companies licensed to do business in the State within which the Premises are situated, with Landlord named as an additional insured. No such policy(ies) shall be canceled without at least fifteen (15) days prior notice to Landlord of such intent to cancel. Copies of such certificates of insurance, and any renewals thereof, shall be provided to Landlord after each annual renewal. If Tenant fails to comply with the foregoing requirements, Landlord may, but shall have no obligation, to obtain such insurance for Tenant and Tenant shall pay to Landlord, on demand and proof of Landlord's payment thereof, the premium cost so paid. 6.4 Indemnity. The parties herein shall not be liable to the other or to the other's agents, servants, employees, customers, invitees, or any other person(s) for any damage to person or property caused by any act, omission or neglect of the other, its agents, servants or employees, and each party agrees to indemnify and hold the other harmless from all liability and claims for any such damage.

6.5 Mutual Release of Liability. Each of the parties hereto hereby releases the other, to the extent of the releasing party's actual recovery under its insurance policies, from any and all liability for any loss or damage which may be inflicted upon the property of such party, unless such loss or damage shall have arisen out of the negligent or intentionally tortuous act or omission of the other party, its agents and employees; provided, however, that this release shall be effective only to the extent that this release shall not affect the releasing party's insurance coverage or the right of the insurance company to recover thereunder with respect to such loss or damage. 6.6 Fire Insurance. Tenant agrees that it will not keep, use, sell, or offer for sale in or upon the Premises any substance which may be prohibited by the standard form of fire and extended coverage insurance policy generally available in the state within which the Premises are situated. Tenant agrees to pay and provide insurance for fire and extended coverage on the Premises, in an amount equal sufficient for replacement value, with Landlord as a named insured and with companies licensed to do business in the state within which the Premises are situated. Tenant shall not knowingly use or occupy the Premises or any part thereof, or suffer or permit the same to be used or occupied for any business or purpose deemed extra-hazardous on account of fire or otherwise. 7. Use Of Premises 7.1 Use of Premises. Tenant covenants and agrees to use the Premises only for the Permitted Uses and for no other purpose without the prior written consent of Landlord. 7.2 Signs, Awnings And Canopies. Tenant may erect and maintain on the exterior of the Premises at least 1 sign which complies with the ordinances of the city zoning area within which the Premises are situated, and in such locations as Landlord may approve. Any such approval shall not be unreasonably withheld or delayed. Tenant

6.5 Mutual Release of Liability. Each of the parties hereto hereby releases the other, to the extent of the releasing party's actual recovery under its insurance policies, from any and all liability for any loss or damage which may be inflicted upon the property of such party, unless such loss or damage shall have arisen out of the negligent or intentionally tortuous act or omission of the other party, its agents and employees; provided, however, that this release shall be effective only to the extent that this release shall not affect the releasing party's insurance coverage or the right of the insurance company to recover thereunder with respect to such loss or damage. 6.6 Fire Insurance. Tenant agrees that it will not keep, use, sell, or offer for sale in or upon the Premises any substance which may be prohibited by the standard form of fire and extended coverage insurance policy generally available in the state within which the Premises are situated. Tenant agrees to pay and provide insurance for fire and extended coverage on the Premises, in an amount equal sufficient for replacement value, with Landlord as a named insured and with companies licensed to do business in the state within which the Premises are situated. Tenant shall not knowingly use or occupy the Premises or any part thereof, or suffer or permit the same to be used or occupied for any business or purpose deemed extra-hazardous on account of fire or otherwise. 7. Use Of Premises 7.1 Use of Premises. Tenant covenants and agrees to use the Premises only for the Permitted Uses and for no other purpose without the prior written consent of Landlord. 7.2 Signs, Awnings And Canopies. Tenant may erect and maintain on the exterior of the Premises at least 1 sign which complies with the ordinances of the city zoning area within which the Premises are situated, and in such locations as Landlord may approve. Any such approval shall not be unreasonably withheld or delayed. Tenant shall keep insured and shall maintain such signs in good condition and repair at all times. If damage is done to Tenant's signs, Tenant shall promptly repair same or Landlord shall have the right to repair such signs and bill Tenant for cost of the repairs. Tenant reserves the right to apply static vinyl decals to windows, doors and other glass located at the Premises. 8. Relationship Of The Parties. 8.1 Nothing herein contained shall be deemed or construed as treating the relationship of principal and agent as a partnership or joint venture between the parties hereto; it being understood and agreed that neither the method of computing rent nor any

other provision contained herein nor any acts of the parties hereto shall be deemed to create any relationship between the parties other than that of Landlord and Tenant. 9. Additions, Alterations And Trade Fixtures 9.1 By Landlord. Landlord shall have the right, at its expense, at any time to make alterations or additions to the Building in which the Premises are contained provided, however, that such construction shall not materially and adversely affect the business of Tenant and shall comply with all related terms and conditions as same may appear elsewhere within this Lease. Should the Landlord make any such alterations or additions and should same not be done for the benefit of the Tenant, such alterations or additions shall, upon commencement, be excepted from the Premises as such term is used herein. 9.2 By Tenant. Tenant may from time to time, after the Commencement Date, at its own expense, alter, renovate or improve the Premises and Tenant's signs, provided the same be performed in good and workmanlike manner, in accordance with accepted building practices and so as not to weaken or impair the structural integrity or substantially lessen the value of the Premises. All such changes, alterations or improvements made by Tenant shall be in compliance will all related terms and conditions as same may appear elsewhere within this Lease. All alterations, decorations, additions and improvements made by Tenant, or made by Landlord on Tenant's behalf as provided in this Lease, shall become the property of Landlord at the end of Term unless same may be removed by Tenant without causing significant damage to the Premises. Tenant shall have the right to remove all removable fixtures, additions, alternations and improvements belonging to Tenant. In the event Tenant plans to improve, renovate or alter the Premises and the estimated cost of such work exceeds $25,000.00, Tenant shall, at Tenant's sole cost, prepare and present to Landlord plans and specifications for

other provision contained herein nor any acts of the parties hereto shall be deemed to create any relationship between the parties other than that of Landlord and Tenant. 9. Additions, Alterations And Trade Fixtures 9.1 By Landlord. Landlord shall have the right, at its expense, at any time to make alterations or additions to the Building in which the Premises are contained provided, however, that such construction shall not materially and adversely affect the business of Tenant and shall comply with all related terms and conditions as same may appear elsewhere within this Lease. Should the Landlord make any such alterations or additions and should same not be done for the benefit of the Tenant, such alterations or additions shall, upon commencement, be excepted from the Premises as such term is used herein. 9.2 By Tenant. Tenant may from time to time, after the Commencement Date, at its own expense, alter, renovate or improve the Premises and Tenant's signs, provided the same be performed in good and workmanlike manner, in accordance with accepted building practices and so as not to weaken or impair the structural integrity or substantially lessen the value of the Premises. All such changes, alterations or improvements made by Tenant shall be in compliance will all related terms and conditions as same may appear elsewhere within this Lease. All alterations, decorations, additions and improvements made by Tenant, or made by Landlord on Tenant's behalf as provided in this Lease, shall become the property of Landlord at the end of Term unless same may be removed by Tenant without causing significant damage to the Premises. Tenant shall have the right to remove all removable fixtures, additions, alternations and improvements belonging to Tenant. In the event Tenant plans to improve, renovate or alter the Premises and the estimated cost of such work exceeds $25,000.00, Tenant shall, at Tenant's sole cost, prepare and present to Landlord plans and specifications for work to be done to alter and finish the Premises in accordance with Tenant's requirements. No such work shall be commenced unless and until Landlord has approved such plans and specifications in writing. Any such work shall be carried out only in accordance with the approved plans and specifications and Landlord's approval shall not unreasonably be withheld or delayed. Upon submission of such plans by Tenant, Landlord may either: 9.2.1 evidence its approval by endorsement of a written document to that effect; or

9.2.2 refuse such approval in writing to be delivered to Tenant detailing the basis of such refusal if Landlord's Architect shall reasonably determine that the same: (A) would subject Landlord to any additional costs, expense or liability or the Premises to any violation, fine, or penalty; (B) would provide for or require any installation or work which is or might be unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the Premises and/or the building of which the Premises are a part; or (C) unreasonably interfere with or abridge the use and enjoyment of any adjoining space in the building in which the Premises are located. After approval by Landlord of Tenant's plans and specifications, if same shall be required, Tenant shall pay any additional architectural or construction costs incurred in making changes, substitutions or eliminations in such approved plans and specifications requested by Tenant and approved by Landlord. Whether or not such Landlord approval shall be required, Tenant shall, at its sole cost and expense, obtain all necessary building permits and approvals from the municipal and/or county building inspector, fire marshal, and any other necessary governmental authority, such permits and approvals being based upon Tenant's final approved plans and specifications mentioned herein above. Tenant shall also obtain any necessary permits and approvals from all utility companies for any additional connections required by Tenant, and pay any fees resulting therefrom. 9.3 Mechanics', Materialmen's, And Other Liens. Tenant will not permit any mechanics', materialmen's, or other liens to be placed upon the Premises, any improvements located therein, or the Building, or any portion thereof resulting from any work, actions, or request of Tenant. However, in the case of the filing of any such lien, Tenant shall cause same to be paid, released and/or discharged of record within thirty (30) days after Tenant's actual knowledge of same and, in any event, prior to any foreclosure or other enforcement thereof. 10. Damages, Destruction Or Condemnation Of The Premises 10.1 Damages or Destruction By Fire or Other Casualty. If at any time following the commencement of this

9.2.2 refuse such approval in writing to be delivered to Tenant detailing the basis of such refusal if Landlord's Architect shall reasonably determine that the same: (A) would subject Landlord to any additional costs, expense or liability or the Premises to any violation, fine, or penalty; (B) would provide for or require any installation or work which is or might be unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the Premises and/or the building of which the Premises are a part; or (C) unreasonably interfere with or abridge the use and enjoyment of any adjoining space in the building in which the Premises are located. After approval by Landlord of Tenant's plans and specifications, if same shall be required, Tenant shall pay any additional architectural or construction costs incurred in making changes, substitutions or eliminations in such approved plans and specifications requested by Tenant and approved by Landlord. Whether or not such Landlord approval shall be required, Tenant shall, at its sole cost and expense, obtain all necessary building permits and approvals from the municipal and/or county building inspector, fire marshal, and any other necessary governmental authority, such permits and approvals being based upon Tenant's final approved plans and specifications mentioned herein above. Tenant shall also obtain any necessary permits and approvals from all utility companies for any additional connections required by Tenant, and pay any fees resulting therefrom. 9.3 Mechanics', Materialmen's, And Other Liens. Tenant will not permit any mechanics', materialmen's, or other liens to be placed upon the Premises, any improvements located therein, or the Building, or any portion thereof resulting from any work, actions, or request of Tenant. However, in the case of the filing of any such lien, Tenant shall cause same to be paid, released and/or discharged of record within thirty (30) days after Tenant's actual knowledge of same and, in any event, prior to any foreclosure or other enforcement thereof. 10. Damages, Destruction Or Condemnation Of The Premises 10.1 Damages or Destruction By Fire or Other Casualty. If at any time following the commencement of this Lease, the Premises should be damaged or destroyed by any casualty or otherwise, except that caused directly by the gross negligence of the Tenant, so as to, in Tenant's sole but reasonable determination, significantly interfere with the normal operation of Tenant's business, this Lease shall continue in full force and effect, and Tenant, at its expense, shall promptly restore, repair or rebuild the Premises to the same condition as it existed when the possession of the Premises was first turned over to the Tenant.

In the event such restoration of the Premises as aforesaid shall not be reasonably practical, either party's sole remedy against the other shall be to terminate this Lease as of the date of such casualty. Rent shall abate from the date of such damage or destruction until the Tenant has repaired or restored the Premises in the manner and in the condition provided in this Section. In the event that only 30% or less of the Premises is rendered un-tenantable or incapable of use for the normal conduct of Tenant's business therein, a just and proportionate part of the Rent shall be abated from the date of such damage until the Tenant has completely repaired same. In the event that the Premises shall be damaged in whole or in substantial part and the Tenant shall determine that repair of such damage cannot reasonably be substantially completed within the 120-day period as herein above provided, Tenant shall have the option, exercisable within thirty (30) days following notice of such determination being given to Tenant by Landlord, to terminate this Lease, effective as of the date of such damage. Notwithstanding any of the provisions herein to the contrary, the Tenant shall have no obligation to rebuild the Premises unless the damage or destruction is a result of a casualty covered by the Tenant's insurance policy and the insurance proceeds available to the Tenant as a result thereof (i.e., the amount of such insurance proceeds actually collected, less all costs of collection and to the extent such proceeds are not required to be paid over by Tenant to any mortgagee or other third party, including but not limited to the Landlord) are sufficient to discharge fully the cost of such repair and restoration. The Tenant shall, however, be obligated to use any such proceeds so collected for the renovation or repair of the Premises in accordance with this Section 10.1. 10.2 Loss or Damage. Landlord shall not be liable for any damage to or loss of property of Tenant or of others

In the event such restoration of the Premises as aforesaid shall not be reasonably practical, either party's sole remedy against the other shall be to terminate this Lease as of the date of such casualty. Rent shall abate from the date of such damage or destruction until the Tenant has repaired or restored the Premises in the manner and in the condition provided in this Section. In the event that only 30% or less of the Premises is rendered un-tenantable or incapable of use for the normal conduct of Tenant's business therein, a just and proportionate part of the Rent shall be abated from the date of such damage until the Tenant has completely repaired same. In the event that the Premises shall be damaged in whole or in substantial part and the Tenant shall determine that repair of such damage cannot reasonably be substantially completed within the 120-day period as herein above provided, Tenant shall have the option, exercisable within thirty (30) days following notice of such determination being given to Tenant by Landlord, to terminate this Lease, effective as of the date of such damage. Notwithstanding any of the provisions herein to the contrary, the Tenant shall have no obligation to rebuild the Premises unless the damage or destruction is a result of a casualty covered by the Tenant's insurance policy and the insurance proceeds available to the Tenant as a result thereof (i.e., the amount of such insurance proceeds actually collected, less all costs of collection and to the extent such proceeds are not required to be paid over by Tenant to any mortgagee or other third party, including but not limited to the Landlord) are sufficient to discharge fully the cost of such repair and restoration. The Tenant shall, however, be obligated to use any such proceeds so collected for the renovation or repair of the Premises in accordance with this Section 10.1. 10.2 Loss or Damage. Landlord shall not be liable for any damage to or loss of property of Tenant or of others located on the Premises, unless such loss or damage shall be caused by the act or omission to act of Landlord. Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Premises or from the subsurface or from any other place or by dampness or by any other cause of any kind or nature whatsoever, unless such loss or damage shall be caused by the negligence or omission to act of Landlord, or should have been reasonably foreseeable by the Landlord.

10.3 Condemnation. In the event the entire Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, this Lease shall terminate and expire as of the date of such taking, and Landlord and Tenant shall thereupon be released from any further liability hereunder. In the event more than fifteen percent (15%) of the floor area of the Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, Tenant shall have the right to cancel and terminate this Lease as of the date of such taking upon giving notice of such election within thirty (30) days after the receipt by Tenant from Landlord of notice that said Premises have been so appropriated or taken. In the event of such cancellation, Landlord and Tenant shall thereupon be released from any further liability under this Lease. Immediately after any appropriation or taking, Landlord shall give Tenant notice thereof. If this Lease shall not be terminated as provided in this Section then Landlord, at its cost and expense, shall immediately restore the Premises to a complete unit of like quality and character. All compensation awarded or paid upon such a total or partial taking of the Premises shall belong to and be the property of the Landlord without any participation by Tenant, less and except any proceeds paid and/or received on behalf of the Tenant or as same may be in regards to Tenant's property or business; provided, however, that nothing contained herein shall be construed to preclude Tenant from prosecution of any claim directly against the condemning authority in such condemnation proceedings for loss of business, and/or stock and/or trade fixtures, furniture and other personal property belonging to Tenant provided further, however, that no such claim shall diminish or otherwise adversely affect Landlord's award or the award(s) of any mortgagee(s). Anything herein to the contrary notwithstanding, in the event the net proceeds of any condemnation proceedings

10.3 Condemnation. In the event the entire Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, this Lease shall terminate and expire as of the date of such taking, and Landlord and Tenant shall thereupon be released from any further liability hereunder. In the event more than fifteen percent (15%) of the floor area of the Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, Tenant shall have the right to cancel and terminate this Lease as of the date of such taking upon giving notice of such election within thirty (30) days after the receipt by Tenant from Landlord of notice that said Premises have been so appropriated or taken. In the event of such cancellation, Landlord and Tenant shall thereupon be released from any further liability under this Lease. Immediately after any appropriation or taking, Landlord shall give Tenant notice thereof. If this Lease shall not be terminated as provided in this Section then Landlord, at its cost and expense, shall immediately restore the Premises to a complete unit of like quality and character. All compensation awarded or paid upon such a total or partial taking of the Premises shall belong to and be the property of the Landlord without any participation by Tenant, less and except any proceeds paid and/or received on behalf of the Tenant or as same may be in regards to Tenant's property or business; provided, however, that nothing contained herein shall be construed to preclude Tenant from prosecution of any claim directly against the condemning authority in such condemnation proceedings for loss of business, and/or stock and/or trade fixtures, furniture and other personal property belonging to Tenant provided further, however, that no such claim shall diminish or otherwise adversely affect Landlord's award or the award(s) of any mortgagee(s). Anything herein to the contrary notwithstanding, in the event the net proceeds of any condemnation proceedings available to the Landlord (i.e., net of costs of collection and amounts, if any, required to be paid by Landlord to any mortgagee or other third party, including but not limited to the Tenant) are, in Landlord's opinion, insufficient to restore the Building to a state in which it can continue to be operated in a reasonable manner, Landlord may, at its sole discretion, terminate this Lease as of the date of such taking without liability of any kind or nature to Tenant. 11. Default/Termination Of Lease 11.1 Default; Remedies. In the event

11.1.1 Tenant fails to pay any installment of Rent or other moneys due hereunder to the Landlord within fifteen (15) days after Tenant receives Landlord's written notice thereof; or 11.1.2 Tenant fails to fully comply with any material term, condition, or covenant of this Lease and such failure continues for a period of thirty (30) days following Tenant's receipt of Landlord's written notice thereof (except in the event such default is not susceptible of being cured within thirty (30) days, if Tenant does not commence to cure such default within thirty (30) days and thereafter diligently pursue the completion of such cure; or 11.1.3 Tenant deserts or vacates the Premises for more than ten (10) business days; or 11.1.4 Tenant becomes insolvent or the subject of any voluntary Bankruptcy proceeding or makes an assignment for benefit of creditors; or 11.1.5 Tenant is the subject of a petition for involuntary Bankruptcy under Title 11 of the U.S. Bankruptcy Code, which petition has not been vacated within 90 days of notice of filing of said petition. Then in any of such events, Tenant shall be in Default and Landlord shall have the option (to the maximum extent permitted by applicable law), in addition to and not in limitation of any other remedy permitted by law or by this Lease, to terminate this Lease. In such event, Tenant shall immediately surrender the Premises to Landlord. If Tenant shall fail to do so, Landlord may, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and its effects, without being liable to prosecution or any claim for damages therefor. In

11.1.1 Tenant fails to pay any installment of Rent or other moneys due hereunder to the Landlord within fifteen (15) days after Tenant receives Landlord's written notice thereof; or 11.1.2 Tenant fails to fully comply with any material term, condition, or covenant of this Lease and such failure continues for a period of thirty (30) days following Tenant's receipt of Landlord's written notice thereof (except in the event such default is not susceptible of being cured within thirty (30) days, if Tenant does not commence to cure such default within thirty (30) days and thereafter diligently pursue the completion of such cure; or 11.1.3 Tenant deserts or vacates the Premises for more than ten (10) business days; or 11.1.4 Tenant becomes insolvent or the subject of any voluntary Bankruptcy proceeding or makes an assignment for benefit of creditors; or 11.1.5 Tenant is the subject of a petition for involuntary Bankruptcy under Title 11 of the U.S. Bankruptcy Code, which petition has not been vacated within 90 days of notice of filing of said petition. Then in any of such events, Tenant shall be in Default and Landlord shall have the option (to the maximum extent permitted by applicable law), in addition to and not in limitation of any other remedy permitted by law or by this Lease, to terminate this Lease. In such event, Tenant shall immediately surrender the Premises to Landlord. If Tenant shall fail to do so, Landlord may, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and its effects, without being liable to prosecution or any claim for damages therefor. In such event of such forcible eviction, the Tenant agrees to indemnify Landlord, at the same times as specified herein for payment of rent, for reasonable costs resulting from such Default and for all loss and damage, if any, which Landlord may suffer by reason of same. In the event of such termination of this Lease, Tenant shall be obligated for payment of Rent, in the same amounts and at the same times as specified elsewhere herein, less the receipts of reletting the Premises until the earlier of 1) the passing of the original expiration date of this Lease had such earlier termination not occurred or 2) such time as Landlord shall relet the Premises upon reasonably satisfactory terms and conditions. Upon reletting the Premises Tenant shall be released from any further liability or obligation under the Lease. Landlord shall

be obligated to exercise due diligence to relet said Premises and mitigate damages to the Tenant. 11.1.6 In the event that Landlord shall be in default of any provision, clause, section or part of this Lease and Landlord shall fail to cure such default within thirty (30) days following written notice thereof by Tenant or if such default is not susceptible of being cured within thirty (30) days, if Landlord does not commence to cure such default within thirty (30) days and thereafter diligently pursue and complete such cure), Tenant shall have the option to any one or more of the following, without any prior written notice, in addition to and not in limitation of any other remedy permitted by law or this Lease: 11.1.7 To itself cure the default of Landlord and to deduct the cost thereof from rent, CAM charges or other moneys due to Landlord until such time as the cost of curing such default shall have been fully reimbursed to Tenant; or 11.1.8 Terminate this Lease, at which time all Tenant's obligations and liabilities under this Lease will cease, except those which may have accrued prior to the date of such termination. Tenant further reserves the right upon thirty (30) days prior written notice to Landlord to terminate this Lease should any act or omission to act of the Landlord, in Tenant's reasonable opinion, materially or adversely affect or interfere with the Tenant's business, provided, however, that the Tenant shall have first exhausted all other reasonable means of resolving such matter. Should Tenant terminate this Lease as a result of same, all liabilities and obligations of Tenant under this Lease will cease, except those which have accrued prior to the date of such termination. 11.2 Non-Waiver. The mention in this Lease of any particular remedy shall not preclude Landlord or Tenant from any other remedy Landlord or Tenant might have, either in law or in equity. The failure of Landlord or

be obligated to exercise due diligence to relet said Premises and mitigate damages to the Tenant. 11.1.6 In the event that Landlord shall be in default of any provision, clause, section or part of this Lease and Landlord shall fail to cure such default within thirty (30) days following written notice thereof by Tenant or if such default is not susceptible of being cured within thirty (30) days, if Landlord does not commence to cure such default within thirty (30) days and thereafter diligently pursue and complete such cure), Tenant shall have the option to any one or more of the following, without any prior written notice, in addition to and not in limitation of any other remedy permitted by law or this Lease: 11.1.7 To itself cure the default of Landlord and to deduct the cost thereof from rent, CAM charges or other moneys due to Landlord until such time as the cost of curing such default shall have been fully reimbursed to Tenant; or 11.1.8 Terminate this Lease, at which time all Tenant's obligations and liabilities under this Lease will cease, except those which may have accrued prior to the date of such termination. Tenant further reserves the right upon thirty (30) days prior written notice to Landlord to terminate this Lease should any act or omission to act of the Landlord, in Tenant's reasonable opinion, materially or adversely affect or interfere with the Tenant's business, provided, however, that the Tenant shall have first exhausted all other reasonable means of resolving such matter. Should Tenant terminate this Lease as a result of same, all liabilities and obligations of Tenant under this Lease will cease, except those which have accrued prior to the date of such termination. 11.2 Non-Waiver. The mention in this Lease of any particular remedy shall not preclude Landlord or Tenant from any other remedy Landlord or Tenant might have, either in law or in equity. The failure of Landlord or Tenant to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power, or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. The receipt and acceptance by Landlord of rent, nor the payment of same by Tenant, with knowledge of the breach of any covenant contained in this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by either party unless such waiver is in writing and signed by both parties hereto.

12. Mortgage Financing and Subordination 12.1 Subordination. This Lease and all of Tenant's rights hereunder are and shall be subordinate to any mortgages or other security instruments (collectively, the "Mortgages") which Landlord may at any time place upon the Building provided that Landlord fulfills the obligation to Tenant under Section 2.6. hereof. Tenant shall, within ten (10) days of receipt of written request of the Landlord or the holder of any mortgage on the Building, execute any reasonable documents expressly subordinating this Lease to any mortgages now or hereafter placed upon the Landlord's interest in the Building, the premises or future additions thereto provided such subordination complies with this Section 12.1. 12.2 Notices To Mortgagees of Landlord's Default. Tenant shall give prompt written notice to each mortgagee with whom Tenant has entered into a subordination agreement of any default of Landlord hereunder, and Tenant shall allow such mortgagee a reasonable length of time (in any event not to exceed thirty (30) days from the date of such notice) in which to cure any such default. Any such notice shall be sent to the Mortgage Loan Department of any such mortgagee at its home office address, unless Tenant is notified of a different address for such notice, in which case such address shall be used. If neither Landlord nor Mortgagee shall cure, then Tenant shall have the right to terminate this Lease as provided for elsewhere herein. 12.3 Mortgagee's Right To Subordinate. Any mortgagee may, at its option, elect to subordinate the lien of its mortgage to this Lease by executing and causing to be recorded in the appropriate public records an instrument evidencing such subordination. 12.4 Waiver of Landlord's Lien. In the event Tenant, its subtenants or assigns, acquires and/or leases personal

12. Mortgage Financing and Subordination 12.1 Subordination. This Lease and all of Tenant's rights hereunder are and shall be subordinate to any mortgages or other security instruments (collectively, the "Mortgages") which Landlord may at any time place upon the Building provided that Landlord fulfills the obligation to Tenant under Section 2.6. hereof. Tenant shall, within ten (10) days of receipt of written request of the Landlord or the holder of any mortgage on the Building, execute any reasonable documents expressly subordinating this Lease to any mortgages now or hereafter placed upon the Landlord's interest in the Building, the premises or future additions thereto provided such subordination complies with this Section 12.1. 12.2 Notices To Mortgagees of Landlord's Default. Tenant shall give prompt written notice to each mortgagee with whom Tenant has entered into a subordination agreement of any default of Landlord hereunder, and Tenant shall allow such mortgagee a reasonable length of time (in any event not to exceed thirty (30) days from the date of such notice) in which to cure any such default. Any such notice shall be sent to the Mortgage Loan Department of any such mortgagee at its home office address, unless Tenant is notified of a different address for such notice, in which case such address shall be used. If neither Landlord nor Mortgagee shall cure, then Tenant shall have the right to terminate this Lease as provided for elsewhere herein. 12.3 Mortgagee's Right To Subordinate. Any mortgagee may, at its option, elect to subordinate the lien of its mortgage to this Lease by executing and causing to be recorded in the appropriate public records an instrument evidencing such subordination. 12.4 Waiver of Landlord's Lien. In the event Tenant, its subtenants or assigns, acquires and/or leases personal property to be installed or used upon the Premises subject to retained title, conditional sales contract, chattel mortgage or other security agreement or lease, Landlord agrees to execute and deliver to any such secured creditor and/or lessor a waiver of any lien Landlord may have upon such personal property. Such waiver shall be on a form provided by Tenant authorizing the secured creditor and/or lessor to enter upon the property and remove such personal property in the event of default under the terms of the security agreement and/or lease. 13. Miscellaneous Provisions

13.1 Assignment and Subletting. Tenant shall not assign this Lease nor any estate or interest therein, nor sublet or license the whole or any part of the Premises (all of which are herein referred to as "transfer"), except to a wholly owned subsidiary or affiliate of Tenant, without the express written consent of Landlord, which consent shall not unreasonably be withheld or delayed. Tenant may transfer its interest to any wholly owned corporation or affiliate without such consent, provided that in each case Tenant shall give notice of such transfer to Landlord. For purposes hereof, "affiliate" shall include any corporation, partnership or other entity controlled by, under common control with, or controlling Tenant, control for purposes hereof being direct or indirect control over fifty per cent (50%) or more of the voting interests of such entity. Except as hereinafter provided, no such transfer shall relieve Tenant of its obligations hereunder. In the event that Tenant assigns this Lease to a corporation or entity having the same or greater net worth than Tenant, then, in such event, Tenant shall be relieved of its obligations hereunder. Any such assignee or subtenant of Tenant shall assume Tenant's obligations hereunder and deliver to Landlord an assumption agreement in form satisfactory to Landlord prior to occupancy of the Premises by such assignee. Any consent of Landlord required by this paragraph shall not be unreasonably withheld or delayed. 13.2 Notice. All notices, consents, approvals, accounting statements and other communications hereunder shall be in writing and in English and shall be considered given: (a) upon personal delivery or delivery by telecopier (with confirmation of telecopier receipt by receiver); (b) three (3) business days after being deposited with a courier service; or (c) ten (10) business days after being mailed by regular US Mail, Return Receipt Requested. In each case, notice shall be addressed to the notified party at its address set forth in Section 1 above, provided, however, that either party may change its address for notice by delivering notice of such change to the other party in accordance with the foregoing, which change of address shall be effective five (5) days after such notice is received. Notices to the Tenant shall be sent to the attention of its General Counsel. 13.3 Severability Clause. If any provision of this Lease shall be found to be void or unenforceable under the laws of any jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this Lease or the

13.1 Assignment and Subletting. Tenant shall not assign this Lease nor any estate or interest therein, nor sublet or license the whole or any part of the Premises (all of which are herein referred to as "transfer"), except to a wholly owned subsidiary or affiliate of Tenant, without the express written consent of Landlord, which consent shall not unreasonably be withheld or delayed. Tenant may transfer its interest to any wholly owned corporation or affiliate without such consent, provided that in each case Tenant shall give notice of such transfer to Landlord. For purposes hereof, "affiliate" shall include any corporation, partnership or other entity controlled by, under common control with, or controlling Tenant, control for purposes hereof being direct or indirect control over fifty per cent (50%) or more of the voting interests of such entity. Except as hereinafter provided, no such transfer shall relieve Tenant of its obligations hereunder. In the event that Tenant assigns this Lease to a corporation or entity having the same or greater net worth than Tenant, then, in such event, Tenant shall be relieved of its obligations hereunder. Any such assignee or subtenant of Tenant shall assume Tenant's obligations hereunder and deliver to Landlord an assumption agreement in form satisfactory to Landlord prior to occupancy of the Premises by such assignee. Any consent of Landlord required by this paragraph shall not be unreasonably withheld or delayed. 13.2 Notice. All notices, consents, approvals, accounting statements and other communications hereunder shall be in writing and in English and shall be considered given: (a) upon personal delivery or delivery by telecopier (with confirmation of telecopier receipt by receiver); (b) three (3) business days after being deposited with a courier service; or (c) ten (10) business days after being mailed by regular US Mail, Return Receipt Requested. In each case, notice shall be addressed to the notified party at its address set forth in Section 1 above, provided, however, that either party may change its address for notice by delivering notice of such change to the other party in accordance with the foregoing, which change of address shall be effective five (5) days after such notice is received. Notices to the Tenant shall be sent to the attention of its General Counsel. 13.3 Severability Clause. If any provision of this Lease shall be found to be void or unenforceable under the laws of any jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this Lease or the interpretation of this Lease under the laws of any jurisdiction. Such void or unenforceable provision shall be reformed so that it is valid and enforceable to the fullest extent possible by law.

13.4 Captions. The captions contained herein are for convenience and reference only and shall not be deemed as part of this Lease or construed as in any manner limiting or amplifying the terms and provisions of this Lease to which they relate. 13.5 Submission of Lease. The submission or acceptance of this Lease for examination does not constitute an offer or acceptance to lease, and this Lease becomes effective only upon execution thereof by Landlord and Tenant. 13.6 Entire and Binding Agreement. This Lease contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements, leases, understandings, or commitments made by the parties with respect thereto specifically including, but not limited to that certain lease for a portion of the Premises and dated July 22, 1992. The terms, covenants and conditions contained herein shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns, except as may be otherwise expressly provided in this Lease. All rights of Landlord and Tenant under the various provisions hereof shall be cumulative. 13.7 No Broker. Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, costs or damages by any person or firm claiming to have negotiated, instituted or brought about the Lease on behalf of Landlord. 13.8 Counterparts. This Lease may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute one and the same instrument. 13.9 Deductions. Whenever Tenant may deduct costs from rent pursuant to any section of the Lease, such costs may be deducted from the next accruing rent payment(s) due under the Lease. 13.10 Governing Law. This Lease is made under, and shall be governed by and construed in accordance with,

13.4 Captions. The captions contained herein are for convenience and reference only and shall not be deemed as part of this Lease or construed as in any manner limiting or amplifying the terms and provisions of this Lease to which they relate. 13.5 Submission of Lease. The submission or acceptance of this Lease for examination does not constitute an offer or acceptance to lease, and this Lease becomes effective only upon execution thereof by Landlord and Tenant. 13.6 Entire and Binding Agreement. This Lease contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements, leases, understandings, or commitments made by the parties with respect thereto specifically including, but not limited to that certain lease for a portion of the Premises and dated July 22, 1992. The terms, covenants and conditions contained herein shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns, except as may be otherwise expressly provided in this Lease. All rights of Landlord and Tenant under the various provisions hereof shall be cumulative. 13.7 No Broker. Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, costs or damages by any person or firm claiming to have negotiated, instituted or brought about the Lease on behalf of Landlord. 13.8 Counterparts. This Lease may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute one and the same instrument. 13.9 Deductions. Whenever Tenant may deduct costs from rent pursuant to any section of the Lease, such costs may be deducted from the next accruing rent payment(s) due under the Lease. 13.10 Governing Law. This Lease is made under, and shall be governed by and construed in accordance with, the laws of the State of North Carolina. 13.11 Survival of Warranties. The representations, covenants, warranties and indemnities, of each of the parties, contained in the Lease shall survive the expiration or earlier termination of the Lease. 14. Validity, Interpretation And Arbitration

14.1 Any dispute not amicably settled between the parties concerning this Agreement, in particular as to its existence, validity, interpretation, performance or non-performance, whether arising before or after the expiration, cancellation or termination of this Agreement, will be settled by arbitration. 14.2 In the event that either party shall request that such arbitration be conducted, the following shall apply: 14.2.1 The seat of arbitration shall be Charlotte, North Carolina, United States of America, and conducted in accordance with the rules of the American Arbitration Association as effective on the date of filing any request for arbitration. 14.2.2 All proceedings shall be conducted in the English language. 14.2.3 The party desiring arbitration shall give written notice to that effect to the other party and shall, in such notice, appoint a disinterested person of recognized competence in the field, involved as arbitrator on its behalf. 14.2.4 Within fifteen (15) days after receipt thereof, the other party shall, by written notice of the original party, appoint a second disinterested person of recognized competence in such fields, as arbitrator on its behalf. 14.2.5 The arbitrators thus appointed shall appoint a third disinterested person of recognized competence in such field, and such three arbitrators shall, as promptly as possible, determine such matter, provided however, that:

14.1 Any dispute not amicably settled between the parties concerning this Agreement, in particular as to its existence, validity, interpretation, performance or non-performance, whether arising before or after the expiration, cancellation or termination of this Agreement, will be settled by arbitration. 14.2 In the event that either party shall request that such arbitration be conducted, the following shall apply: 14.2.1 The seat of arbitration shall be Charlotte, North Carolina, United States of America, and conducted in accordance with the rules of the American Arbitration Association as effective on the date of filing any request for arbitration. 14.2.2 All proceedings shall be conducted in the English language. 14.2.3 The party desiring arbitration shall give written notice to that effect to the other party and shall, in such notice, appoint a disinterested person of recognized competence in the field, involved as arbitrator on its behalf. 14.2.4 Within fifteen (15) days after receipt thereof, the other party shall, by written notice of the original party, appoint a second disinterested person of recognized competence in such fields, as arbitrator on its behalf. 14.2.5 The arbitrators thus appointed shall appoint a third disinterested person of recognized competence in such field, and such three arbitrators shall, as promptly as possible, determine such matter, provided however, that: 14.2.5.1 If the second arbitrator shall not be appointed as aforesaid, the first arbitrator shall proceed to determine such matters; and 14.2.5.2 If the two arbitrators are so appointed, but should be unable or fail, within fifteen (15) days of the second arbitrator's appointment, to so appoint the third arbitrator, the two arbitrators, on behalf of the parties, shall give notice of such inability or failure to the parties and shall submit a formal request to the then President of the Association of the Bar of Charlotte, North Carolina (or any organization successor thereto). 14.2.5.3 The parties hereto each shall be entitled to present evidence and argument to the arbitrators. 14.2.6 The determination of the majority of the arbitrators, or of the sole arbitrator, as the case may be, shall be conclusive

and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof, provided, however, that the arbitrator(s) shall give written notice to the parties stating the determination. Such notice shall be signed by each arbitrator. 14.2.7 If any such dispute shall involve a determination of value or of a fixed amount of money and if there shall be no determination thereof by a majority of the arbitrators, then either party hereto shall be entitled to seek a judicial determination of the matter in a court of competent jurisdiction. 14.2.8 Each of the parties hereto irrevocably submits itself to the jurisdiction of any court having jurisdiction over the party for the enforcement of any final decision of arbitration referred to above. 14.2.9 Each party shall pay the fees and expenses of the arbitrator appointed by such party and one-half of the reasonable fees and expenses of the third arbitrator, if any. The non-prevailing party shall be obligated to pay the reasonable attorneys' fees, if any, of the prevailing party within 120 days of its receipt of the prevailing party's documented invoice for same. 14.2.10 If any such dispute shall involve a question of payment of money, the intended or implied payor of such moneys shall deposit an amount equal thereto into a bank savings account, in escrow for the benefit of both parties. Any interest paid thereon shall be distributed in accordance with the issue determination as made herein. 15. Environmental Matters

and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof, provided, however, that the arbitrator(s) shall give written notice to the parties stating the determination. Such notice shall be signed by each arbitrator. 14.2.7 If any such dispute shall involve a determination of value or of a fixed amount of money and if there shall be no determination thereof by a majority of the arbitrators, then either party hereto shall be entitled to seek a judicial determination of the matter in a court of competent jurisdiction. 14.2.8 Each of the parties hereto irrevocably submits itself to the jurisdiction of any court having jurisdiction over the party for the enforcement of any final decision of arbitration referred to above. 14.2.9 Each party shall pay the fees and expenses of the arbitrator appointed by such party and one-half of the reasonable fees and expenses of the third arbitrator, if any. The non-prevailing party shall be obligated to pay the reasonable attorneys' fees, if any, of the prevailing party within 120 days of its receipt of the prevailing party's documented invoice for same. 14.2.10 If any such dispute shall involve a question of payment of money, the intended or implied payor of such moneys shall deposit an amount equal thereto into a bank savings account, in escrow for the benefit of both parties. Any interest paid thereon shall be distributed in accordance with the issue determination as made herein. 15. Environmental Matters 15.1 Except for that which may have been specifically caused, created or committed by the Tenant during its prior tenancy of a portion of the Premises (7/22/92 through to the date of this Lease), Landlord represents and warrants to Tenant as follows: 15.1.1 The Premises do not presently contain and are free from all hazardous waste and hazardous materials, toxic and non-toxic pollutants and contaminates. For purposes of this Lease, the terms "Hazardous Waste" and "Hazardous Materials" are defined by cumulative reference to the following sources as amended from time to time: (a) the Resource Conservation Recovery Act of 1976, 42 U.S.C. ##691 et seq. (RCRA); (b) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ##601 et seq. (CERCLA); (c) Superfund Amendments and Re-authorization Act of 1986, 42 U.S.C. ##6901 et seq. (SARA, amending CERCLA); (d) regulations of the Environmental Protection

Agency (EPA), as codified in 40 C.F.R. Parts 260-265 and Parts 122-124 and any other regulations promulgated by the EPA from time to time; (e) applicable laws of the state in which the Premises are located governing environmental matters, including without limitation, oil and petroleum products; and (f) any federal, state or local regulations, rules or orders issued or promulgated under or pursuant to any of the foregoing or otherwise by any department, agency or other administrative, regulatory or judicial body. 15.1.2 The Premises and the Building are not (as of the date of the execution of this Lease) and have not been a site for the use, generation, manufacture, storage, disposal or transportation of any Hazardous Waste or Hazardous Materials. 15.1.3 Landlord has not received, and is not aware of, any notification from any federal, state, county, municipal or other governmental authority relating to the presence of Hazardous Waste or Hazardous Materials in or near the Premises or the Building. 15.2 Landlord shall upon demand indemnify, defend (with counsel acceptable to Tenant) and hold Tenant harmless from and against any and all liability arising from any and all claims, demands, losses, damages, litigation, recoveries or governmental action involving any of the following: 15.2.1 Any breach of the representations and warranties contained in this Section; 15.2.2 The presence or suspected presence of Hazardous Waste or Hazardous Materials in or about the Premises or the Building, unless its presence is due solely to the acts of Tenant; and

Agency (EPA), as codified in 40 C.F.R. Parts 260-265 and Parts 122-124 and any other regulations promulgated by the EPA from time to time; (e) applicable laws of the state in which the Premises are located governing environmental matters, including without limitation, oil and petroleum products; and (f) any federal, state or local regulations, rules or orders issued or promulgated under or pursuant to any of the foregoing or otherwise by any department, agency or other administrative, regulatory or judicial body. 15.1.2 The Premises and the Building are not (as of the date of the execution of this Lease) and have not been a site for the use, generation, manufacture, storage, disposal or transportation of any Hazardous Waste or Hazardous Materials. 15.1.3 Landlord has not received, and is not aware of, any notification from any federal, state, county, municipal or other governmental authority relating to the presence of Hazardous Waste or Hazardous Materials in or near the Premises or the Building. 15.2 Landlord shall upon demand indemnify, defend (with counsel acceptable to Tenant) and hold Tenant harmless from and against any and all liability arising from any and all claims, demands, losses, damages, litigation, recoveries or governmental action involving any of the following: 15.2.1 Any breach of the representations and warranties contained in this Section; 15.2.2 The presence or suspected presence of Hazardous Waste or Hazardous Materials in or about the Premises or the Building, unless its presence is due solely to the acts of Tenant; and 15.2.3 The migration of Hazardous Waste or Hazardous Materials from the Premises or the Building to any other property, unless caused solely by the acts of Tenant. 15.2.4 Interruption, disruption or cessation of Tenant's business on the Premises arising from Landlord's breach of any of the representations and warranties contained in this Section. Without limiting the generality of the foregoing, this indemnification shall specifically cover fines, penalties, sums paid in settlement of any claims or litigation, damages sustained by the Tenant (including lost profits), reasonable attorney's fees, reasonable payments to consultants and experts (to be acceptable to the Tenant) and costs for investigation, clean up, or restoration. The indemnity set forth in this Section

15.2. shall survive termination of the Lease. IN WITNESS WHEREOF, the Landlord and the Tenant have duly executed this Lease as of the day and year first above written, each acknowledging receipt of an executed copy hereof. (Tenant) The Timberland Company
By: Name: /s/ Fred Conti Fred Conti

Title: Vice President - Finance

(Landlord) Watauga Committee of 100, Inc. (corporate seal)
By: /s/ Paul J. Smith Attest:

Name: Paul J. Smith

15.2. shall survive termination of the Lease. IN WITNESS WHEREOF, the Landlord and the Tenant have duly executed this Lease as of the day and year first above written, each acknowledging receipt of an executed copy hereof. (Tenant) The Timberland Company
By: Name: /s/ Fred Conti Fred Conti

Title: Vice President - Finance

(Landlord) Watauga Committee of 100, Inc. (corporate seal)
By: /s/ Paul J. Smith Attest: By: /s/ Rachel Rivers-Coffey Name: Rachel Rivers-Coffey Title: Secretary

Name: Paul J. Smith Title: President

STATE OF NEW HAMPSHIRE : COUNTY OF ROCKINGHAM : The foregoing instrument was acknowledged before me this 15th day of March, 1993 by Fred Conti, the duly authorized Vice President - Finance of The Timberland Company, a Delaware corporation, on behalf of the corporation. Notary Public/Justice of the Peace STATE OF NORTH CAROLINA : COUNTY OF WATAUGA I, the undersigned authority, certify that Paul J. Smith personally came before me this day and acknowledged that he (he/she) is the Rachel Rivers-Coffee Secretary of WATAUGA COMMITTEE OF 100, INC., LANDLORD, a corporation organized and existing under the laws of the state of North Carolina, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its _______________ President, sealed with its corporate seal and attested by ____________ (him/her) as its _______________ Secretary. GIVEN UNDER MY HAND AND SEAL OF OFFICE, This 3rd day of March, 1993.
/s/ SUE HARTLEY --------------Notary Public

My Commission Expires: June 25, 1995

Exhibit 10.9(p) LEASE

Exhibit 10.9(p) LEASE THIS INSTRUMENT IS A LEASE, dated as of March 31, 1993 in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the "Building") known and numbered as 100 Fordham Road, Wilmington, MA. The parties to this instrument hereby agree with each other as follows: ARTICLE I BASIC LEASE PROVISIONS 1.1 INTRODUCTION. The following terms and provisions set forth basic data and, where appropriate, constitute definitions of the terms hereinafter listed: 1.2 BASIC DATA. Landlord: Talbot Operations, Inc.
Landlord's Original Address: c/o Leggat McCall Properties Management, Inc. Ten Post Office Square Boston, MA 02110 Tenant: The Timberland Company, a Delaware corporation 11 Merrill Industrial Drive, P.O. Box 5050

Tenant's Original Address: Hampton, NH 03842-5050

Guarantor: N/A Basic Rent: The sum of $408,648.00 ($3.00) per square foot of Premises Rentable Area) per annum. Premises Rentable Area: Approximately 136,216 rentable square feet (133,803 useable square feet) located on the 1st floor of the Building. Permitted Uses: Warehouse. Escalation Factor: 44.88%, as computed in accordance with the Escalation Factor Computation. Building Escalation Factor: 66.93% as computed in accordance with the Building Escalation Factor Computation.

Initial Term: Two (2) years and one full calendar month commencing on the Commencement Date and expiring at the close of the day on April 30, 1995. Security Deposit: Intentionally Omitted. 1.3 ADDITIONAL DEFINITIONS. Manager: Leggat McCall Properties Management, Inc. Property Rentable Area: 303,509 rentable square feet. Building Rentable Area: 203,509 rentable square feet. Business Days: All days except Saturday, Sunday, New Year's Day, Washington's Birthday, Patriot's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas

Initial Term: Two (2) years and one full calendar month commencing on the Commencement Date and expiring at the close of the day on April 30, 1995. Security Deposit: Intentionally Omitted. 1.3 ADDITIONAL DEFINITIONS. Manager: Leggat McCall Properties Management, Inc. Property Rentable Area: 303,509 rentable square feet. Building Rentable Area: 203,509 rentable square feet. Business Days: All days except Saturday, Sunday, New Year's Day, Washington's Birthday, Patriot's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas Day (and the following day when any such day occurs on Sunday). Commencement Date: As defined in Section 4.1. Default of Tenant: As defined in Section 13.1. Escalation Charges: The amounts prescribed in Sections 8.1 and 9.2. Escalation Factor Computation: Premises Rentable Area divided by the Property Rentable Area. Building Escalation Factor Computation: Premises Rentable Area divided by the Building Rentable Area. Force Majeure: Collectively and individually, strike or other labor trouble, fire or other casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of, or inability to obtain, fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord's reasonable control. Initial Public Liability Insurance: $1,000,000 per person; $3,000,000 per occurrence (combined single limit) for property damage, bodily injury or death. Operating Expenses: As set forth in Section 9. 1. Operating Year: As defined in Section 9.1.

Premises: A portion of the Building as shown on Exhibit A annexed hereto. Property: The Buildings known as and numbered 100-110 Fordham Road (including all buildings, including the Building located at such address) Wilmington, MA together with the land parcels upon which such Buildings are located.. Tax Year: As defined in Section 8.1. Taxes: As determined in accordance with Section 8. 1. Tenants Removable Property: As defined in Section 5.2. Term of this Lease: The Initial Term and any extension thereof in accordance with the provisions hereof. Utility Expenses: As defined in Section 9.1. Exhibits: The following Exhibits are annexed to this Lease and incorporated herein by this reference:

Premises: A portion of the Building as shown on Exhibit A annexed hereto. Property: The Buildings known as and numbered 100-110 Fordham Road (including all buildings, including the Building located at such address) Wilmington, MA together with the land parcels upon which such Buildings are located.. Tax Year: As defined in Section 8.1. Taxes: As determined in accordance with Section 8. 1. Tenants Removable Property: As defined in Section 5.2. Term of this Lease: The Initial Term and any extension thereof in accordance with the provisions hereof. Utility Expenses: As defined in Section 9.1. Exhibits: The following Exhibits are annexed to this Lease and incorporated herein by this reference:
Exhibit Exhibit Exhibit Exhibit Exhibit A B C D E Plan showing Premises Intentionally Omitted Intentionally Omitted Intentionally Omitted Operating Expenses

ARTICLE II PREMISES AND APPURTENANT RIGHTS. 2.1 LEASE OF PREMISES. Landlord hereby demises and leases to Tenant for the Term of this Lease and upon the terms and conditions hereinafter set forth, and Tenant hereby accepts from Landlord, the Premises. 2.2 APPURTENANT RIGHTS AND RESERVATIONS. (a) Tenant shall have, as appurtenant to the Premises (i) the non-exclusive right to use, and permit its invitees to use in common with others, public or common lobbies, hallways, stairways and elevators and common walkways and driveways necessary for access to the Building, and if the portion of the Premises on any floor includes less than the entire floor, the common toilets, corridors and elevator lobby of such floor and (ii) the exclusive right and easement to use all existing loading docks adjacent to the Premises; but Tenant shall have no other appurtenant rights and all such rights shall always be subject to reasonable rules and regulations from time to time established by Landlord pursuant to Section 14.7 and to the right of Landlord to

designate and change from time to time areas and facilities so to be used. (b) Excepted and excluded from the Premises are the ceiling, floor, perimeter walls and exterior windows, except the inner surfaces thereof, but the entry doors (and related glass and finish work) to the Premises are a part thereof; and Tenant agrees that Landlord shall have the right to place in the Premises (but in such manner as to reduce to a minimum interference with Tenant's use of the Premises) interior storm windows, subcontrol devices (by way of illustration, an electric sub panel, etc.), utility lines, pipes, equipment and the like, in, over and upon the Premises. Tenant shall install and maintain, as Landlord may require, proper access panels in any hung ceilings or walls as may be installed by Tenant in the Premises to afford access to any facilities above the ceiling or within or behind the walls. (c) It is agreed and understood that the 3,212 square foot mechanical room and the 585 square foot supervisors office immediately adjacent to the Premises are expressly excluded from the Premises and Landlord expressly reserves the right to use and access to such spaces at all times. ARTICLE III

designate and change from time to time areas and facilities so to be used. (b) Excepted and excluded from the Premises are the ceiling, floor, perimeter walls and exterior windows, except the inner surfaces thereof, but the entry doors (and related glass and finish work) to the Premises are a part thereof; and Tenant agrees that Landlord shall have the right to place in the Premises (but in such manner as to reduce to a minimum interference with Tenant's use of the Premises) interior storm windows, subcontrol devices (by way of illustration, an electric sub panel, etc.), utility lines, pipes, equipment and the like, in, over and upon the Premises. Tenant shall install and maintain, as Landlord may require, proper access panels in any hung ceilings or walls as may be installed by Tenant in the Premises to afford access to any facilities above the ceiling or within or behind the walls. (c) It is agreed and understood that the 3,212 square foot mechanical room and the 585 square foot supervisors office immediately adjacent to the Premises are expressly excluded from the Premises and Landlord expressly reserves the right to use and access to such spaces at all times. ARTICLE III BASIC RENT 3.1 PAYMENT. (a) Tenant agrees to pay to Landlord, or as directed by Landlord, commencing on the Commencement Date without offset, abatement (except as provided in Article 12.1), deduction or demand, the Basic Rent. Such Basic Rent shall be payable in equal monthly installments, in advance, on the first day of each and every calendar month during the Term of this Lease, at Landlord's Original Address, or at such other place as Landlord shall from time to time designate by notice to Tenant, in lawful money of the United States. Until notice of some other designation is given, Basic Rent and all other charges for which provision is herein made shall be paid by remittance payable to the Manager and addressed to the Manager, Agent for 100 Fordham Road, ITF: Talbot Operations, P.O. Box 1088, Boston, MA 02103-1088 and all remittances so received as aforesaid, or by any subsequently designated recipient, shall be treated as a payment to Landlord. In the event that any installment of Basic Rent is not paid within 5 days after the due date thereof, Tenant shall pay, in addition to any Escalation Charges or other additional charges due under this Lease, at Landlord's request an administrative fee equal to 5% of the overdue payment.

(b) Basic Rent for any partial month shall be pro-rated on a daily basis, and if the first day on which Tenant must pay Basic Rent shall be other than the first day of a calendar month, the first payment which Tenant shall make to Landlord shall be equal to a proportionate part of the monthly installment of Basic Rent for the partial month from the first day on which Tenant must pay Basic Rent to the last day of the month in which such day occurs, plus the installment of Basic Rent for the succeeding calendar month. (c) Notwithstanding the provisions of Sections 3.1(a) and 3.1(b) above to the contrary, Basic Rent payable by Tenant for the calendar month of April, 1993 shall be in the amount of $26,859.67. ARTICLE IV COMMENCEMENT AND CONDITION 4.1 COMMENCEMENT DATE. (a) The Commencement Date shall be April 1, 1993. (b) From and after the date of execution of this Lease by both the Landlord and the Tenant, Tenant shall be permitted to enter the Premises in order to install racking and to prepare the Premises to receive product notwithstanding that the Commencement Date may not have yet occurred. From and after the date of such entry by Tenant, Tenant shall be bound by all of the terms, covenants and agreements contained in the Lease except that Tenant shall not be obligated to pay Basic Rent or Escalation Charges until the occurrence of the Commencement Date. 4.2 CONDITION OF THE PREMISES. Tenant hereby agrees to accept the Premises on the Commencement

(b) Basic Rent for any partial month shall be pro-rated on a daily basis, and if the first day on which Tenant must pay Basic Rent shall be other than the first day of a calendar month, the first payment which Tenant shall make to Landlord shall be equal to a proportionate part of the monthly installment of Basic Rent for the partial month from the first day on which Tenant must pay Basic Rent to the last day of the month in which such day occurs, plus the installment of Basic Rent for the succeeding calendar month. (c) Notwithstanding the provisions of Sections 3.1(a) and 3.1(b) above to the contrary, Basic Rent payable by Tenant for the calendar month of April, 1993 shall be in the amount of $26,859.67. ARTICLE IV COMMENCEMENT AND CONDITION 4.1 COMMENCEMENT DATE. (a) The Commencement Date shall be April 1, 1993. (b) From and after the date of execution of this Lease by both the Landlord and the Tenant, Tenant shall be permitted to enter the Premises in order to install racking and to prepare the Premises to receive product notwithstanding that the Commencement Date may not have yet occurred. From and after the date of such entry by Tenant, Tenant shall be bound by all of the terms, covenants and agreements contained in the Lease except that Tenant shall not be obligated to pay Basic Rent or Escalation Charges until the occurrence of the Commencement Date. 4.2 CONDITION OF THE PREMISES. Tenant hereby agrees to accept the Premises on the Commencement Date in its "As Is" condition as of the date of this Lease, without representation or warranty by Landlord (except as otherwise expressly set forth in this Lease) of any kind. It is agreed and understood that Landlord shall have no obligation to make or pay for any improvements to the Premises or the Building in order to prepare same for Tenant's use and occupancy except for the performance of the Landlord's Work (as hereinafter defined) and the payment of the Light Allowance (as hereafter defined) as provided in Section 4.4. 4.3 LANDLORD'S WORK. Landlord hereby agrees, at its sole cost and expense, to perform the Landlord's Work (as hereafter defined). Upon execution and delivery of the this Lease,

Landlord shall use good faith efforts to commence and thereafter diligently pursue Landlord's Work to completion. Tenant hereby acknowledges and has agreed to accept the Premises with existing leaky roof conditions and hereby releases Landlord from any and all claims, losses, costs or damages sustained or incurred by Tenant as a result of any damage to Tenant's Removable Property or any other property located within the Premises as a result of roof leaks. Tenant hereby agrees to use its best efforts to locate its personal property and product in portions of the Premises so as to avoid damage to its personal property and Tenant's Removable Property resulting from the existing leaky roof conditions. Failure of the Landlord to complete Landlord's Work on or before the Commencement Date shall not delay the Commencement Date nor shall such failure affect the validity of this Lease or make Landlord liable to Tenant in any respect. As used herein, the term "Landlord's Work" shall mean the following roof repair work: a) remove all loose gravel; b) remove approximately 9,000 square feet of the existing roof system; c) fill areas affected by removal described in (b) with 1" thick fiber board d) mechanically fasten 1/2" fiberboard over the entire roof area; e) install new membrane over entire roof; f) repair or replace drains or flashing as necessary. As and to the extent that Landlord's Work involves the disturbance or removal of asbestos containing materials

Landlord shall use good faith efforts to commence and thereafter diligently pursue Landlord's Work to completion. Tenant hereby acknowledges and has agreed to accept the Premises with existing leaky roof conditions and hereby releases Landlord from any and all claims, losses, costs or damages sustained or incurred by Tenant as a result of any damage to Tenant's Removable Property or any other property located within the Premises as a result of roof leaks. Tenant hereby agrees to use its best efforts to locate its personal property and product in portions of the Premises so as to avoid damage to its personal property and Tenant's Removable Property resulting from the existing leaky roof conditions. Failure of the Landlord to complete Landlord's Work on or before the Commencement Date shall not delay the Commencement Date nor shall such failure affect the validity of this Lease or make Landlord liable to Tenant in any respect. As used herein, the term "Landlord's Work" shall mean the following roof repair work: a) remove all loose gravel; b) remove approximately 9,000 square feet of the existing roof system; c) fill areas affected by removal described in (b) with 1" thick fiber board d) mechanically fasten 1/2" fiberboard over the entire roof area; e) install new membrane over entire roof; f) repair or replace drains or flashing as necessary. As and to the extent that Landlord's Work involves the disturbance or removal of asbestos containing materials (ACM), such ACM shall be removed and disposed of by Landlord in accordance with applicable state and federal laws. 4.4 Tenant has advised Landlord that it intends to install new lamps throughout the entire Premises. Subject to the terms and conditions hereinafter set forth, Landlord shall provide Tenant with an allowance (the "Light Allowance") in an amount not to exceed $3,000.00 to be applied by Tenant against the cost of installing new lamps throughout the entire Premises. Landlord's obligation to fund the Light Allowance shall be conditioned upon (i) Tenant not being in default in the performance or observance of any term, covenant, provision or condition contained in this Lease to be performed or observed by the Tenant (ii) the fact that all such amounts shall be applied toward the cost and expense of providing and installing new lamps throughout the

Premises as a portion of Tenant's agreement to install new lighting throughout the entire Premises and (iii) the fact that Landlord shall retain any unused portion of the Light Allowance not used by Tenant for the purposes stated herein. Disbursements of the Light Allowance by Landlord shall be made to Tenant upon submission of paid invoices for lamps installed in the Premises by Tenant and Tenant's certification that such new lamps have been installed throughout the Premises in accordance with the terms of this Lease. Tenant hereby agrees to pay any costs associated with installing new lamps throughout the Premises in excess of the Light Allowance. ARTICLE V USE OF PREMISES 5.1 PERMITTED USE. (a) Tenant agrees that the Premises shall be used and occupied by Tenant only for Permitted Uses. (b) Tenant agrees to conform to the following provisions during the Term of this Lease: (i) Tenant shall cause all freight to be delivered to or removed from the Building, the Property and the Premises in accordance with reasonable rules and regulations established by Landlord therefor; (ii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building or the Property outside the Premises, any signs,

Premises as a portion of Tenant's agreement to install new lighting throughout the entire Premises and (iii) the fact that Landlord shall retain any unused portion of the Light Allowance not used by Tenant for the purposes stated herein. Disbursements of the Light Allowance by Landlord shall be made to Tenant upon submission of paid invoices for lamps installed in the Premises by Tenant and Tenant's certification that such new lamps have been installed throughout the Premises in accordance with the terms of this Lease. Tenant hereby agrees to pay any costs associated with installing new lamps throughout the Premises in excess of the Light Allowance. ARTICLE V USE OF PREMISES 5.1 PERMITTED USE. (a) Tenant agrees that the Premises shall be used and occupied by Tenant only for Permitted Uses. (b) Tenant agrees to conform to the following provisions during the Term of this Lease: (i) Tenant shall cause all freight to be delivered to or removed from the Building, the Property and the Premises in accordance with reasonable rules and regulations established by Landlord therefor; (ii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building or the Property outside the Premises, any signs, symbol, advertisements or the like visible to public view outside of the Premises. Landlord will not unreasonably withhold consent for signs or lettering on the entry doors to the Premises provided such signs conform to building standards adopted by Landlord and Tenant has submitted a sketch of the sign to be placed on such entry doors. (iii) Tenant shall not perform any act or carry on any practice which may injure the Premises, or any other part of the Building or the Property, or cause offensive odors or loud noise or constitute a nuisance or menace to any other tenant or tenants or other persons in the Building; (iv) Tenant shall, in its use of the Premises, comply with the requirements of all applicable governmental laws, rules and regulations; and

(v) Tenant shall continuously throughout the Term of this Lease occupy the Premises for the Permitted Uses and for no other purposes. 5.2 INSTALLATION AND ALTERATIONS BY TENANT. (a) Tenant shall make no alterations, additions (including, for the purposes hereof, wall-to-wall carpeting), or improvements in or to the Premises without Landlord's prior written consent. Any such alterations, additions or improvements shall (i) be in accordance with complete plans and specifications prepared by Tenant and approved in advance by Landlord; (ii) be performed in a good and workmanlike manner and in compliance with all applicable laws; (iii) be performed and completed in the manner required in Section 5.2(d) hereof; (iv) be made at Tenant's sole expense and at such times as Landlord may from time to time designate; and (v) become a part of the Premises and the property of Landlord. (b) All articles of personal property and all business fixtures, machinery and equipment and furniture owned or installed by Tenant solely at its expense in the Premises ("Tenant's Removable Property") shall remain the property of Tenant and may be removed by Tenant at any time prior to the expiration of this Lease, provided that Tenant, at its expense, shall repair any damage to the Building caused by such removal. (c) Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises. Whenever and as often as Tenant shall have knowledge (whether such knowledge is provided by Landlord or by any other party or in any manner) that any mechanic's lien shall have been filed against the Premises based upon any act or interest of Tenant or of anyone claiming through Tenant, Tenant shall forthwith take such actions by bonding, deposit or payment as will remove or satisfy the lien.

(v) Tenant shall continuously throughout the Term of this Lease occupy the Premises for the Permitted Uses and for no other purposes. 5.2 INSTALLATION AND ALTERATIONS BY TENANT. (a) Tenant shall make no alterations, additions (including, for the purposes hereof, wall-to-wall carpeting), or improvements in or to the Premises without Landlord's prior written consent. Any such alterations, additions or improvements shall (i) be in accordance with complete plans and specifications prepared by Tenant and approved in advance by Landlord; (ii) be performed in a good and workmanlike manner and in compliance with all applicable laws; (iii) be performed and completed in the manner required in Section 5.2(d) hereof; (iv) be made at Tenant's sole expense and at such times as Landlord may from time to time designate; and (v) become a part of the Premises and the property of Landlord. (b) All articles of personal property and all business fixtures, machinery and equipment and furniture owned or installed by Tenant solely at its expense in the Premises ("Tenant's Removable Property") shall remain the property of Tenant and may be removed by Tenant at any time prior to the expiration of this Lease, provided that Tenant, at its expense, shall repair any damage to the Building caused by such removal. (c) Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises. Whenever and as often as Tenant shall have knowledge (whether such knowledge is provided by Landlord or by any other party or in any manner) that any mechanic's lien shall have been filed against the Premises based upon any act or interest of Tenant or of anyone claiming through Tenant, Tenant shall forthwith take such actions by bonding, deposit or payment as will remove or satisfy the lien. (d) All of the Tenant's alterations, additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not damage the Property or interfere with Building construction or operation and, except for installation of furnishings, shall be performed by Landlord's general contractor or, at Landlord's election, provided that the cost of such work is less than $10,000.00, by contractors or workmen first approved by Landlord. Installation and moving of furnishings, equipment and the like shall be performed only with labor compatible with that being employed by Landlord for work in or to the Building and not to employ or permit the use of any

labor or otherwise take any action which might result in a labor dispute involving personnel providing services in the Building. Except for work by Landlord's general contractor, Tenant before its work is started shall: secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them; and cause each contractor to carry workmen's compensation insurance in statutory amounts covering all the contractor's and subcontractor's employees and comprehensive public liability insurance and property damage insurance with such limits as Landlord may reasonably require but in no event less than a combined single limit of Two Million and No/100ths ($2,000,000.00) Dollars (all such insurance to be written in companies approved by Landlord and insuring Landlord and Tenant as well as the contractors), and to deliver to Landlord certificates of all such insurance. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Property and immediately (upon Tenant having knowledge of same regardless of how Tenant shall obtain such knowledge) to discharge any such liens which may so attach and, at the request of Landlord to deliver to Landlord security satisfactory to Landlord against liens arising out of the furnishing of such labor and material. Upon completion of any work done on the Premises by Tenant, its agents, employees, or independent contractors, Tenant shall promptly deliver to Landlord attested copies (or to the extent required by Landlord) originals of lien releases and waivers executed by each contractor, subcontractor, supplier, materialmen, architect, engineer or other party which furnished labor, materials or other services in connection with such work and pursuant to which all liens, claims and other rights of such party with respect to labor, material or services furnished in connection with such work are unconditionally released and waived. Tenant shall pay within thirty (30) days after being billed therefor by Landlord, as an

labor or otherwise take any action which might result in a labor dispute involving personnel providing services in the Building. Except for work by Landlord's general contractor, Tenant before its work is started shall: secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them; and cause each contractor to carry workmen's compensation insurance in statutory amounts covering all the contractor's and subcontractor's employees and comprehensive public liability insurance and property damage insurance with such limits as Landlord may reasonably require but in no event less than a combined single limit of Two Million and No/100ths ($2,000,000.00) Dollars (all such insurance to be written in companies approved by Landlord and insuring Landlord and Tenant as well as the contractors), and to deliver to Landlord certificates of all such insurance. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Property and immediately (upon Tenant having knowledge of same regardless of how Tenant shall obtain such knowledge) to discharge any such liens which may so attach and, at the request of Landlord to deliver to Landlord security satisfactory to Landlord against liens arising out of the furnishing of such labor and material. Upon completion of any work done on the Premises by Tenant, its agents, employees, or independent contractors, Tenant shall promptly deliver to Landlord attested copies (or to the extent required by Landlord) originals of lien releases and waivers executed by each contractor, subcontractor, supplier, materialmen, architect, engineer or other party which furnished labor, materials or other services in connection with such work and pursuant to which all liens, claims and other rights of such party with respect to labor, material or services furnished in connection with such work are unconditionally released and waived. Tenant shall pay within thirty (30) days after being billed therefor by Landlord, as an additional charge hereunder, one hundred percent (100%) of any increase in real estate taxes on the Property not otherwise billed to Tenant which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by or on behalf of Tenant (including Tenant's original installation and Tenant's subsequent alterations, additions, substitutions and improvements), whether done prior to or after the commencement of the Term of this Lease. In any case where Landlord shall require that work or improvements to be made by Tenant in the Premises be performed by contractors or workmen designated by Landlord, Landlord shall obtain three competitive bids from reputable contractors selected

by Landlord for such work and shall consult with Tenant as to the selection of the contractor performing such work. In any and all events, Tenant shall have the right to designate the contractor to be used from the three bids so obtained. ARTICLE VI ASSIGNMENT AND SUBLETTING 6.1 PROHIBITION. (a) Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting. (b) The provisions of paragraph (a) of this Section 6.1 shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such transaction, and (iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment or subletting.

by Landlord for such work and shall consult with Tenant as to the selection of the contractor performing such work. In any and all events, Tenant shall have the right to designate the contractor to be used from the three bids so obtained. ARTICLE VI ASSIGNMENT AND SUBLETTING 6.1 PROHIBITION. (a) Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting. (b) The provisions of paragraph (a) of this Section 6.1 shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such transaction, and (iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment or subletting. (c) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of the

original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting, or occupancy shall affect Permitted Uses. ARTICLE VII RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF PREMISES; SERVICES TO BE FURNISHED BY LANDLORD 7.1 LANDLORD REPAIRS. (a) Except as otherwise provided in this Lease, Landlord agrees to keep in good order, condition and repair the roof, public areas, exterior walls (including exterior glass), sprinkler system, and structure of the Building (including plumbing, mechanical and electrical systems installed by Landlord but excluding any systems installed specifically for Tenant's benefit or which are used exclusively by Tenant), all insofar as they affect the Premises, except that Landlord shall in no event be responsible to Tenant for the condition of glass in the Premises or for the doors (or related glass and finish work) leading to the Premises, or for any condition in the Premises or the Building caused by any act or neglect of Tenant, its agents, employees, invitees or contractors. Landlord shall not be responsible to make any improvements or repairs to the Building other than as expressly in this Section 7.1 provided, unless expressly provided otherwise in this Lease. (b) Landlord shall never be liable for any failure to make repairs which Landlord has undertaken to make under the provisions of this Section 7.1 or elsewhere in this Lease, unless Tenant has given notice to Landlord of the need to make such repairs, and Landlord has failed to commence to make such repairs within a reasonable time after receipt of such notice, or fails to proceed with reasonable diligence to complete such repairs.

original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting, or occupancy shall affect Permitted Uses. ARTICLE VII RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF PREMISES; SERVICES TO BE FURNISHED BY LANDLORD 7.1 LANDLORD REPAIRS. (a) Except as otherwise provided in this Lease, Landlord agrees to keep in good order, condition and repair the roof, public areas, exterior walls (including exterior glass), sprinkler system, and structure of the Building (including plumbing, mechanical and electrical systems installed by Landlord but excluding any systems installed specifically for Tenant's benefit or which are used exclusively by Tenant), all insofar as they affect the Premises, except that Landlord shall in no event be responsible to Tenant for the condition of glass in the Premises or for the doors (or related glass and finish work) leading to the Premises, or for any condition in the Premises or the Building caused by any act or neglect of Tenant, its agents, employees, invitees or contractors. Landlord shall not be responsible to make any improvements or repairs to the Building other than as expressly in this Section 7.1 provided, unless expressly provided otherwise in this Lease. (b) Landlord shall never be liable for any failure to make repairs which Landlord has undertaken to make under the provisions of this Section 7.1 or elsewhere in this Lease, unless Tenant has given notice to Landlord of the need to make such repairs, and Landlord has failed to commence to make such repairs within a reasonable time after receipt of such notice, or fails to proceed with reasonable diligence to complete such repairs. (c) Any services which Landlord is required to furnish pursuant to the provisions of this Lease may, at Landlord's option be furnished from time to time, in whole or in part, by employees of Landlord or by the Manager of the Property or by one or more third persons. (d) Landlord shall (i) perform repairs and maintenance on the lighting fixtures located in the parking area or in common areas of the Property, (ii) remove snow and ice from the parking area and common walkways, and (iii) perform landscaping duties in common areas of the Property.

7.2 TENANT'S AGREEMENT. (a) Tenant will keep neat and clean and maintain in good order, condition and repair the Premises and every part thereof including, without limitation, all HVAC, mechanical, electrical and plumbing systems which serve the Premises. Throughout the term of this Lease, Tenant shall maintain in force and effect a maintenance contract with respect to the HVAC system serving the Premises with an HVAC contractor regularly engaged in maintenance of HVAC systems similar to the system servicing the Premises, which contractor and the terms and provisions of the contract therefor shall be subject to the reasonable approval of Landlord. Without limitation, Tenant shall continually during the Term of this Lease maintain the Premises in accordance with all laws (including, without limitation, the Americans with Disabilities Act), codes and ordinances from time to time in effect and all directions, rules and regulations of the proper officers of governmental agencies having jurisdiction, and of the Boston Board of Fire Underwriters, and shall, at Tenant's own expense, obtain all permits, licenses and the like required by applicable law. Notwithstanding the foregoing or the provisions of Article XII, Tenant shall be responsible for the cost of repairs which may be necessary by reason of damage to the Building caused by any act or neglect of Tenant or its agents, employees, contractors or invitees (including any damage by fire or any other casualty arising therefrom). (b) If repairs are required to be made by Tenant pursuant to the terms hereof, Landlord may demand that Tenant make the same forthwith, and if Tenant refuses or neglects to commence such repairs and complete the same with reasonable dispatch after such demand, Landlord may (but shall not be required to do so) make or cause such repairs to be made (the provisions of Section 14.18 being applicable to the costs thereof) and shall not be responsible to Tenant for any loss or damage that may accrue to Tenant's stock or business by reason thereof. Notwithstanding the foregoing, Landlord may elect to take action hereunder immediately and without notice to Tenant if Landlord reasonably believes an emergency to exist.

7.2 TENANT'S AGREEMENT. (a) Tenant will keep neat and clean and maintain in good order, condition and repair the Premises and every part thereof including, without limitation, all HVAC, mechanical, electrical and plumbing systems which serve the Premises. Throughout the term of this Lease, Tenant shall maintain in force and effect a maintenance contract with respect to the HVAC system serving the Premises with an HVAC contractor regularly engaged in maintenance of HVAC systems similar to the system servicing the Premises, which contractor and the terms and provisions of the contract therefor shall be subject to the reasonable approval of Landlord. Without limitation, Tenant shall continually during the Term of this Lease maintain the Premises in accordance with all laws (including, without limitation, the Americans with Disabilities Act), codes and ordinances from time to time in effect and all directions, rules and regulations of the proper officers of governmental agencies having jurisdiction, and of the Boston Board of Fire Underwriters, and shall, at Tenant's own expense, obtain all permits, licenses and the like required by applicable law. Notwithstanding the foregoing or the provisions of Article XII, Tenant shall be responsible for the cost of repairs which may be necessary by reason of damage to the Building caused by any act or neglect of Tenant or its agents, employees, contractors or invitees (including any damage by fire or any other casualty arising therefrom). (b) If repairs are required to be made by Tenant pursuant to the terms hereof, Landlord may demand that Tenant make the same forthwith, and if Tenant refuses or neglects to commence such repairs and complete the same with reasonable dispatch after such demand, Landlord may (but shall not be required to do so) make or cause such repairs to be made (the provisions of Section 14.18 being applicable to the costs thereof) and shall not be responsible to Tenant for any loss or damage that may accrue to Tenant's stock or business by reason thereof. Notwithstanding the foregoing, Landlord may elect to take action hereunder immediately and without notice to Tenant if Landlord reasonably believes an emergency to exist. (c) If the Premises are now, or any time during the Term of this Lease become a "Public Accommodation" as defined in the Americans with Disabilities Act of 1990 (421 USC Sec. 12101 et seq.) as amended and all regulations promulgated thereunder, as amended (the "ADA"), (i) the Landlord shall be responsible for compliance with Title III of the ADA to the

extent that the ADA imposes obligations on the design or the construction of, or any alterations to, the Building (exclusive however of such matters as they pertain to the Premises), (ii) Tenant shall be responsible for compliance with Title III of the ADA to the extent that the ADA imposes obligations on the design or the construction of, or any alterations to, the Premises (exclusive however of those portions of the Building which are not a portion of the Premises, where compliance shall be the responsibility of Landlord), and (iii) Tenant shall be responsible for making any necessary modifications in its policies, practices and procedures in connection with the operation of Tenant's business in order to comply with the applicable provisions of the ADA. 7.3 FLOOR LOAD - HEAVY MACHINERY. (a) Tenant shall not place a load upon any floor in the Premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all business machines and mechanical equipment, including safes, which shall be placed so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant's expense in settings sufficient, in Landlord's judgment, to absorb and prevent vibration, noise and annoyance. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building without Landlord's prior consent, which consent may include a requirement to provide insurance, naming Landlord as an insured, in such amounts as Landlord may deem reasonable. (b) If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant agrees to employ only persons holding a Master Rigger's License to do such work, and that all work in connection therewith shall comply with applicable laws and regulations. Any such moving shall be at the sole risk and hazard of Tenant, and Tenant will exonerate, indemnity and save Landlord harmless against and from any liability, loss, injury, claim or suit resulting directly or indirectly from such moving. 7.4 BUILDING SERVICES. (a) Intentionally Omitted. (b) Intentionally Omitted.

extent that the ADA imposes obligations on the design or the construction of, or any alterations to, the Building (exclusive however of such matters as they pertain to the Premises), (ii) Tenant shall be responsible for compliance with Title III of the ADA to the extent that the ADA imposes obligations on the design or the construction of, or any alterations to, the Premises (exclusive however of those portions of the Building which are not a portion of the Premises, where compliance shall be the responsibility of Landlord), and (iii) Tenant shall be responsible for making any necessary modifications in its policies, practices and procedures in connection with the operation of Tenant's business in order to comply with the applicable provisions of the ADA. 7.3 FLOOR LOAD - HEAVY MACHINERY. (a) Tenant shall not place a load upon any floor in the Premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all business machines and mechanical equipment, including safes, which shall be placed so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant's expense in settings sufficient, in Landlord's judgment, to absorb and prevent vibration, noise and annoyance. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building without Landlord's prior consent, which consent may include a requirement to provide insurance, naming Landlord as an insured, in such amounts as Landlord may deem reasonable. (b) If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant agrees to employ only persons holding a Master Rigger's License to do such work, and that all work in connection therewith shall comply with applicable laws and regulations. Any such moving shall be at the sole risk and hazard of Tenant, and Tenant will exonerate, indemnity and save Landlord harmless against and from any liability, loss, injury, claim or suit resulting directly or indirectly from such moving. 7.4 BUILDING SERVICES. (a) Intentionally Omitted. (b) Intentionally Omitted. (c) Landlord reserves the right to curtail, suspend, interrupt and/or stop the supply of water, sewage, electrical current, cleaning, and other services, and to curtail, suspend, interrupt and/or stop use of entrances and/or lobbies serving access to the Building, without thereby incurring any liability to Tenant, when necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements in the judgment of Landlord desirable or necessary, or when prevented from supplying such services or use by strikes, lockouts, difficulty in obtaining materials, accidents or any other cause beyond Landlord's control, or by laws, orders or inability, by

exercise of reasonable diligence, to obtain electricity, water, gas, steam, coal, oil or other suitable fuel or power. No diminution or abatement of rent or other compensation, nor any direct, indirect or consequential damages shall or will be claimed by Tenant as a result of, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of, any such interruption, curtailment, suspension or stoppage in the furnishing of the foregoing services or use, irrespective of the cause thereof. Failure or omission on the part of Landlord to furnish any of the foregoing services or use shall not be construed as an eviction of Tenant, actual or constructive, nor entitle Tenant to an abatement of rent, nor to render the Landlord liable in damages, nor release Tenant from prompt fulfillment of any of its covenants under this Lease. To the extent within its control, in exercising its rights pursuant to this Section 7.4(c), Landlord shall use good faith efforts to avoid unnecessary interference with Tenant's use of the Premises and shall use good faith efforts to promptly restore any such service or amenity so curtailed, interrupted, stopped or suspended. In addition, Landlord shall provide alternative means of access to the Premises in the event of a stoppage or suspension of the normal means of access to and egress from the Premises. 7.5 ELECTRICITY AND NATURAL GAS. (a) Tenant shall receive electric current and natural gas for the Premises from the public utility corporation serving the Building and Landlord shall permit Landlord's existing wires, risers, pipes, conduits and other electrical equipment of Landlord to be used for such purpose. Tenant covenants and agrees that its use of electric current shall not overburden existing Building systems nor preclude other tenants of the Building, if any, from obtaining and receiving adequate electrical services and its total connected load will not exceed the maximum load from time to time permitted by applicable governmental regulations and the design capacity of existing systems. Landlord shall not in any way be liable or responsible to

exercise of reasonable diligence, to obtain electricity, water, gas, steam, coal, oil or other suitable fuel or power. No diminution or abatement of rent or other compensation, nor any direct, indirect or consequential damages shall or will be claimed by Tenant as a result of, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of, any such interruption, curtailment, suspension or stoppage in the furnishing of the foregoing services or use, irrespective of the cause thereof. Failure or omission on the part of Landlord to furnish any of the foregoing services or use shall not be construed as an eviction of Tenant, actual or constructive, nor entitle Tenant to an abatement of rent, nor to render the Landlord liable in damages, nor release Tenant from prompt fulfillment of any of its covenants under this Lease. To the extent within its control, in exercising its rights pursuant to this Section 7.4(c), Landlord shall use good faith efforts to avoid unnecessary interference with Tenant's use of the Premises and shall use good faith efforts to promptly restore any such service or amenity so curtailed, interrupted, stopped or suspended. In addition, Landlord shall provide alternative means of access to the Premises in the event of a stoppage or suspension of the normal means of access to and egress from the Premises. 7.5 ELECTRICITY AND NATURAL GAS. (a) Tenant shall receive electric current and natural gas for the Premises from the public utility corporation serving the Building and Landlord shall permit Landlord's existing wires, risers, pipes, conduits and other electrical equipment of Landlord to be used for such purpose. Tenant covenants and agrees that its use of electric current shall not overburden existing Building systems nor preclude other tenants of the Building, if any, from obtaining and receiving adequate electrical services and its total connected load will not exceed the maximum load from time to time permitted by applicable governmental regulations and the design capacity of existing systems. Landlord shall not in any way be liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain or incur if, during the Term of this Lease, either the quantity or character of electric current or natural gas is changed or electric current or natural gas is no longer available or suitable for Tenant's requirements due to a factor or cause beyond Landlord's control. Tenant shall pay all charges for electricity and natural gas used or consumed in the Premises in the time and manner provided in Section 7.5(c). (b) In order to insure that the foregoing requirements are not exceeded and to avert possible adverse affect on the Building's electrical system, Tenant shall not, without Landlord's prior consent, connect any fixtures, appliances or equipment to the Building's electrical distribution system other

than Tenant's material handling equipment, typewriters, word processors, photocopiers, and other similar customary office equipment. From time to time during the Term of this Lease, Landlord shall have the right to have an electrical consultant selected by Landlord make a survey of Tenant's electric usage, the result of which shall be conclusive and binding upon Landlord and Tenant. In the event that such survey shows that Tenant has exceeded the requirements set forth in paragraph (a), in addition to any other rights Landlord may have hereunder, Tenant shall, upon demand, reimburse Landlord for the costs of such survey. (c) Tenant shall be responsible for the payment of all utilities used and consumed in the Premises. Notwithstanding the foregoing, electricity and natural gas used and consumed in the Premises is currently measured by separate meters which are in the control of the Landlord. Landlord shall install separate check meters measuring the electricity and natural gas used and consumed in the Premises and shall bill Tenant for such use and consumption in the manner hereinafter provided. Landlord shall bill Tenant monthly in arrears for electricity and natural gas used and consumption as measured by said check meters as being used and consumed in the Premises. From time to time, but not more than once per calendar month, Landlord shall invoice Tenant for electricity and natural gas used and consumed in the Premises as measured by such check meters. Tenant shall pay Landlord such amounts as additional rent hereunder on or before the date which is 30 days after the date of each such invoice. Payments for electricity and natural gas used and consumed in the Premises during the last month of the Initial Term hereof shall be payable by Tenant within thirty days after being invoiced therefor. Landlord shall have the same rights and remedies against Tenant for failure to pay charges payable under this Section 7.5(c) as Landlord has against Tenant for failure to pay Basic Rent and Escalation Charges when due hereunder. ARTICLE VIII

than Tenant's material handling equipment, typewriters, word processors, photocopiers, and other similar customary office equipment. From time to time during the Term of this Lease, Landlord shall have the right to have an electrical consultant selected by Landlord make a survey of Tenant's electric usage, the result of which shall be conclusive and binding upon Landlord and Tenant. In the event that such survey shows that Tenant has exceeded the requirements set forth in paragraph (a), in addition to any other rights Landlord may have hereunder, Tenant shall, upon demand, reimburse Landlord for the costs of such survey. (c) Tenant shall be responsible for the payment of all utilities used and consumed in the Premises. Notwithstanding the foregoing, electricity and natural gas used and consumed in the Premises is currently measured by separate meters which are in the control of the Landlord. Landlord shall install separate check meters measuring the electricity and natural gas used and consumed in the Premises and shall bill Tenant for such use and consumption in the manner hereinafter provided. Landlord shall bill Tenant monthly in arrears for electricity and natural gas used and consumption as measured by said check meters as being used and consumed in the Premises. From time to time, but not more than once per calendar month, Landlord shall invoice Tenant for electricity and natural gas used and consumed in the Premises as measured by such check meters. Tenant shall pay Landlord such amounts as additional rent hereunder on or before the date which is 30 days after the date of each such invoice. Payments for electricity and natural gas used and consumed in the Premises during the last month of the Initial Term hereof shall be payable by Tenant within thirty days after being invoiced therefor. Landlord shall have the same rights and remedies against Tenant for failure to pay charges payable under this Section 7.5(c) as Landlord has against Tenant for failure to pay Basic Rent and Escalation Charges when due hereunder. ARTICLE VIII REAL ESTATE TAXES 8.1 PAYMENTS ON ACCOUNT OF REAL ESTATE TAXES. (a) For the purposes of this Article, the term "Tax Year" shall mean the twelve-month period commencing on the July 1 immediately preceding the Commencement Date and each twelve-month period thereafter commencing during the Term of this Lease; and the term "Taxes" shall mean real estate taxes, betterments and special assessments assessed with respect to the Property for any Tax Year.

(b) Tenant shall pay to Landlord, as an Escalation Charge, an amount equal to the amount of Taxes attributable to each Tax Year, multiplied by the Escalation Factor, such amount to be apportioned for any fraction of a Tax Year in which the Commencement Date falls or the Term of this Lease ends. Notwithstanding anything contained in Section 8.1(a) or this Section 8.1(b) to the contrary, for purposes of calculating the payment to be made by Tenant pursuant to this Section 8.1(b), the term "Taxes" applicable to each respective Tax Year shall exclude real estate taxes for such Tax Year which are in excess of $.90 (ninety cents) per rentable square foot contained in the Property. (c) Estimated payments by Tenant on account of Taxes shall be made monthly and at the time and in the fashion herein provided for the payment of Basic Rent. The monthly amount so to be paid to Landlord shall be sufficient to provide Landlord by the time real estate tax payments are due a sum equal to Tenant's required payments, as estimated by Landlord from time to time, on account of Taxes for the then current Tax Year. Promptly after receipt by Landlord of bills for such Taxes, Landlord shall advise Tenant of the amount thereof and the computation of Tenant's payment on account thereof. If estimated payments theretofore made by Tenant for the Tax Year covered by such bills exceed the required payments on account thereof for such Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant on account of Taxes (or refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but if the required payments on account thereof for such Year are greater than estimated payments theretofore made on account thereof for such Year, Tenant shall make payment to Landlord within 30 days after being so advised by Landlord. Landlord shall have the same rights and remedies for the non-payment by Tenant of any payments due on account of Taxes as Landlord has hereunder for the failure of Tenant to pay Basic Rent. 8.2 ABATEMENT. If Landlord shall receive any tax refund or reimbursement of Taxes or sum in lieu thereof with respect to any Tax Year which is not due to vacancies in the Building, then out of any balance remaining

(b) Tenant shall pay to Landlord, as an Escalation Charge, an amount equal to the amount of Taxes attributable to each Tax Year, multiplied by the Escalation Factor, such amount to be apportioned for any fraction of a Tax Year in which the Commencement Date falls or the Term of this Lease ends. Notwithstanding anything contained in Section 8.1(a) or this Section 8.1(b) to the contrary, for purposes of calculating the payment to be made by Tenant pursuant to this Section 8.1(b), the term "Taxes" applicable to each respective Tax Year shall exclude real estate taxes for such Tax Year which are in excess of $.90 (ninety cents) per rentable square foot contained in the Property. (c) Estimated payments by Tenant on account of Taxes shall be made monthly and at the time and in the fashion herein provided for the payment of Basic Rent. The monthly amount so to be paid to Landlord shall be sufficient to provide Landlord by the time real estate tax payments are due a sum equal to Tenant's required payments, as estimated by Landlord from time to time, on account of Taxes for the then current Tax Year. Promptly after receipt by Landlord of bills for such Taxes, Landlord shall advise Tenant of the amount thereof and the computation of Tenant's payment on account thereof. If estimated payments theretofore made by Tenant for the Tax Year covered by such bills exceed the required payments on account thereof for such Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant on account of Taxes (or refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but if the required payments on account thereof for such Year are greater than estimated payments theretofore made on account thereof for such Year, Tenant shall make payment to Landlord within 30 days after being so advised by Landlord. Landlord shall have the same rights and remedies for the non-payment by Tenant of any payments due on account of Taxes as Landlord has hereunder for the failure of Tenant to pay Basic Rent. 8.2 ABATEMENT. If Landlord shall receive any tax refund or reimbursement of Taxes or sum in lieu thereof with respect to any Tax Year which is not due to vacancies in the Building, then out of any balance remaining thereof after first deducting (i) Landlord's expenses reasonably incurred in obtaining such refund and (ii) any amounts in excess of $.90 per rentable square foot contained in the Property, Landlord shall pay to Tenant, provided there does not then exist a Default of Tenant, an amount equal to the balance remaining of such refund or reimbursement or sum in lieu thereof (exclusive of any interest) multiplied by the Escalation Factor; provided, that in no event shall Tenant be entitled to receive more than the payments made by Tenant on

account of real estate taxes for such Year pursuant to paragraph (b) of Section 8.1. 8.3 ALTERNATE TAXES. (a) If some method or type of taxation shall replace the current method of assessment of real estate taxes in whole or in part, or the type thereof, or if additional types of taxes are imposed upon the Property or Landlord relating to the Property, Tenant agrees that Tenant shall pay a proportionate share of the same as an additional charge computed in a fashion consistent with the method of computation herein provided, to the end that Tenant's share thereof shall be, to the maximum extent practicable, comparable to that which Tenant would bear under the foregoing provisions. (b) If a tax (other than Federal or State net income tax) is assessed on account of the rents or other charges payable by Tenant to Landlord under this Lease, Tenant agrees to pay the same as an additional charge within ten (10) days after billing therefor, unless applicable law prohibits the payment of such tax by Tenant. ARTICLE IX OPERATING EXPENSES 9.1 DEFINITIONS. For the purposes of this Article, the following terms shall have the following respective meanings: Operating Year: Each calendar year in which any part of the Term of this Lease shall fall. Operating Expenses: The aggregate costs or expenses reasonably incurred by Landlord with respect to the operation, administration, cleaning, repair, maintenance and management of the Building and/or the Property (but specifically excluding Utility Expenses) all as set forth in Exhibit E annexed hereto, provided that, if during any

account of real estate taxes for such Year pursuant to paragraph (b) of Section 8.1. 8.3 ALTERNATE TAXES. (a) If some method or type of taxation shall replace the current method of assessment of real estate taxes in whole or in part, or the type thereof, or if additional types of taxes are imposed upon the Property or Landlord relating to the Property, Tenant agrees that Tenant shall pay a proportionate share of the same as an additional charge computed in a fashion consistent with the method of computation herein provided, to the end that Tenant's share thereof shall be, to the maximum extent practicable, comparable to that which Tenant would bear under the foregoing provisions. (b) If a tax (other than Federal or State net income tax) is assessed on account of the rents or other charges payable by Tenant to Landlord under this Lease, Tenant agrees to pay the same as an additional charge within ten (10) days after billing therefor, unless applicable law prohibits the payment of such tax by Tenant. ARTICLE IX OPERATING EXPENSES 9.1 DEFINITIONS. For the purposes of this Article, the following terms shall have the following respective meanings: Operating Year: Each calendar year in which any part of the Term of this Lease shall fall. Operating Expenses: The aggregate costs or expenses reasonably incurred by Landlord with respect to the operation, administration, cleaning, repair, maintenance and management of the Building and/or the Property (but specifically excluding Utility Expenses) all as set forth in Exhibit E annexed hereto, provided that, if during any portion of the Operating Year for which Operating Expenses are being computed, less than all of Building Rentable Area and/or Property Rentable Area was occupied by tenants or if Landlord is not supplying all tenants with the services being supplied hereunder, actual Operating Expenses Allocable to the Building and actual Operating Expenses Allocable to the Property incurred shall be reasonably extrapolated by Landlord on an item by item basis to the estimated Operating Expenses Allocable to the Building and/or Operating Expenses Allocable to the Property that would have been incurred if the Building were fully occupied for such Operating Year and such services were being supplied to all tenants, and such

extrapolated amount shall, for the purposes hereof, be deemed to be the Operating Expenses Allocable to the Building and/or Operating Expenses Allocable to the Property for such Operating Year. Landlord's determination as to allocation of Operating Expenses shall be conclusive and binding upon Landlord and Tenant. Operating Expenses Allocable to the Building: shall mean those Operating Expenses described in Exhibit E which Landlord determines are allocable to the Building and the land parcel upon which it is situated (rather than those which are allocable to the entire Property which includes all buildings and land parcels comprising the Property inclusive of the Building and the land parcel upon which it is situated). Operating Expenses Allocable to the Property: shall mean those Operating Expenses described in Exhibit E which Landlord determines are allocable to the entire Property (rather than those which Landlord determines to be Operating Expenses Allocable to the Building). Utility Expenses: The aggregate costs or expenses reasonably incurred by Landlord with respect to supplying electricity (other than electricity supplied to those portions of the Building leased to tenants), oil, steam, gas, water and sewer and other utilities supplied to the Property and not paid for directly by tenants, provided that, if during any portion of the Operating Year for which Utility Expenses are being computed, less than all Property Rentable Area was occupied by tenants or if Landlord is not supplying all tenants with the utilities being supplied hereunder, actual utility expenses incurred shall be reasonably extrapolated by Landlord on an item-by-item basis to the estimated Utility Expenses that would have been incurred if the Property were fully occupied for such Operating Year and such utilities were being supplied to all tenants, and such extrapolated amount shall, for the purposes hereof, be deemed to be the Utility Expenses for such Operating Year.

extrapolated amount shall, for the purposes hereof, be deemed to be the Operating Expenses Allocable to the Building and/or Operating Expenses Allocable to the Property for such Operating Year. Landlord's determination as to allocation of Operating Expenses shall be conclusive and binding upon Landlord and Tenant. Operating Expenses Allocable to the Building: shall mean those Operating Expenses described in Exhibit E which Landlord determines are allocable to the Building and the land parcel upon which it is situated (rather than those which are allocable to the entire Property which includes all buildings and land parcels comprising the Property inclusive of the Building and the land parcel upon which it is situated). Operating Expenses Allocable to the Property: shall mean those Operating Expenses described in Exhibit E which Landlord determines are allocable to the entire Property (rather than those which Landlord determines to be Operating Expenses Allocable to the Building). Utility Expenses: The aggregate costs or expenses reasonably incurred by Landlord with respect to supplying electricity (other than electricity supplied to those portions of the Building leased to tenants), oil, steam, gas, water and sewer and other utilities supplied to the Property and not paid for directly by tenants, provided that, if during any portion of the Operating Year for which Utility Expenses are being computed, less than all Property Rentable Area was occupied by tenants or if Landlord is not supplying all tenants with the utilities being supplied hereunder, actual utility expenses incurred shall be reasonably extrapolated by Landlord on an item-by-item basis to the estimated Utility Expenses that would have been incurred if the Property were fully occupied for such Operating Year and such utilities were being supplied to all tenants, and such extrapolated amount shall, for the purposes hereof, be deemed to be the Utility Expenses for such Operating Year. 9.2 TENANT'S PAYMENTS. (a) Tenant shall pay to Landlord, as an Escalation Charge, an amount equal to (i) Operating Expenses Allocable to the Building for each Operating Year multiplied by (ii) the Building Escalation Factor, such amount to be apportioned for any partial Operating Year in which the Commencement Date falls or the Term of this Lease ends. In addition, Tenant shall pay to Landlord as an Escalation Charge, an amount equal to (i) Operating Expenses Allocable to the Property for each Operating Year multiplied by (ii) the Escalation Factor, such amount to be apportioned for any partial Operating Year in which the Commencement Date falls or the Term of this Lease ends. Notwithstanding the provisions of this

Section 9.2(a) to the contrary, the Tenant's obligation pursuant to this Section 9.2(a) during the first 12 full calendar months of the Initial Term shall not exceed $93,568.00 in the aggregate. (b) Tenant shall pay to Landlord, as an Escalation Charge, an amount equal to (i) Utility Expenses for each Operating Year multiplied by (ii) the Escalation Factor, such amount to be apportioned for any partial Operating Year in which the Commencement Date falls or the Term of this Lease ends. (c) Estimated payments by Tenant on account of Operating Expenses Allocable to the Building and Operating Expenses Allocable to the Property shall be made monthly and at the time and in the fashion herein provided for the payment of Basic Rent. The monthly amount so to be paid to Landlord shall be sufficient to provide Landlord by the end of each Operating Year a sum equal to Tenant's required payments, as estimated by Landlord from time to time during each Operating Year, on account of Operating Expenses Allocable to the Building and Operating Expenses Allocable to the Property and Utility Expenses for such Operating Year. After the end of each Operating Year, Landlord shall submit to Tenant a reasonably detailed accounting of Operating Expenses Allocable to the Building and Operating Expenses Allocable to the Property and Utility Expenses for such Operating Year, and Landlord shall certify to the accuracy thereof. If estimated payments theretofore made for such Operating Year by Tenant exceed Tenant's required payment on account thereof for such Operating Year, according to such statement, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses Allocable to the Building or Operating Expenses Allocable to the Property and Utility Expenses (or refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord), but, if the required payments on account thereof for such Operating Year are greater than the estimated payments (if any) theretofore made on account thereof for such Operating Year, Tenant shall make payment to Landlord within thirty (30) days after being so advised by Landlord. Landlord shall have the same rights and remedies for the nonpayment by Tenant of any payments due on account of Operating

Section 9.2(a) to the contrary, the Tenant's obligation pursuant to this Section 9.2(a) during the first 12 full calendar months of the Initial Term shall not exceed $93,568.00 in the aggregate. (b) Tenant shall pay to Landlord, as an Escalation Charge, an amount equal to (i) Utility Expenses for each Operating Year multiplied by (ii) the Escalation Factor, such amount to be apportioned for any partial Operating Year in which the Commencement Date falls or the Term of this Lease ends. (c) Estimated payments by Tenant on account of Operating Expenses Allocable to the Building and Operating Expenses Allocable to the Property shall be made monthly and at the time and in the fashion herein provided for the payment of Basic Rent. The monthly amount so to be paid to Landlord shall be sufficient to provide Landlord by the end of each Operating Year a sum equal to Tenant's required payments, as estimated by Landlord from time to time during each Operating Year, on account of Operating Expenses Allocable to the Building and Operating Expenses Allocable to the Property and Utility Expenses for such Operating Year. After the end of each Operating Year, Landlord shall submit to Tenant a reasonably detailed accounting of Operating Expenses Allocable to the Building and Operating Expenses Allocable to the Property and Utility Expenses for such Operating Year, and Landlord shall certify to the accuracy thereof. If estimated payments theretofore made for such Operating Year by Tenant exceed Tenant's required payment on account thereof for such Operating Year, according to such statement, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses Allocable to the Building or Operating Expenses Allocable to the Property and Utility Expenses (or refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord), but, if the required payments on account thereof for such Operating Year are greater than the estimated payments (if any) theretofore made on account thereof for such Operating Year, Tenant shall make payment to Landlord within thirty (30) days after being so advised by Landlord. Landlord shall have the same rights and remedies for the nonpayment by Tenant of any payments due on account of Operating Expenses Allocable to the Building and Operating Expenses Allocable to the Property and Utility Expenses as Landlord has hereunder for the failure of Tenant to pay Basic Rent. ARTICLE X INDEMNITY AND PUBLIC LIABILITY INSURANCE

10.1 TENANT'S INDEMNITY. To the maximum extent this agreement may be made effective according to law, Tenant agrees to defend, indemnity and save harmless Landlord from and against all claims, loss, liability, costs and damages of whatever nature arising from any default by Tenant under this Lease and the following: (i) from any accident, injury, death or damage whatsoever to any person, or to the property of any person, occurring in or about the Premises; (ii) from any accident, injury, death or damage occurring outside of the Premises but on the Property, where such accident, damage or injury results or is claimed to have resulted from an act or omission on the part of Tenant or Tenant's agents, employees, invitees or independent contractors; or (iii) in connection with the conduct or management of the Premises or of any business therein, or any thing or work whatsoever done, or any condition created (other than by Landlord) in or about the Premises; and, in any case, occurring after the date of this Lease, until the end of the Term of this Lease, and thereafter so long as Tenant is in occupancy of the Premises. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in, or in connection with, any such claim or proceeding brought thereon, and the defense thereof, including, without limitation, reasonable attorneys' fees and costs at both the trial and appellate levels. Nothing contained in this Section 10.1 shall be deemed or construed to exculpate Landlord from its own negligence or the negligence of its agents, servants or employees. The provisions of this Section 10.1 shall survive the expiration or any earlier termination of this Lease. 10.2 PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force from the date upon which Tenant first enters the Premises for any reason, throughout the Term of this Lease, and thereafter so long as Tenant is in occupancy of any part of the Premises, a policy of general liability and property damage insurance (including contractual liability, independent contractor's hazard and completed operations coverage) under which Landlord, Manager (and such other persons as are in privity of estate with Landlord as may be set out in notice from time to time) and Tenant are named as insureds, and under which the insurer agrees to defend, indemnify and hold Landlord, Manager, and those in privity of estate with Landlord, harmless from and against all cost,

10.1 TENANT'S INDEMNITY. To the maximum extent this agreement may be made effective according to law, Tenant agrees to defend, indemnity and save harmless Landlord from and against all claims, loss, liability, costs and damages of whatever nature arising from any default by Tenant under this Lease and the following: (i) from any accident, injury, death or damage whatsoever to any person, or to the property of any person, occurring in or about the Premises; (ii) from any accident, injury, death or damage occurring outside of the Premises but on the Property, where such accident, damage or injury results or is claimed to have resulted from an act or omission on the part of Tenant or Tenant's agents, employees, invitees or independent contractors; or (iii) in connection with the conduct or management of the Premises or of any business therein, or any thing or work whatsoever done, or any condition created (other than by Landlord) in or about the Premises; and, in any case, occurring after the date of this Lease, until the end of the Term of this Lease, and thereafter so long as Tenant is in occupancy of the Premises. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in, or in connection with, any such claim or proceeding brought thereon, and the defense thereof, including, without limitation, reasonable attorneys' fees and costs at both the trial and appellate levels. Nothing contained in this Section 10.1 shall be deemed or construed to exculpate Landlord from its own negligence or the negligence of its agents, servants or employees. The provisions of this Section 10.1 shall survive the expiration or any earlier termination of this Lease. 10.2 PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force from the date upon which Tenant first enters the Premises for any reason, throughout the Term of this Lease, and thereafter so long as Tenant is in occupancy of any part of the Premises, a policy of general liability and property damage insurance (including contractual liability, independent contractor's hazard and completed operations coverage) under which Landlord, Manager (and such other persons as are in privity of estate with Landlord as may be set out in notice from time to time) and Tenant are named as insureds, and under which the insurer agrees to defend, indemnify and hold Landlord, Manager, and those in privity of estate with Landlord, harmless from and against all cost, expense and/or liability arising out of or based upon any and all claims, accidents, injuries and damages set forth in Section 10.1. Each such policy shall be non-cancellable and non-amendable with respect to Landlord, Manager and Landlord's said designees without thirty (30) days' prior notice to Landlord and shall be in at least the amounts of the Initial Public Liability Insurance specified in Section 1.3 or such greater amounts as Landlord shall from time to time request,

and a duplicate original or certificate thereof shall be delivered to Landlord. 10.3 TENANT'S RISK. Except for matters resulting from Landlord's negligence or the negligence of its agents, servants or employees and to the maximum extent this agreement may be made effective according to law, Tenant agrees to use and occupy the Premises and to use such other portions of the Property as Tenant is herein given the right to use at Tenant's own risk. Landlord shall have no responsibility or liability for any loss of or damage to Tenant's Removable Property or for any inconvenience, annoyance, interruption or injury to business arising from Landlord's making any repairs or changes which Landlord is permitted by this Lease or required by law to make in or to any portion of the Premises or other sections of the Property, or in or to the fixtures, equipment or appurtenances thereof. Tenant shall carry "all-risk" property insurance on a "replacement cost" basis (including so-called improvements and betterments), and provide a waiver of subrogation as required in Section 14.20. The provisions of this Section 10.3 shall be applicable from and after the execution of this Lease and until the end of the Term of this Lease, and during such further period as Tenant may use or be in occupancy of any part of the Premises or of the Building. 10.4 INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement may be made effective according to law, Tenant agrees that Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connecting with the Premises or any part of the Property or otherwise. The provisions of this Section 10.4 shall survive the expiration or any earlier termination of this Lease. ARTICLE XI LANDLORD'S ACCESS TO PREMISES

and a duplicate original or certificate thereof shall be delivered to Landlord. 10.3 TENANT'S RISK. Except for matters resulting from Landlord's negligence or the negligence of its agents, servants or employees and to the maximum extent this agreement may be made effective according to law, Tenant agrees to use and occupy the Premises and to use such other portions of the Property as Tenant is herein given the right to use at Tenant's own risk. Landlord shall have no responsibility or liability for any loss of or damage to Tenant's Removable Property or for any inconvenience, annoyance, interruption or injury to business arising from Landlord's making any repairs or changes which Landlord is permitted by this Lease or required by law to make in or to any portion of the Premises or other sections of the Property, or in or to the fixtures, equipment or appurtenances thereof. Tenant shall carry "all-risk" property insurance on a "replacement cost" basis (including so-called improvements and betterments), and provide a waiver of subrogation as required in Section 14.20. The provisions of this Section 10.3 shall be applicable from and after the execution of this Lease and until the end of the Term of this Lease, and during such further period as Tenant may use or be in occupancy of any part of the Premises or of the Building. 10.4 INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement may be made effective according to law, Tenant agrees that Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connecting with the Premises or any part of the Property or otherwise. The provisions of this Section 10.4 shall survive the expiration or any earlier termination of this Lease. ARTICLE XI LANDLORD'S ACCESS TO PREMISES 11.1 LANDLORD'S RIGHTS. Landlord shall have the right upon 24 hours advance written or oral notice to Tenant (except in the case of emergency, where no notice shall be required) to enter the Premises at all reasonable hours for the purpose of inspecting or making repairs to the same, and Landlord shall also have the right to make access available at all reasonable hours to prospective or existing mortgagees, purchasers or tenants of any part of the Property. In exercising its rights under this

Section 11.1, Landlord hereby agrees that (i) an agent or representative of Tenant shall be permitted to accompany Landlord's agents during such entry and (ii) subject to all other applicable provisions of this Lease, such entry shall be at Landlord's risk. ARTICLE XII FIRE, EMINENT DOMAIN, ETC. 12.1 ABATEMENT OF RENT. If the Premises shall be damaged by fire or casualty, Basic Rent and Escalation Charges payable by Tenant shall abate proportionately for the period in which, by reason of such damage, there is substantial interference with Tenant's use of the Premises, having regard to the extent to which Tenant may be required to discontinue Tenant's use of all or a portion of the Premises, but such abatement or reduction shall end if and when Landlord shall have substantially restored the Premises (excluding any alterations, additions or improvements made by Tenant pursuant to Section 5.2) to the condition in which they were prior to such damage. If the Premises shall be affected by any exercise of the power of eminent domain, Basic Rent and Escalation Charges payable by Tenant shall be justly and equitably abated and reduced according to the nature and extent of the loss of use thereof suffered by Tenant. In no event shall Landlord have any liability for damages to Tenant for inconvenience, annoyance, or interruption of business arising from such fire, casualty or eminent domain. 12.2 LANDLORD'S RIGHT OF TERMINATION. If the Premises or the Building are substantially damaged by fire or casualty (the term "substantially damaged" meaning damage of such a character that the same cannot, in ordinary course, reasonably be expected to be repaired within sixty (60) days from the time the repair work would commence), or if any part of the Building is taken by any exercise of the right of eminent domain, then

Section 11.1, Landlord hereby agrees that (i) an agent or representative of Tenant shall be permitted to accompany Landlord's agents during such entry and (ii) subject to all other applicable provisions of this Lease, such entry shall be at Landlord's risk. ARTICLE XII FIRE, EMINENT DOMAIN, ETC. 12.1 ABATEMENT OF RENT. If the Premises shall be damaged by fire or casualty, Basic Rent and Escalation Charges payable by Tenant shall abate proportionately for the period in which, by reason of such damage, there is substantial interference with Tenant's use of the Premises, having regard to the extent to which Tenant may be required to discontinue Tenant's use of all or a portion of the Premises, but such abatement or reduction shall end if and when Landlord shall have substantially restored the Premises (excluding any alterations, additions or improvements made by Tenant pursuant to Section 5.2) to the condition in which they were prior to such damage. If the Premises shall be affected by any exercise of the power of eminent domain, Basic Rent and Escalation Charges payable by Tenant shall be justly and equitably abated and reduced according to the nature and extent of the loss of use thereof suffered by Tenant. In no event shall Landlord have any liability for damages to Tenant for inconvenience, annoyance, or interruption of business arising from such fire, casualty or eminent domain. 12.2 LANDLORD'S RIGHT OF TERMINATION. If the Premises or the Building are substantially damaged by fire or casualty (the term "substantially damaged" meaning damage of such a character that the same cannot, in ordinary course, reasonably be expected to be repaired within sixty (60) days from the time the repair work would commence), or if any part of the Building is taken by any exercise of the right of eminent domain, then Landlord shall have the right to terminate this Lease (even if Landlord's entire interest in the Premises may have been divested) by giving notice of Landlord's election so to do within 90 days after the occurrence of such casualty or the effective date of such taking, whereupon this Lease shall terminate thirty (30) days after the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof. 12.3 RESTORATION. If this Lease shall not be terminated pursuant to Section 12.2, Landlord shall thereafter use due diligence to restore the Premises (excluding any alterations,

additions or improvements made by Tenant) to proper condition for Tenant's use and occupation, provided that Landlord's obligation shall be limited to the amount of insurance proceeds available therefor. If, for any reason, such restoration shall not be substantially completed within six months after the expiration of the 90-day period referred to in Section 12.2 (which six-month period may be extended for such periods of time as Landlord is prevented from proceeding with or completing such restoration for any cause beyond Landlord's reasonable control, but in no event for more than an additional three months), Tenant shall have the right to terminate this Lease by giving notice to Landlord thereof within thirty (30) days after the expiration of such period (as so extended). Upon the giving of such notice, this Lease shall cease and come to an end without further liability or obligation on the part of either party unless, within such 30-day period, Landlord substantially completes such restoration. Such right of termination shall be Tenant's sole and exclusive remedy at law or in equity for Landlord's failure so to complete such restoration. 12.4 AWARD. Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Property and the leasehold interest hereby created, and to compensation accrued or hereafter to accrue by reason of such taking, damage or destruction, and by way of confirming the foregoing, Tenant hereby grants and assigns, and covenants with Landlord to grant and assign to Landlord, all rights to such damages or compensation. Nothing contained herein shall be construed to prevent Tenant from, at its sole cost and expense, prosecuting a separate condemnation proceeding with respect to a claim for the value of any of Tenant's Removable Property installed in the Premises by Tenant at Tenant's expense and for relocation expenses, provided that such action shall not affect the amount of compensation otherwise recoverable by Landlord from the taking authority. ARTICLE XIII

additions or improvements made by Tenant) to proper condition for Tenant's use and occupation, provided that Landlord's obligation shall be limited to the amount of insurance proceeds available therefor. If, for any reason, such restoration shall not be substantially completed within six months after the expiration of the 90-day period referred to in Section 12.2 (which six-month period may be extended for such periods of time as Landlord is prevented from proceeding with or completing such restoration for any cause beyond Landlord's reasonable control, but in no event for more than an additional three months), Tenant shall have the right to terminate this Lease by giving notice to Landlord thereof within thirty (30) days after the expiration of such period (as so extended). Upon the giving of such notice, this Lease shall cease and come to an end without further liability or obligation on the part of either party unless, within such 30-day period, Landlord substantially completes such restoration. Such right of termination shall be Tenant's sole and exclusive remedy at law or in equity for Landlord's failure so to complete such restoration. 12.4 AWARD. Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Property and the leasehold interest hereby created, and to compensation accrued or hereafter to accrue by reason of such taking, damage or destruction, and by way of confirming the foregoing, Tenant hereby grants and assigns, and covenants with Landlord to grant and assign to Landlord, all rights to such damages or compensation. Nothing contained herein shall be construed to prevent Tenant from, at its sole cost and expense, prosecuting a separate condemnation proceeding with respect to a claim for the value of any of Tenant's Removable Property installed in the Premises by Tenant at Tenant's expense and for relocation expenses, provided that such action shall not affect the amount of compensation otherwise recoverable by Landlord from the taking authority. ARTICLE XIII DEFAULT 13.1 TENANT'S DEFAULT. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a "Default of Tenant") shall happen: (i) Tenant shall fail to pay the Basic Rent, Escalation Charges or other sums payable as additional charges hereunder when due; or

(ii) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant's part to be performed or observed, or Tenant shall desert or abandon the Premises or the Premises shall become, or appear to have become vacant (regardless whether the keys shall have been surrendered or the rent and all other sums due shall have been paid), and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and to prosecute such remedy to completion with diligence and continuity; or (iii) Tenant's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or (iv) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (v) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or

(ii) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant's part to be performed or observed, or Tenant shall desert or abandon the Premises or the Premises shall become, or appear to have become vacant (regardless whether the keys shall have been surrendered or the rent and all other sums due shall have been paid), and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and to prosecute such remedy to completion with diligence and continuity; or (iii) Tenant's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or (iv) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (v) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (vi) If a Default of Tenant of the kind set forth in clauses (i) or (ii) above shall occur and if either (a) Tenant shall cure such Default within the applicable grace period or (b) Landlord shall, in its sole discretion , permit Tenant to cure such Default after the applicable grace period has expired, and an event which would constitute a similar Default if not cured within the applicable grace period shall occur more than once

within the next 365 days, whether or not such event is cured within the applicable grace period; then in any such case (1) if such Default of Tenant shall occur prior to the Commencement Date, this Lease shall ipso facto, and without further act on the part of Landlord, terminate, and (2) if such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, and thereupon this Lease shall come to an end as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided. (b) If this Lease shall be terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to reenter or to institute legal proceedings to that end. (c) In the event of any termination, Tenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as liquidated current damages, the Basic Rent, Escalation Charges and other sums which would be payable hereunder if such termination had not occurred, less the net proceeds, if any, of any reletting of the Premises, after deducting all expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable

within the next 365 days, whether or not such event is cured within the applicable grace period; then in any such case (1) if such Default of Tenant shall occur prior to the Commencement Date, this Lease shall ipso facto, and without further act on the part of Landlord, terminate, and (2) if such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, and thereupon this Lease shall come to an end as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided. (b) If this Lease shall be terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to reenter or to institute legal proceedings to that end. (c) In the event of any termination, Tenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as liquidated current damages, the Basic Rent, Escalation Charges and other sums which would be payable hereunder if such termination had not occurred, less the net proceeds, if any, of any reletting of the Premises, after deducting all expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable hereunder if this Lease had not been terminated. (d) At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in lieu of all such current damages beyond the date of such demand, at Landlord's election Tenant shall pay to Landlord and amount equal to the excess, if any, of the Basic Rent, Escalation Charges and other sums as hereinbefore

provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Taxes, Utility Expenses and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what would be the then unexpired Term of this Lease if the same had remained in effect, over the then fair net rental value of the Premises for the same period. (e) In the case of any Default by Tenant, re-entry, expiration and dispossession by summary proceeding or otherwise, Landlord shall use good faith efforts to mitigate its damages resulting from such action and may (i) relet the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same and (ii) may make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Subject to the terms of this Section (e), Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. (f) If a Guarantor of this Lease is named in Section 1.2, the happening of any of the events described in paragraphs (a)(iv) or (a)(v) of this Section 13.1 with respect to the Guarantor shall constitute a Default of Tenant

provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Taxes, Utility Expenses and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what would be the then unexpired Term of this Lease if the same had remained in effect, over the then fair net rental value of the Premises for the same period. (e) In the case of any Default by Tenant, re-entry, expiration and dispossession by summary proceeding or otherwise, Landlord shall use good faith efforts to mitigate its damages resulting from such action and may (i) relet the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same and (ii) may make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Subject to the terms of this Section (e), Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. (f) If a Guarantor of this Lease is named in Section 1.2, the happening of any of the events described in paragraphs (a)(iv) or (a)(v) of this Section 13.1 with respect to the Guarantor shall constitute a Default of Tenant hereunder. (g) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled to lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (h) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, attorneys' fees and

expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by Tenant. 13.2 LANDLORD'S DEFAULT. (a) Except as otherwise expressly set forth in Section 13.2(b) hereof, Landlord shall in no event be in default of the performance of any of Landlord's obligations hereunder unless and until Landlord shall have unreasonably failed to perform such obligation within a period of time reasonably required to correct any such default, after notice by Tenant to Landlord specifying wherein Landlord has failed to perform any such obligations. (b) If repairs are required to be made or provided by Landlord pursuant to the terms of this Lease and Landlord shall fail to make or perform same within the time and manner required by all other applicable provisions of this Lease, Tenant may demand that Landlord commence such repairs within thirty (30) days after written notice that such repairs are not being performed; and if Landlord refuses or neglects to commence such repairs within such thirty (30) day period and shall thereafter fail to complete the same with reasonable dispatch after such demand, Tenant may make or cause such repairs to be made and charge Landlord for reasonable repair costs incurred; however, Landlord shall not be responsible to Tenant for any loss or damage that may accrue to Tenant's stock business or Tenant's Removable Property by reason thereof. Notwithstanding the foregoing, Tenant may elect to take action permitted to be taken hereunder by Tenant immediately (but upon written or oral notice to Landlord to the extent possible) if Tenant reasonably believes an emergency to exist. Notwithstanding the foregoing, Tenant shall have no right to make and shall not make, without the prior written consent of Landlord, repairs to any portion of the Premises, Building or the Property which are to be made by Landlord related to the furnishing of base building services, including but not limited to structural elements of the Building including the roof, mechanical, electrical, plumbing and general HVAC services (except routine maintenance of HVAC systems or those matters for which

expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by Tenant. 13.2 LANDLORD'S DEFAULT. (a) Except as otherwise expressly set forth in Section 13.2(b) hereof, Landlord shall in no event be in default of the performance of any of Landlord's obligations hereunder unless and until Landlord shall have unreasonably failed to perform such obligation within a period of time reasonably required to correct any such default, after notice by Tenant to Landlord specifying wherein Landlord has failed to perform any such obligations. (b) If repairs are required to be made or provided by Landlord pursuant to the terms of this Lease and Landlord shall fail to make or perform same within the time and manner required by all other applicable provisions of this Lease, Tenant may demand that Landlord commence such repairs within thirty (30) days after written notice that such repairs are not being performed; and if Landlord refuses or neglects to commence such repairs within such thirty (30) day period and shall thereafter fail to complete the same with reasonable dispatch after such demand, Tenant may make or cause such repairs to be made and charge Landlord for reasonable repair costs incurred; however, Landlord shall not be responsible to Tenant for any loss or damage that may accrue to Tenant's stock business or Tenant's Removable Property by reason thereof. Notwithstanding the foregoing, Tenant may elect to take action permitted to be taken hereunder by Tenant immediately (but upon written or oral notice to Landlord to the extent possible) if Tenant reasonably believes an emergency to exist. Notwithstanding the foregoing, Tenant shall have no right to make and shall not make, without the prior written consent of Landlord, repairs to any portion of the Premises, Building or the Property which are to be made by Landlord related to the furnishing of base building services, including but not limited to structural elements of the Building including the roof, mechanical, electrical, plumbing and general HVAC services (except routine maintenance of HVAC systems or those matters for which Tenant is responsible under this Lease). Landlord shall reimburse Tenant for reasonable costs incurred by Tenant in performing such repair obligations of Landlord in accordance with this Section 13.2(b) within 45 days after submission of detailed paid invoices therefor by Tenant. ARTICLE XIV MISCELLANEOUS PROVISIONS

14.1 EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not do or permit anything to be done in or upon the Premises, or bring in anything or keep anything therein, which shall increase the rate of property or liability insurance on the Premises or of the Building above the standard rate applicable to premises being occupied for Permitted Uses; and Tenant further agrees that, in the event that Tenant shall do any of the foregoing, Tenant will promptly pay to Landlord, on demand, any such increase resulting therefrom, which shall be due and payable as an additional charge hereunder. 14.2 WAIVER. (a) Failure on the part of Landlord or Tenant to complain of any action or non-action on the part of the other, no matter how long the same may continue, shall never be a waiver by Tenant or Landlord, respectively, of any of the other's rights hereunder. Further, no waiver at any time of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of Landlord or Tenant to or of any action by the other requiring such consent or approval shall not be construed to waive or render unnecessary Landlord's or Tenant's consent or approval to or of any subsequent similar act by the other. (b) No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord shall be treated otherwise than as a payment on account of the earliest installment of any payment due from Tenant under the provisions hereof. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which Landlord may have against Tenant. 14.3 COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions of this Lease, on payment of the Basic Rent and Escalation Charges and observing, keeping and performing all of the other terms

14.1 EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not do or permit anything to be done in or upon the Premises, or bring in anything or keep anything therein, which shall increase the rate of property or liability insurance on the Premises or of the Building above the standard rate applicable to premises being occupied for Permitted Uses; and Tenant further agrees that, in the event that Tenant shall do any of the foregoing, Tenant will promptly pay to Landlord, on demand, any such increase resulting therefrom, which shall be due and payable as an additional charge hereunder. 14.2 WAIVER. (a) Failure on the part of Landlord or Tenant to complain of any action or non-action on the part of the other, no matter how long the same may continue, shall never be a waiver by Tenant or Landlord, respectively, of any of the other's rights hereunder. Further, no waiver at any time of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of Landlord or Tenant to or of any action by the other requiring such consent or approval shall not be construed to waive or render unnecessary Landlord's or Tenant's consent or approval to or of any subsequent similar act by the other. (b) No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord shall be treated otherwise than as a payment on account of the earliest installment of any payment due from Tenant under the provisions hereof. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which Landlord may have against Tenant. 14.3 COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions of this Lease, on payment of the Basic Rent and Escalation Charges and observing, keeping and performing all of the other terms and provisions of this Lease on Tenant's part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises during the term hereof, without hindrance or ejection by any persons lawfully claiming under Landlord to have title to the Premises superior to Tenant; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, express or implied. 14.4 LANDLORD'S LIABILITY. (a) Tenant specifically agrees to look solely to Landlord's then equity interest in the Property at the time owned, for recovery of any judgment from Landlord; it

being specifically agreed that Landlord (original or successor) shall never be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or to take any action not involving the personal liability of Landlord (original or successor) to respond in monetary damages from Landlord's assets other than Landlord's equity interest in the Property. (b) With respect to any services or utilities to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from doing so by Force Majeure, strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or neglect of Tenant or Tenant's servants, agents, employees, licensees or any person claiming by, through or under Tenant; nor shall any such failure give rise to any claim in Tenant's favor that Tenant has been evicted, either constructively or actually, partially or wholly. (c) In no event shall Landlord ever be liable to Tenant for any loss of business or any other indirect or consequential damages suffered by Tenant from whatever cause. (d) With respect to any repairs or restoration which are required or permitted to be made by Landlord, the same shall be made subject to the provisions of Section 7.1 and may be made during normal business hours and Landlord shall have no liability for damages to Tenant for inconvenience, annoyance or interruption of business arising therefrom.

being specifically agreed that Landlord (original or successor) shall never be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or to take any action not involving the personal liability of Landlord (original or successor) to respond in monetary damages from Landlord's assets other than Landlord's equity interest in the Property. (b) With respect to any services or utilities to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from doing so by Force Majeure, strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or neglect of Tenant or Tenant's servants, agents, employees, licensees or any person claiming by, through or under Tenant; nor shall any such failure give rise to any claim in Tenant's favor that Tenant has been evicted, either constructively or actually, partially or wholly. (c) In no event shall Landlord ever be liable to Tenant for any loss of business or any other indirect or consequential damages suffered by Tenant from whatever cause. (d) With respect to any repairs or restoration which are required or permitted to be made by Landlord, the same shall be made subject to the provisions of Section 7.1 and may be made during normal business hours and Landlord shall have no liability for damages to Tenant for inconvenience, annoyance or interruption of business arising therefrom. 14.5 NOTICE TO MORTGAGEE OR GROUND LESSOR. After receiving notice from any person, firm or other entity that it holds a mortgage or a ground lease which includes the Premises, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such holder or ground lessor (provided Tenant shall have been furnished with the name and address of such holder or ground lessor), and the curing of any of Landlord's defaults by such holder or ground lessor shall be treated as performance by Landlord. 14.6 ASSIGNMENT OF RENTS AND TRANSFER OF TITLE. (a) With reference to any assignment by Landlord of Landlord's interest in

this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage on property which includes the Premises, Tenant agrees that the execution thereof by Landlord, and the acceptance thereof by the holder of such mortgage, shall never be treated as an assumption by such holder of any of the obligations of Landlord hereunder unless such holder shall, by notice sent to Tenant, specifically otherwise elect and that, except as aforesaid, such holder shall be treated as having assumed Landlord's obligations hereunder only upon foreclosure of such holder's mortgage and the taking of possession of the Premises. (b) In no event shall the acquisition of Landlord's interest in the Property by a purchaser which, simultaneously therewith, leases Landlord's entire interest in the Property back to the seller thereof be treated as an assumption by operation of law or otherwise, of Landlord's obligations hereunder, but Tenant shall look solely to such sellerlessee, and its successors from time to time in title, for performance of Landlord's obligations hereunder. In any such event, this Lease shall be subject and subordinate to the lease to such purchaser. For all purposes, such seller-lessee, and its successors in title, shall be the Landlord hereunder unless and until Landlord's position shall have been assumed by such purchaser-lessor. (c) Except as provided in paragraph (b) of this Section, in the event of any transfer of title to the Property by Landlord, Landlord shall from and after the date of such transfer, be entirely freed and relieved from the performance and observance of all covenants and obligations hereunder which are to be performed or observed from and after the date of such transfer. 14.7 RULES AND REGULATIONS. Tenant shall abide by rules and regulations from time to time established

this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage on property which includes the Premises, Tenant agrees that the execution thereof by Landlord, and the acceptance thereof by the holder of such mortgage, shall never be treated as an assumption by such holder of any of the obligations of Landlord hereunder unless such holder shall, by notice sent to Tenant, specifically otherwise elect and that, except as aforesaid, such holder shall be treated as having assumed Landlord's obligations hereunder only upon foreclosure of such holder's mortgage and the taking of possession of the Premises. (b) In no event shall the acquisition of Landlord's interest in the Property by a purchaser which, simultaneously therewith, leases Landlord's entire interest in the Property back to the seller thereof be treated as an assumption by operation of law or otherwise, of Landlord's obligations hereunder, but Tenant shall look solely to such sellerlessee, and its successors from time to time in title, for performance of Landlord's obligations hereunder. In any such event, this Lease shall be subject and subordinate to the lease to such purchaser. For all purposes, such seller-lessee, and its successors in title, shall be the Landlord hereunder unless and until Landlord's position shall have been assumed by such purchaser-lessor. (c) Except as provided in paragraph (b) of this Section, in the event of any transfer of title to the Property by Landlord, Landlord shall from and after the date of such transfer, be entirely freed and relieved from the performance and observance of all covenants and obligations hereunder which are to be performed or observed from and after the date of such transfer. 14.7 RULES AND REGULATIONS. Tenant shall abide by rules and regulations from time to time established by Landlord, it being agreed that such rules and regulations will be established and applied by Landlord in a nondiscriminatory fashion, such that all rules and regulations shall be generally applicable to other tenants of the Building of similar nature to the Tenant named herein. Landlord agrees to use reasonable efforts to insure that any such rules and regulations are uniformly enforced, but Landlord shall not be liable to Tenant for violation of the same by any other tenant or occupant of the Building, or persons having business with them. In the event that there shall be any conflict between such rules and regulations and the provisions of this Lease, the provisions of this Lease shall control. 14.8 ADDITIONAL CHARGES. If Tenant shall fail to pay when due any sums under this Lease designated or payable as an additional charge, Landlord shall have the same rights and remedies as Landlord has hereunder for failure to pay Basic Rent.

14.9 INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by Law. 14.10 PROVISIONS BINDING, ETC. Except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an individual, upon and to his heirs, executors, administrators, successors and assigns. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment by Tenant, but has reference only to those instances in which Landlord may later give consent to a particular assignment as required by those provisions of Article VI hereof. 14.11 RECORDING. Tenant agrees not to record this Lease, but each party hereto agrees, on the request of the other, to execute a so-called notice of lease in form recordable and complying with applicable law and reasonably satisfactory to Landlord's attorneys. In no event shall such document set forth the rent or other charges payable by Tenant under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease. 14.12 NOTICES. Whenever, by the terms of this Lease, notices, consents or approvals shall or may by given

14.9 INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by Law. 14.10 PROVISIONS BINDING, ETC. Except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an individual, upon and to his heirs, executors, administrators, successors and assigns. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment by Tenant, but has reference only to those instances in which Landlord may later give consent to a particular assignment as required by those provisions of Article VI hereof. 14.11 RECORDING. Tenant agrees not to record this Lease, but each party hereto agrees, on the request of the other, to execute a so-called notice of lease in form recordable and complying with applicable law and reasonably satisfactory to Landlord's attorneys. In no event shall such document set forth the rent or other charges payable by Tenant under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease. 14.12 NOTICES. Whenever, by the terms of this Lease, notices, consents or approvals shall or may by given either to Landlord or to Tenant, such notices, consents or approvals shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid: If intended for Landlord, addressed to Landlord at Landlord's Original Address with a copy Addressed to Landlord at Talbot Operations N.V., c/o Citibank, N.A., Real Estate Investments Management, 909 Third Avenue, New York, NY 10043, Attn: Mr. Richard Gamba (or to such other address as may from time to time hereafter by designated by Landlord by like notice). If intended for Tenant, addressed to Tenant at Tenant's Original Address, Attn: General Counsel (or to such other address

or addresses as may from time to time hereafter be designated by Tenant by like notice.) All such notices shall be effective when deposited in the United States Mail within the Continental United States, provided that the same are received in ordinary course at the address to which the same were sent. 14.13 WHEN LEASE BECOMES BINDING. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises, and this document shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and this Lease expressly supersedes any proposals or other written documents relating hereto. this Lease may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof. 14.14 PARAGRAPH HEADINGS. The paragraph headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Lease. 14.15 RIGHTS OF MORTGAGEE OR GROUND LESSOR. This Lease shall be subordinate to any mortgage or ground lease from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, if the holder of such mortgage or ground lease shall so elect. If this Lease is subordinate to any mortgage or ground lease and the holder thereof (or successor) shall succeed to the interest of Landlord, at the election of such holder (or successor) Tenant shall attorn to such holder and this Lease shall continue in full force and effect between such holder (or successor) and Tenant. Tenant agrees to execute such

or addresses as may from time to time hereafter be designated by Tenant by like notice.) All such notices shall be effective when deposited in the United States Mail within the Continental United States, provided that the same are received in ordinary course at the address to which the same were sent. 14.13 WHEN LEASE BECOMES BINDING. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises, and this document shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and this Lease expressly supersedes any proposals or other written documents relating hereto. this Lease may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof. 14.14 PARAGRAPH HEADINGS. The paragraph headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Lease. 14.15 RIGHTS OF MORTGAGEE OR GROUND LESSOR. This Lease shall be subordinate to any mortgage or ground lease from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, if the holder of such mortgage or ground lease shall so elect. If this Lease is subordinate to any mortgage or ground lease and the holder thereof (or successor) shall succeed to the interest of Landlord, at the election of such holder (or successor) Tenant shall attorn to such holder and this Lease shall continue in full force and effect between such holder (or successor) and Tenant. Tenant agrees to execute such instruments of subordination or attornment in confirmation of the foregoing agreements as such holder may reasonably request. Tenant hereby agrees that failure of Tenant to execute and deliver any agreement to be delivered by Tenant pursuant to the terms hereof shall be deemed a Default of Tenant hereunder entitling Landlord to the same rights and remedies against Tenant as a failure by Tenant to pay Basic Rent when due under this Lease. Landlord hereby covenants and agrees with Tenant that Landlord shall request a non-disturbance, attornment and recognition agreement for its existing mortgagee and hereby covenants and agrees to use good faith efforts to obtain a non-

disturbance, attornment and recognition agreement to be entered into by and between Landlord, Tenant and the existing mortgagee on the property, all in form and substance reasonably satisfactory to Landlord, Tenant and the existing mortgage. Failure of Landlord to obtain such an agreement (provided that Landlord has complied with its obligations hereunder) shall not affect the validity of this Lease nor entitle Tenant to any rights, actions or remedies against Landlord. 14.16 STATUS REPORT. Recognizing that both parties may find it necessary to establish to third parties, such as accountants, banks, mortgagees, ground lessors, or the like, the then current status of performance hereunder, either party, on the request of the other made from time to time, will promptly furnish to Landlord, or the holder of any mortgage or ground lease encumbering the Premises, or to Tenant, as the case may be, a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgement that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. 14.17 SECURITY DEPOSIT. Intentionally Omitted. 14.18 REMEDYING DEFAULTS. Landlord shall have the right, but shall not be required, to pay such sums or to do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the failure or neglect of Tenant to perform any of the provisions of this Lease, and in the event of the exercise of such right by Landlord, Tenant agrees to pay to Landlord forthwith upon demand all such sums, together with interest thereon at a rate equal to 3% over the prime rate in effect from time to time at the Bank of Boston (but in no event greater than 18% per annum), as an additional charge. Any payment of Basic Rent, Escalation Charges or other sums payable hereunder not paid when due shall, at the option of Landlord, bear interest at a rate equal to 3% over the prime rate in effect from time to time at the Bank of Boston (but in no event greater than 18% per

disturbance, attornment and recognition agreement to be entered into by and between Landlord, Tenant and the existing mortgagee on the property, all in form and substance reasonably satisfactory to Landlord, Tenant and the existing mortgage. Failure of Landlord to obtain such an agreement (provided that Landlord has complied with its obligations hereunder) shall not affect the validity of this Lease nor entitle Tenant to any rights, actions or remedies against Landlord. 14.16 STATUS REPORT. Recognizing that both parties may find it necessary to establish to third parties, such as accountants, banks, mortgagees, ground lessors, or the like, the then current status of performance hereunder, either party, on the request of the other made from time to time, will promptly furnish to Landlord, or the holder of any mortgage or ground lease encumbering the Premises, or to Tenant, as the case may be, a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgement that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. 14.17 SECURITY DEPOSIT. Intentionally Omitted. 14.18 REMEDYING DEFAULTS. Landlord shall have the right, but shall not be required, to pay such sums or to do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the failure or neglect of Tenant to perform any of the provisions of this Lease, and in the event of the exercise of such right by Landlord, Tenant agrees to pay to Landlord forthwith upon demand all such sums, together with interest thereon at a rate equal to 3% over the prime rate in effect from time to time at the Bank of Boston (but in no event greater than 18% per annum), as an additional charge. Any payment of Basic Rent, Escalation Charges or other sums payable hereunder not paid when due shall, at the option of Landlord, bear interest at a rate equal to 3% over the prime rate in effect from time to time at the Bank of Boston (but in no event greater than 18% per annum) from the date which is 5 days after the due date thereof and shall be payable forthwith on demand by Landlord, as an additional charge. 14.19 HOLDING OVER. Any holding over by Tenant after the expiration of the Term of this Lease shall be treated as a daily tenancy at sufferance at a rate equal to the then fair rental value of the Premises but in no event less than twice the sum of (i) Fixed Rent and (ii) Escalation Charges in effect on the expiration date. Tenant shall also pay to Landlord all damages, direct and/or indirect (including any loss of a tenant or rental income), sustained by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions set forth

in this Lease as far as applicable. The Landlord may, but shall not be required to, and only on written notice to Tenant after the expiration of the Term hereof, elect to treat such holding over as an extension of the Term of this Lease for a period of up to one (1) year, as designated by Landlord, such extension to be on the terms and conditions set forth in this Section 14.19. 14.20 WAIVER OF SUBROGATION. Insofar as, and to the extent that, the following provision shall not make it impossible to secure insurance coverage obtainable from responsible insurance companies doing business in the locality in which the Property is located (even though extra premium may result therefrom) Landlord and Tenant mutually agree that any property damage insurance carried by either shall provide for the waiver by the insurance carrier of any right of subrogation against the other, and they further mutually agree that, with respect to any damage to property, the loss from which is covered by insurance then being carried by them, respectively, the one carrying such insurance and suffering such loss releases the other of and from any and all claims with respect to such loss to the extent of the insurance proceeds paid with respect thereto. 14.21 SURRENDER OF PREMISES. Upon the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably quit and surrender to Landlord the Premises in neat and clean condition and in good order, condition and repair, together with all alterations, additions and improvements which may have been made or installed in, on or to the Premises prior to or during the Term of this Lease, excepting only ordinary wear and use and damage by fire or other casualty for which, under other provisions of this Lease, Tenant has no responsibility of repair and restoration. Tenant shall remove all of Tenant's Removable Property and, to the extent specified by Landlord, all alterations and additions made by Tenant and all partitions wholly within the Premises; and shall repair any damage to the Premises or the Building caused by such removal. Any Tenant's Removable Property which shall remain in the Building or on the Premises after the expiration or termination of the Term of

in this Lease as far as applicable. The Landlord may, but shall not be required to, and only on written notice to Tenant after the expiration of the Term hereof, elect to treat such holding over as an extension of the Term of this Lease for a period of up to one (1) year, as designated by Landlord, such extension to be on the terms and conditions set forth in this Section 14.19. 14.20 WAIVER OF SUBROGATION. Insofar as, and to the extent that, the following provision shall not make it impossible to secure insurance coverage obtainable from responsible insurance companies doing business in the locality in which the Property is located (even though extra premium may result therefrom) Landlord and Tenant mutually agree that any property damage insurance carried by either shall provide for the waiver by the insurance carrier of any right of subrogation against the other, and they further mutually agree that, with respect to any damage to property, the loss from which is covered by insurance then being carried by them, respectively, the one carrying such insurance and suffering such loss releases the other of and from any and all claims with respect to such loss to the extent of the insurance proceeds paid with respect thereto. 14.21 SURRENDER OF PREMISES. Upon the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably quit and surrender to Landlord the Premises in neat and clean condition and in good order, condition and repair, together with all alterations, additions and improvements which may have been made or installed in, on or to the Premises prior to or during the Term of this Lease, excepting only ordinary wear and use and damage by fire or other casualty for which, under other provisions of this Lease, Tenant has no responsibility of repair and restoration. Tenant shall remove all of Tenant's Removable Property and, to the extent specified by Landlord, all alterations and additions made by Tenant and all partitions wholly within the Premises; and shall repair any damage to the Premises or the Building caused by such removal. Any Tenant's Removable Property which shall remain in the Building or on the Premises after the expiration or termination of the Term of this Lease shall be deemed conclusively to have been abandoned, and either may be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit, at Tenant's sole cost and expense. 14.22 SUBSTITUTE SPACE. Intentionally Omitted. 14.23 BROKERAGE. Tenant warrants and represents that Tenant has dealt with no broker in connection with the consummation of this Lease other than Hunneman Commercial and Lynch, Murphy, Walsh and Partners (collectively, the "Broker"), and, in the event of any brokerage claims against Landlord predicated upon

prior dealings with Tenant, Tenant agrees to defend the same and indemnify Landlord against any such claim (except any claim by the Broker which shall be paid by Landlord pursuant to its agreement with the Broker). 14.24 SPECIAL TAXATION PROVISIONS. Intentionally Omitted. 14.25 HAZARDOUS MATERIALS. (a) Tenant shall not (either with or without negligence) cause or permit the escape, disposal, release or threat of release of any biologically or chemically active or other Hazardous Materials (as said term is hereafter defined) on, in, upon or under the Property or the Premises. Tenant shall not allow the generation, storage, use or disposal of such Hazardous Materials in any manner not sanctioned by all applicable laws for the generation, storage, use and disposal of such Hazardous Materials, nor allow to be brought into the Property any such Hazardous Materials except for use in the ordinary course of Tenant's business in compliance with all applicable laws, and then only after written notice is given to Landlord of the identity of such Hazardous Materials. Hazardous Materials shall include, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. # 1251 et seq. (33 U.S.C. 1321) or listed pursuant to # 307 of the Federal Water Pollution Control Act (33 U.S.C. # 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. # 6901 et seq. (42 U.S.C. # 6903), (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. # 9601 et seq. (42 U.S.C. # 9601), as amended, or (vi) defined as "oil" or a "hazardous waste", a "hazardous substance", a "hazardous material" or a "toxic material" under any other law, rule or regulation applicable to the Property, including, without limitation, Chapter 21E of the Massachusetts General Laws, as amended. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges but only to the

prior dealings with Tenant, Tenant agrees to defend the same and indemnify Landlord against any such claim (except any claim by the Broker which shall be paid by Landlord pursuant to its agreement with the Broker). 14.24 SPECIAL TAXATION PROVISIONS. Intentionally Omitted. 14.25 HAZARDOUS MATERIALS. (a) Tenant shall not (either with or without negligence) cause or permit the escape, disposal, release or threat of release of any biologically or chemically active or other Hazardous Materials (as said term is hereafter defined) on, in, upon or under the Property or the Premises. Tenant shall not allow the generation, storage, use or disposal of such Hazardous Materials in any manner not sanctioned by all applicable laws for the generation, storage, use and disposal of such Hazardous Materials, nor allow to be brought into the Property any such Hazardous Materials except for use in the ordinary course of Tenant's business in compliance with all applicable laws, and then only after written notice is given to Landlord of the identity of such Hazardous Materials. Hazardous Materials shall include, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. # 1251 et seq. (33 U.S.C. 1321) or listed pursuant to # 307 of the Federal Water Pollution Control Act (33 U.S.C. # 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. # 6901 et seq. (42 U.S.C. # 6903), (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. # 9601 et seq. (42 U.S.C. # 9601), as amended, or (vi) defined as "oil" or a "hazardous waste", a "hazardous substance", a "hazardous material" or a "toxic material" under any other law, rule or regulation applicable to the Property, including, without limitation, Chapter 21E of the Massachusetts General Laws, as amended. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges but only to the extent that such requirement results from the acts or omissions of Tenant or Tenant's agents, servants, employees, invitees or independent contractors. In addition, Tenant shall execute affidavits, representations and the like, from time to time, at Landlord's request concerning Tenant's actual knowledge and belief regarding the presence of Hazardous Materials on the Premises. In all events, Tenant shall indemnify, defend and save Landlord harmless from any and all loss, cost, damages, penalties, fines, expenses or fees including, without limitation, legal fees and other professional

fees and expenses sustained or incurred by Landlord resulting from any release or threat of release or the presence or existence of Hazardous Materials on the Premises occurring while Tenant is in possession to the extent caused by or resulting from the acts or omissions of Tenant or Tenant's agents, servants, employees, invitees or independent contractors, or elsewhere on the Property if caused by Tenant or Tenant's agents, servants, employees, invitees or independent contractors. The covenants and indemnity contained in this Section 14.25(a) shall survive the expiration or earlier termination of the Term of this Lease. Landlord expressly reserves the right to enter the Premises to perform regular inspections in accordance with the provisions of Section 11.1 of this Lease. In exercising its right to enter the Premises to perform regular inspections, Landlord shall use good faith efforts to avoid unnecessary interference with Tenant's use of the Premises. (b) As used in this Section 14.25(b), the term "Reports" shall mean and include the following reports and all appendices and attachments annexed thereto: (i) that certain Phase I Environmental Site Assessment for 100 and 110 Fordham Road, Wilmington, Massachusetts M&H Project No.: 15825-E Cetco Project No.: 880199, dated March 15, 1988 prepared by Teresa M. Martin, Director, Site Assessments approved by Raymond F. Leather, Manager, Environmental Engineering by Certified Engineering & Testing Co., Inc., 25 Mathewson Drive, Weymouth, Massachusetts 02189; (ii) that certain Report of Findings Ground Water Sampling and Data Summary, Honeywell Facility, 110 Fordham Road, Wilmington, Massachusetts submitted to Jon D. Pakarinen, Honeywell, Inc., Honeywell Plaza, Minneapolis, Minnesota 55408 submitted by: Ground Water Technology, Inc., 220 Norwood Park South, Norwood, Massachusetts 02062 dated July 1989, prepared by Kathleen Donovan, Geologist, Paola E. Macchiaroli, Hydrogeologist, Project Manager and Richard G. Kowalski, Senior Hydrologist, District Manager;

fees and expenses sustained or incurred by Landlord resulting from any release or threat of release or the presence or existence of Hazardous Materials on the Premises occurring while Tenant is in possession to the extent caused by or resulting from the acts or omissions of Tenant or Tenant's agents, servants, employees, invitees or independent contractors, or elsewhere on the Property if caused by Tenant or Tenant's agents, servants, employees, invitees or independent contractors. The covenants and indemnity contained in this Section 14.25(a) shall survive the expiration or earlier termination of the Term of this Lease. Landlord expressly reserves the right to enter the Premises to perform regular inspections in accordance with the provisions of Section 11.1 of this Lease. In exercising its right to enter the Premises to perform regular inspections, Landlord shall use good faith efforts to avoid unnecessary interference with Tenant's use of the Premises. (b) As used in this Section 14.25(b), the term "Reports" shall mean and include the following reports and all appendices and attachments annexed thereto: (i) that certain Phase I Environmental Site Assessment for 100 and 110 Fordham Road, Wilmington, Massachusetts M&H Project No.: 15825-E Cetco Project No.: 880199, dated March 15, 1988 prepared by Teresa M. Martin, Director, Site Assessments approved by Raymond F. Leather, Manager, Environmental Engineering by Certified Engineering & Testing Co., Inc., 25 Mathewson Drive, Weymouth, Massachusetts 02189; (ii) that certain Report of Findings Ground Water Sampling and Data Summary, Honeywell Facility, 110 Fordham Road, Wilmington, Massachusetts submitted to Jon D. Pakarinen, Honeywell, Inc., Honeywell Plaza, Minneapolis, Minnesota 55408 submitted by: Ground Water Technology, Inc., 220 Norwood Park South, Norwood, Massachusetts 02062 dated July 1989, prepared by Kathleen Donovan, Geologist, Paola E. Macchiaroli, Hydrogeologist, Project Manager and Richard G. Kowalski, Senior Hydrologist, District Manager; (iii) that certain Environmental Site Assessment, Honeywell, Inc. Facility, 110 Fordham Road, Wilmington, Massachusetts submitted to Honeywell, Inc., Two Forbes Road, Lexington, Massachusetts 02173 submitted by Ground Water Technology, Inc., 220 Norwood Park South, Norwood, Massachusetts 02062 dated April 1988, prepared by Ronda L. Fisher, Geologist, Keith G. Angell, District Manager and Paola E. Macchiaroli, Geologist, Project Manager; (iv) those matters referred to in that certain letter dated March 15, 1988 addressed to Mr. Robert Weiland,

Marion Harris, Inc., 110 East 42nd Street, New York, New York 10007 from Deborah Azrael, Manager, Publications Department, Certified Engineering and Testing Co., Inc. Wherever used in this Section 14.25, the phrases "To the best of" a party's "knowledge" or a party's "actual knowledge" or similar words are used, such phrases shall mean the actual knowledge of such party making the representation as of the date of making such representation or statement and such representation and actual knowledge shall mean that no independent investigation, inquiry, inspection or examination of the matters referred to therein have been made with respect to the matter referred to. Landlord hereby represents and warrants the following: (i) To the best of Landlord's knowledge and except as otherwise disclosed in the Reports, the Property (including the Premises) does not presently contain and is free from all Hazardous Materials except such Hazardous Materials as are used by other tenants or occupants of the Property in accordance with their normal business operations; (ii) Except as otherwise disclosed in the Reports, Landlord has not transported or caused to be transported any Hazardous Materials to or from the Property (including the Premises); (iii) To the best of Landlord's knowledge and except as otherwise disclosed in the Reports, Landlord has not received and is not aware of any notification from any Federal, State, County or City agency or authority relating to Hazardous Materials in or near the Property (including the Premises) with the exception only of that certain Notice of Responsibility pursuant to MGL Chapter 21(E), DEQE Case No. 3-1282 issued to Honeywell

Marion Harris, Inc., 110 East 42nd Street, New York, New York 10007 from Deborah Azrael, Manager, Publications Department, Certified Engineering and Testing Co., Inc. Wherever used in this Section 14.25, the phrases "To the best of" a party's "knowledge" or a party's "actual knowledge" or similar words are used, such phrases shall mean the actual knowledge of such party making the representation as of the date of making such representation or statement and such representation and actual knowledge shall mean that no independent investigation, inquiry, inspection or examination of the matters referred to therein have been made with respect to the matter referred to. Landlord hereby represents and warrants the following: (i) To the best of Landlord's knowledge and except as otherwise disclosed in the Reports, the Property (including the Premises) does not presently contain and is free from all Hazardous Materials except such Hazardous Materials as are used by other tenants or occupants of the Property in accordance with their normal business operations; (ii) Except as otherwise disclosed in the Reports, Landlord has not transported or caused to be transported any Hazardous Materials to or from the Property (including the Premises); (iii) To the best of Landlord's knowledge and except as otherwise disclosed in the Reports, Landlord has not received and is not aware of any notification from any Federal, State, County or City agency or authority relating to Hazardous Materials in or near the Property (including the Premises) with the exception only of that certain Notice of Responsibility pursuant to MGL Chapter 21(E), DEQE Case No. 3-1282 issued to Honeywell Corporation dated January 21, 1988. The representations and warranties of Landlord made in this Section 14.25 (b) are made as of the date of this Lease and shall survive any expiration or earlier termination of this Lease. 14.26 NET LEASE. This is, and is intended to be, a Net Lease, and accordingly, except as expressly otherwise provided for herein, all charges, assessments and impositions made upon the Property and all costs, expenses and other obligations paid or incurred by Landlord of any kind or nature whatsoever in insuring, maintaining and/or repairing the Premises or the Building or the Property or any additions to the Building shall be included in determining Landlord's costs of which Tenant is obligated to pay a pro rata share or the entirety, as the case may be, as provided hereinabove.

14.27 GOVERNING LAW. This Lease shall be governed exclusively by the provisions hereof and by the laws of the Commonwealth of Massachusetts, as the same may from time to time exist. Tenant and Landlord each hereby consent to be subject to the jurisdiction of all state and federal courts sitting in The Commonwealth of Massachusetts in connection with any dispute arising out of this Lease. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed, under seal, by persons hereunto duly authorized, in multiple copies, each to be considered an original hereof, as of the date first set forth above.
TENANT: THE TIMBERLAND COMPANY /s/ John R. Ranelli __________________________ John R Ranelli __________________________ LANDLORD: TALBOT OPERATIONS, INC. /s/ Susan Hoffman By: ____________________________ Susan Hoffman VP, Citibank, as agent Its: _________________________

By:

Its:

EXHIBIT E

(ITEMS INCLUDED IN BUILDING/

14.27 GOVERNING LAW. This Lease shall be governed exclusively by the provisions hereof and by the laws of the Commonwealth of Massachusetts, as the same may from time to time exist. Tenant and Landlord each hereby consent to be subject to the jurisdiction of all state and federal courts sitting in The Commonwealth of Massachusetts in connection with any dispute arising out of this Lease. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed, under seal, by persons hereunto duly authorized, in multiple copies, each to be considered an original hereof, as of the date first set forth above.
TENANT: THE TIMBERLAND COMPANY /s/ John R. Ranelli __________________________ John R Ranelli __________________________ LANDLORD: TALBOT OPERATIONS, INC. /s/ Susan Hoffman By: ____________________________ Susan Hoffman VP, Citibank, as agent Its: _________________________

By:

Its:

EXHIBIT E

(ITEMS INCLUDED IN BUILDING/ UTILITY COSTS AND OPERATING EXPENSES) A. Without limitation, Building Energy/Utility Costs shall include: Costs for electricity, fuel, oil, gas, steam, water and sewer use charges and other utilities supplied to the Property and not paid for directly by tenants. Building Energy/Utility Costs shall not include Tenant Electricity Expenses, as defined in Sec. 7.5 of this Lease. B. Without limitation, Operating Expenses shall include: 1. All expenses incurred by Landlord or Landlord's agents which shall be directly related to employment of personnel, including amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and similar taxes, workmen's compensation insurance, disability benefits, pensions, hospitalization, retirement plans and group insurance, uniforms and working clothes and the cleaning thereof, and expenses imposed on Landlord or Landlord's agents in connection with the operation, repair, maintenance, cleaning, management and protection of the Property, and its mechanical systems including, without limitation, day and night supervisors, property manager, accountants, bookkeepers, janitors, carpenters, engineers, mechanics, electricians and plumbers and personnel engaged in supervision of any of the persons mentioned above: provided that, if any such employee is also employed on other property of Landlord, such compensation shall be suitably allocated by Landlord among the Property and such other properties. 2. The cost of services, materials and supplies furnished or used in the operation, repair, maintenance, cleaning, management and protection of the Property including, without limitation, fees and assessments, if any, imposed upon Landlord, or charged to the Property, by any governmental agency or authority or other duly authorized private or public entity on account of public safety services, transit, housing, police, fire, sanitation or other services or purported benefits. 3. The cost of replacements for tools and other similar equipment used in the repair, maintenance, cleaning and protection of the Property, provided that, in the case of any such equipment used jointly on other property of Landlord, such

costs shall be allocated by Landlord among the Property and such other properties.

EXHIBIT E

(ITEMS INCLUDED IN BUILDING/ UTILITY COSTS AND OPERATING EXPENSES) A. Without limitation, Building Energy/Utility Costs shall include: Costs for electricity, fuel, oil, gas, steam, water and sewer use charges and other utilities supplied to the Property and not paid for directly by tenants. Building Energy/Utility Costs shall not include Tenant Electricity Expenses, as defined in Sec. 7.5 of this Lease. B. Without limitation, Operating Expenses shall include: 1. All expenses incurred by Landlord or Landlord's agents which shall be directly related to employment of personnel, including amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and similar taxes, workmen's compensation insurance, disability benefits, pensions, hospitalization, retirement plans and group insurance, uniforms and working clothes and the cleaning thereof, and expenses imposed on Landlord or Landlord's agents in connection with the operation, repair, maintenance, cleaning, management and protection of the Property, and its mechanical systems including, without limitation, day and night supervisors, property manager, accountants, bookkeepers, janitors, carpenters, engineers, mechanics, electricians and plumbers and personnel engaged in supervision of any of the persons mentioned above: provided that, if any such employee is also employed on other property of Landlord, such compensation shall be suitably allocated by Landlord among the Property and such other properties. 2. The cost of services, materials and supplies furnished or used in the operation, repair, maintenance, cleaning, management and protection of the Property including, without limitation, fees and assessments, if any, imposed upon Landlord, or charged to the Property, by any governmental agency or authority or other duly authorized private or public entity on account of public safety services, transit, housing, police, fire, sanitation or other services or purported benefits. 3. The cost of replacements for tools and other similar equipment used in the repair, maintenance, cleaning and protection of the Property, provided that, in the case of any such equipment used jointly on other property of Landlord, such

costs shall be allocated by Landlord among the Property and such other properties. 4. Premiums for insurance against damage or loss to the Building from such hazards as shall from time to time be generally required by institutional mortgages in the Boston area for similar properties, including, but not by way of limitation, insurance covering loss of rent attributable to any such hazards, and public liability insurance. 5. Where the Property is managed by Landlord or an affiliate of Landlord, a sum equal to the amounts customarily charged by management firms in the Boston area for similar properties, but in no event more than six percent (6%) of gross annual income, whether or not actually paid, or where managed by other than Landlord or an affiliate thereof, the amounts accrued for management, together with, in either case, amounts accrued for legal and other professional fees relating to the Property, but excluding such fees and commissions paid in connection with services rendered for securing or renewing leases and for matters not related to the normal administration and operation of the Building. 6. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Operating Expenses for the Operating Year in which it was made, there shall nevertheless be included in such Operating Expenses for the Operating Year in which it was made and in Operating Expenses for each succeeding Operating Year, and annual charge-off of such capital expenditure. The annual charge-off shall be determined by dividing the original capital expenditure plus an interest factor, reasonably determined by Landlord, as being the interest rate then being charged for long-term mortgages, by institutional lenders on like properties within the locality in which the Building is located, by the number of years of useful life of the capital expenditure, and the useful life shall be determined reasonably by Landlord in accordance with generally

costs shall be allocated by Landlord among the Property and such other properties. 4. Premiums for insurance against damage or loss to the Building from such hazards as shall from time to time be generally required by institutional mortgages in the Boston area for similar properties, including, but not by way of limitation, insurance covering loss of rent attributable to any such hazards, and public liability insurance. 5. Where the Property is managed by Landlord or an affiliate of Landlord, a sum equal to the amounts customarily charged by management firms in the Boston area for similar properties, but in no event more than six percent (6%) of gross annual income, whether or not actually paid, or where managed by other than Landlord or an affiliate thereof, the amounts accrued for management, together with, in either case, amounts accrued for legal and other professional fees relating to the Property, but excluding such fees and commissions paid in connection with services rendered for securing or renewing leases and for matters not related to the normal administration and operation of the Building. 6. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Operating Expenses for the Operating Year in which it was made, there shall nevertheless be included in such Operating Expenses for the Operating Year in which it was made and in Operating Expenses for each succeeding Operating Year, and annual charge-off of such capital expenditure. The annual charge-off shall be determined by dividing the original capital expenditure plus an interest factor, reasonably determined by Landlord, as being the interest rate then being charged for long-term mortgages, by institutional lenders on like properties within the locality in which the Building is located, by the number of years of useful life of the capital expenditure, and the useful life shall be determined reasonably by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of making such expenditure. 7. Betterment assessments provided the same are apportioned equally over the longest period permitted by law. 8. Amounts paid to independent contractors for services, materials and supplies furnished for the operation, repair, maintenance, cleaning and protection of the Property.

Exhibit 10.11(i) $100,000,000 CREDIT AGREEMENT dated as of May 13, 1993 among The Timberland Company The Banks Listed Herein and Morgan Guaranty Trust Company of New York, as Administrative Agent
TABLE OF CONTENTS* Page ----

ARTICLE I DEFINITIONS

Exhibit 10.11(i) $100,000,000 CREDIT AGREEMENT dated as of May 13, 1993 among The Timberland Company The Banks Listed Herein and Morgan Guaranty Trust Company of New York, as Administrative Agent
TABLE OF CONTENTS* Page ----

ARTICLE I DEFINITIONS SECTION 1.01 1.02 1.03 Definitions Accounting Terms and Determinations Types of Borrowings

1 19 19

ARTICLE II THE CREDITS SECTION 2.01 Commitments to Lend 20 2.02 Notice of Committed Borrowings 20 2.03 Money Market Borrowings 21 2.04 Notice to Banks; Funding of Loans 24 _________________________ *The Table of Contents is not a part of this Agreement.

2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18

Notes Maturity of Loans Method of Electing Interest Rates Interest Rates Facility Fees Mandatory Termination or Reduction of Commitments Optional Termination or Reduction of Commitments Optional Prepayments Mandatory Prepayments General Provisions as to Payments Funding Losses Computation of Interest and Fees Judgment Currency Foreign Subsidiary Costs

25 26 26 28 32 32 32 33 33 34 35 35 35 36

ARTICLE III ACCEPTANCES SECTION 3.01 3.02 3.03 Additional Definitions Commitments to Create Acceptances Method of Drawing 37 39 39

2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18

Notes Maturity of Loans Method of Electing Interest Rates Interest Rates Facility Fees Mandatory Termination or Reduction of Commitments Optional Termination or Reduction of Commitments Optional Prepayments Mandatory Prepayments General Provisions as to Payments Funding Losses Computation of Interest and Fees Judgment Currency Foreign Subsidiary Costs

25 26 26 28 32 32 32 33 33 34 35 35 35 36

ARTICLE III ACCEPTANCES SECTION 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 3.09 Additional Definitions Commitments to Create Acceptances Method of Drawing Payment of Acceptance Obligations Conditions to Drawings Representations and Warranties with Respect to Acceptances Default; Mandatory Prepayment Amendments and Waivers Extension of Acceptance Facility Termination Date 37 39 39 42 42 43 44 45 45

ARTICLE IV CONDITIONS SECTION 4.01 4.02 4.03 Closing Borrowings First Borrowing by Each Eligible Subsidiary 45 46 47

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 5.01 5.02 Corporate Existence and Power Corporate and Governmental 48

2
Authorization; No Contravention Binding Effect Financial Information Litigation Compliance with ERISA Environmental Matters Taxes Subsidiaries Not an Investment Company Full Disclosure 48 48 48 49 49 49 50 50 50 50

5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11

ARTICLE VI COVENANTS SECTION 6.01 6.02 6.03 6.04 Information Payment of Obligations Maintenance of Property; Insurance Conduct of Business and Maintenance of Existence 51 54 54 54

5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11

Authorization; No Contravention Binding Effect Financial Information Litigation Compliance with ERISA Environmental Matters Taxes Subsidiaries Not an Investment Company Full Disclosure

48 48 48 49 49 49 50 50 50 50

ARTICLE VI COVENANTS SECTION 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 Information Payment of Obligations Maintenance of Property; Insurance Conduct of Business and Maintenance of Existence Compliance with Laws Inspection of Property, Books and Records Fixed Charge Coverage Ratio Debt Minimum Consolidated Tangible Net Worth Restricted Payments Investments Maintenance of Ownership of Subsidiaries Negative Pledge Consolidations, Mergers and Sales of Assets No Prepayment of Note Agreement Debt Transactions With Affiliates Use of Proceeds 51 54 54 54 55 55 55 55 57 57 58 58 59 60 60 60 61

ARTICLE VII DEFAULTS SECTION 7.01 7.02 Events of Default Notice of Default 61 64

ARTICLE VIII THE Administrative Agent

SECTION 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09

Appointment and Authorization Administrative Agent and Affiliates. Action by Administrative Agent Consultation with Experts Liability of Administrative Agent Indemnification Credit Decision Successor Administrative Agent Administrative Agent's Fee

64 65 65 65 65 66 66 66 67

ARTICLE IX CHANGE IN CIRCUMSTANCES SECTION 9.01 9.02 9.03 9.04 9.05 Basis for Determining Interest Rate Inadequate or Unfair Illegality Increased Cost and Reduced Return Taxes Base Rate Loans Substituted for Affected Fixed Rate Loans

67 68 68 70

SECTION 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09

Appointment and Authorization Administrative Agent and Affiliates. Action by Administrative Agent Consultation with Experts Liability of Administrative Agent Indemnification Credit Decision Successor Administrative Agent Administrative Agent's Fee

64 65 65 65 65 66 66 66 67

ARTICLE IX CHANGE IN CIRCUMSTANCES SECTION 9.01 9.02 9.03 9.04 9.05 Basis for Determining Interest Rate Inadequate or Unfair Illegality Increased Cost and Reduced Return Taxes Base Rate Loans Substituted for Affected Fixed Rate Loans and Acceptances HLT Classification

67 68 68 70

9.06

72 73

ARTICLE X REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES SECTION 10.01 10.02 10.03 10.04 Corporate Existence and Power Corporate and Governmental Authorization; Contravention Binding Effect Taxes 74 74 74 74

ARTICLE XI GUARANTY SECTION 11.01 11.02 11.03 The Guaranty Guaranty Unconditional Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances Waiver by the Company Subrogation Stay of Acceleration 75 75

11.04 11.05 11.06

76 76 76 77

4
ARTICLE XII MISCELLANEOUS SECTION 12.01 12.02 12.03 12.04 12.05 12.06 12.07 12.08 12.09 12.10 12.11 Notices No Waivers Expenses; Documentary Taxes; Indemnification Sharing of Set-Offs Amendments and Waivers Successors and Assigns Collateral Confidentiality Governing Law; Submission to Jurisdiction Counterparts; Integration; Effectiveness Waiver of Jury Trial 77 77 78 78 79 79 81 81 82 82 82

Schedule I -

Existing Debt and Liens

ARTICLE XII MISCELLANEOUS SECTION 12.01 12.02 12.03 12.04 12.05 12.06 12.07 12.08 12.09 12.10 12.11 Notices No Waivers Expenses; Documentary Taxes; Indemnification Sharing of Set-Offs Amendments and Waivers Successors and Assigns Collateral Confidentiality Governing Law; Submission to Jurisdiction Counterparts; Integration; Effectiveness Waiver of Jury Trial 77 77 78 78 79 79 81 81 82 82 82

Schedule I Schedule II Schedule III Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G -

Existing Debt and Liens Subsidiaries Approved Foreign Distributors Note Notice of Committed Borrowing Money Market Quote Invitation Money Market Quote Form of Draft Opinion of Counsel for the Company Opinion of Special Counsel for the Administrative Agent Form of Election to Participate Form of Election to Terminate Opinion of Counsel for the Borrower Form of Assignment and Assumption Agreement 5

Exhibit H Exhibit I Exhibit J Exhibit K -

Exhibit L -

Form of Request for Extension of Acceptance Facility Termination Date

CREDIT AGREEMENT AGREEMENT dated as of May 13, 1993 among THE TIMBERLAND COMPANY, the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent. WHEREAS, the Company wishes to be able to borrow or cause eligible subsidiaries to borrow under its guaranty up to $100,000,000 on a revolving credit basis or through the creation and discounting of acceptances; and WHEREAS, the Banks are willing to make such loans and create and discount such acceptances, all on the terms and conditions set forth herein;

Exhibit L -

Form of Request for Extension of Acceptance Facility Termination Date

CREDIT AGREEMENT AGREEMENT dated as of May 13, 1993 among THE TIMBERLAND COMPANY, the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent. WHEREAS, the Company wishes to be able to borrow or cause eligible subsidiaries to borrow under its guaranty up to $100,000,000 on a revolving credit basis or through the creation and discounting of acceptances; and WHEREAS, the Banks are willing to make such loans and create and discount such acceptances, all on the terms and conditions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. DEFINITIONS. The following terms, as used herein, have the following meanings: "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03. "Acceptance" has the meaning set forth in Section 3.01. "Acceptance Obligation" has the meaning set forth in Section 3.01. "Additional Permitted Long-Term Debt" means Permitted Long-Term Debt other than the first $20,000,000 aggregate principal amount of Permitted Long-Term Debt 6

incurred by the Company and its Subsidiaries and any refinancings, extensions or renewals thereof. "Adjusted CD Rate" has the meaning set forth in Section 2.08(b). "Adjusted Interbank Offered Rate" has the meaning set forth in Section 2.08(c). "Administrative Agent" means Morgan Guaranty Trust Company of New York in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity. "Administrative Questionnaire" means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Company) duly completed by such Bank. "Affiliate" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Company (a "Controlling Person") or (ii) any Person (other than the Company or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

incurred by the Company and its Subsidiaries and any refinancings, extensions or renewals thereof. "Adjusted CD Rate" has the meaning set forth in Section 2.08(b). "Adjusted Interbank Offered Rate" has the meaning set forth in Section 2.08(c). "Administrative Agent" means Morgan Guaranty Trust Company of New York in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity. "Administrative Questionnaire" means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Company) duly completed by such Bank. "Affiliate" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Company (a "Controlling Person") or (ii) any Person (other than the Company or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office. "Assessment Rate" has the meaning set forth in Section 2.08(b). "Assets Component" means, at any date, an amount equal to the sum of (i) 85% of the aggregate amount of Eligible Receivables at such date, (ii) 60% of the aggregate amount of footwear inventories at such date that (A) are current or next season inventories (determined on a basis 7

consistent with the Company's existing inventory accounting system) and (B) were or would have been identified as finished goods in the notes to the consolidated financial statements referred to in Section 5.04(a) (the "Financial Statement Notes"), (iii) 30% of the aggregate amount of apparel inventories at such date that (A) are current or next season inventories (determined on basis consistent with the Company's existing inventory accounting system) and (B) were or would have been identified as finished goods in the Financial Statement Notes, and (iv) 20% of the aggregate amount of inventories at such date that were or would have been identified as raw materials in the Financial Statement Notes; PROVIDED that the sum of the amounts determined pursuant to clauses (ii), (iii) and (iv) above shall not exceed the amount determined pursuant to clause (i) above (i.e., the portion of the Assets Component attributable to inventories shall not exceed 50% of the Assets Component). "Assignee" has the meaning set forth in Section 12.06(c). "Available Amount" means, on any day, the lesser of (i) the aggregate amount of the Commitments on such day and (ii) the Borrowing Base for such day. "Bank" means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to

consistent with the Company's existing inventory accounting system) and (B) were or would have been identified as finished goods in the notes to the consolidated financial statements referred to in Section 5.04(a) (the "Financial Statement Notes"), (iii) 30% of the aggregate amount of apparel inventories at such date that (A) are current or next season inventories (determined on basis consistent with the Company's existing inventory accounting system) and (B) were or would have been identified as finished goods in the Financial Statement Notes, and (iv) 20% of the aggregate amount of inventories at such date that were or would have been identified as raw materials in the Financial Statement Notes; PROVIDED that the sum of the amounts determined pursuant to clauses (ii), (iii) and (iv) above shall not exceed the amount determined pursuant to clause (i) above (i.e., the portion of the Assets Component attributable to inventories shall not exceed 50% of the Assets Component). "Assignee" has the meaning set forth in Section 12.06(c). "Available Amount" means, on any day, the lesser of (i) the aggregate amount of the Commitments on such day and (ii) the Borrowing Base for such day. "Bank" means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 12.06(c), and their respective successors. "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day. "Base Rate Loan" means (i) a Committed Loan which bears interest at a rate determined on the basis of the Base Rate pursuant to the applicable Notice of Committed 8

Borrowing or Notice of Interest Rate Election or the provisions of Article IX or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue. "Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group. "Borrower" means the Company or any Eligible Subsidiary, as the context may require, and their respective successors, and "Borrowers" means all of the foregoing. "Borrowing" has the meaning set forth in Section 1.03. "Borrowing Base" means, for any day, an amount equal to (i) the Assets Component set forth in the certificate that, as of the date two days prior to such day, was most recently required to be delivered pursuant to Section 6.01(e) LESS (ii) the sum of (A) the Specified Reduction for such day, (B) 50% of the aggregate principal amount of Permitted Long-Term Debt incurred on or after the Effective Date and outstanding on such day, to the extent that such aggregate principal amount does not exceed $20,000,000, (C) 100% of the aggregate principal amount of Permitted Long-Term Debt incurred on or after the Effective Date and outstanding on such day, to the extent that such aggregate principal amount exceeds $20,000,000 and (D) the aggregate principal amount of Permitted Short-Term Debt outstanding on such day. "Calculation Period" means, with respect to any day, the period of four consecutive fiscal quarters of the Company ending on the last day of the fiscal quarter of the Company next preceding the fiscal quarter of the Company most recently ended on or prior to such day. "CD Base Rate" has the meaning set forth in Section 2.08(b).

Borrowing or Notice of Interest Rate Election or the provisions of Article IX or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue. "Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group. "Borrower" means the Company or any Eligible Subsidiary, as the context may require, and their respective successors, and "Borrowers" means all of the foregoing. "Borrowing" has the meaning set forth in Section 1.03. "Borrowing Base" means, for any day, an amount equal to (i) the Assets Component set forth in the certificate that, as of the date two days prior to such day, was most recently required to be delivered pursuant to Section 6.01(e) LESS (ii) the sum of (A) the Specified Reduction for such day, (B) 50% of the aggregate principal amount of Permitted Long-Term Debt incurred on or after the Effective Date and outstanding on such day, to the extent that such aggregate principal amount does not exceed $20,000,000, (C) 100% of the aggregate principal amount of Permitted Long-Term Debt incurred on or after the Effective Date and outstanding on such day, to the extent that such aggregate principal amount exceeds $20,000,000 and (D) the aggregate principal amount of Permitted Short-Term Debt outstanding on such day. "Calculation Period" means, with respect to any day, the period of four consecutive fiscal quarters of the Company ending on the last day of the fiscal quarter of the Company next preceding the fiscal quarter of the Company most recently ended on or prior to such day. "CD Base Rate" has the meaning set forth in Section 2.08(b). "CD Loan" means (i) a Committed Loan which bears interest at a CD Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or (ii) an overdue amount which was a CD Loan immediately before it became overdue. 9

"CD Margin" has the meaning set forth in Section 2.08(b). "CD Rate" means a rate of interest determined pursuant to Section 2.08(b) on the basis of an Adjusted CD Rate. "CD Reference Banks" means ABN AMRO Bank N.V., The First National Bank of Boston and Morgan Guaranty Trust Company of New York. "Closing Date" means the date on or after the Effective Date on which the Administrative Agent shall have received the documents specified in or pursuant to Section 4.01. "Commitment" means, with respect to each Bank, the amount set forth opposite the name of such Bank on the signature pages hereof, as such amount may be reduced from time to time pursuant to Sections 2.10 and 2.11. "Committed Loan" means a loan made by a Bank pursuant to Section 2.01; PROVIDED that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Committed Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from each such subdivision, as the case may be. "Company" means The Timberland Company, a Delaware corporation, and its successors. "Company's 1992 Form 10-K" means the Company's annual report on Form 10-K for 1992 as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. "Consolidated Debt" means at any date the Debt of the Company and its Consolidated Subsidiaries, determined

"CD Margin" has the meaning set forth in Section 2.08(b). "CD Rate" means a rate of interest determined pursuant to Section 2.08(b) on the basis of an Adjusted CD Rate. "CD Reference Banks" means ABN AMRO Bank N.V., The First National Bank of Boston and Morgan Guaranty Trust Company of New York. "Closing Date" means the date on or after the Effective Date on which the Administrative Agent shall have received the documents specified in or pursuant to Section 4.01. "Commitment" means, with respect to each Bank, the amount set forth opposite the name of such Bank on the signature pages hereof, as such amount may be reduced from time to time pursuant to Sections 2.10 and 2.11. "Committed Loan" means a loan made by a Bank pursuant to Section 2.01; PROVIDED that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Committed Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from each such subdivision, as the case may be. "Company" means The Timberland Company, a Delaware corporation, and its successors. "Company's 1992 Form 10-K" means the Company's annual report on Form 10-K for 1992 as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. "Consolidated Debt" means at any date the Debt of the Company and its Consolidated Subsidiaries, determined on a consolidated basis as of such date. "Consolidated EBITR" means, for any period, the sum of (i) consolidated net income of the Company and its Consolidated Subsidiaries for such period PLUS (ii) to the extent deducted in determining such consolidated net income, the sum of (A) Consolidated Interest Expense, (B) Consolidated Rental Expense and (C) consolidated taxes 10

of the Company and its Consolidated Subsidiaries for such period. "Consolidated Interest Expense" means, for any period, the interest expense of the Company and its Consolidated Subsidiaries determined on a consolidated basis for such period. "Consolidated Net Worth" means at any date the consolidated stockholders' equity of the Company and its Consolidated Subsidiaries (without giving effect to any write-ups or write-downs resulting from foreign currency translations after December 31, 1992) as of such date. "Consolidated Rental Expense" means, for any period, the rental expense of the Company and its Consolidated Subsidiaries (other than with respect to capital leases) determined on a consolidated basis for such period. "Consolidated Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Company in its consolidated financial statements if such statements were prepared as of such date. "Consolidated Tangible Net Worth" means at any date Consolidated Net Worth less the consolidated Intangible Assets of the Company and its Consolidated Subsidiaries, all determined as of such date. For purposes of this definition "Intangible Assets" means the amount (to the extent reflected in determining such Consolidated Net Worth) of (i) all write-ups (other than write-ups of assets of a going concern business made within twelve months after the acquisition of such business) subsequent to December 31, 1992 in the book value of any asset owned by the Company or a Consolidated Subsidiary, (ii) all Investments in unconsolidated Subsidiaries and all equity investments in Persons which are not Subsidiaries and (iii) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, anticipated future

of the Company and its Consolidated Subsidiaries for such period. "Consolidated Interest Expense" means, for any period, the interest expense of the Company and its Consolidated Subsidiaries determined on a consolidated basis for such period. "Consolidated Net Worth" means at any date the consolidated stockholders' equity of the Company and its Consolidated Subsidiaries (without giving effect to any write-ups or write-downs resulting from foreign currency translations after December 31, 1992) as of such date. "Consolidated Rental Expense" means, for any period, the rental expense of the Company and its Consolidated Subsidiaries (other than with respect to capital leases) determined on a consolidated basis for such period. "Consolidated Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Company in its consolidated financial statements if such statements were prepared as of such date. "Consolidated Tangible Net Worth" means at any date Consolidated Net Worth less the consolidated Intangible Assets of the Company and its Consolidated Subsidiaries, all determined as of such date. For purposes of this definition "Intangible Assets" means the amount (to the extent reflected in determining such Consolidated Net Worth) of (i) all write-ups (other than write-ups of assets of a going concern business made within twelve months after the acquisition of such business) subsequent to December 31, 1992 in the book value of any asset owned by the Company or a Consolidated Subsidiary, (ii) all Investments in unconsolidated Subsidiaries and all equity investments in Persons which are not Subsidiaries and (iii) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets. "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) 11

all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument, whether drawn or undrawn, (vi) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (vii) all Debt of others Guaranteed by such Person. "Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. "Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Boston are authorized by law to close. "Domestic Lending Office" means, as to each Bank, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Bank may hereafter designate as its Domestic Lending Office by notice to the Company and the Administrative Agent; PROVIDED that any Bank may so designate separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and its CD Loans, on the other hand, in which case all references herein to the Domestic Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require. "Domestic Loans" means CD Loans or Base Rate Loans or both.

all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument, whether drawn or undrawn, (vi) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (vii) all Debt of others Guaranteed by such Person. "Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. "Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Boston are authorized by law to close. "Domestic Lending Office" means, as to each Bank, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Bank may hereafter designate as its Domestic Lending Office by notice to the Company and the Administrative Agent; PROVIDED that any Bank may so designate separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and its CD Loans, on the other hand, in which case all references herein to the Domestic Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require. "Domestic Loans" means CD Loans or Base Rate Loans or both. "Domestic Reserve Percentage" has the meaning set forth in Section 2.08(b). "Draft" has the meaning set forth in Section 3.01. "Drawing" has the meaning set forth in Section 3.01. "Effective Date" means the date this Agreement becomes effective in accordance with Section 12.10. 12

"Election to Participate" means an Election to Participate substantially in the form of Exhibit H hereto. "Election to Terminate" means an Election to Terminate substantially in the form of Exhibit I hereto. "Eligible Receivables" means, at any date, the aggregate of the unpaid portions at such date of assets ("Receivables") which were or would have been included as accounts receivable on the consolidated balance sheet referred to in Section 5.04(a), net of any credits, rebates, offsets or other adjustments to such Receivables owed to any of the account debtors from which such Receivables are due and also net of any commissions payable to third parties which are adjustments to such Receivables, and excluding the following (determined without duplication): (a) any Receivable as to which there is any unresolved dispute with the account debtor (including any offset or counterclaim by the account debtor), but only to the extent of such dispute, (b) (i) any Receivable which, at the date of the original issuance of the invoice therefor, was payable more than 90 days (or, in the case of a Receivable that represents the purchase price of boots sold by the Company or any of its Subsidiaries, 270 days) from such date or (ii) any Receivable which remains unpaid more than 60 days after the due date for payment specified at the time of the original issuance of the invoice therefor, (c) unless in any of the following cases the relevant account debtor has previously been approved by the Required Banks (through the Administrative Agent) as an eligible account debtor for purposes of this Agreement, all Receivables due from any account debtor (i) which is a distributor organized outside the United States of America or whose principal place of business is located outside the United States of America, unless (A) such

"Election to Participate" means an Election to Participate substantially in the form of Exhibit H hereto. "Election to Terminate" means an Election to Terminate substantially in the form of Exhibit I hereto. "Eligible Receivables" means, at any date, the aggregate of the unpaid portions at such date of assets ("Receivables") which were or would have been included as accounts receivable on the consolidated balance sheet referred to in Section 5.04(a), net of any credits, rebates, offsets or other adjustments to such Receivables owed to any of the account debtors from which such Receivables are due and also net of any commissions payable to third parties which are adjustments to such Receivables, and excluding the following (determined without duplication): (a) any Receivable as to which there is any unresolved dispute with the account debtor (including any offset or counterclaim by the account debtor), but only to the extent of such dispute, (b) (i) any Receivable which, at the date of the original issuance of the invoice therefor, was payable more than 90 days (or, in the case of a Receivable that represents the purchase price of boots sold by the Company or any of its Subsidiaries, 270 days) from such date or (ii) any Receivable which remains unpaid more than 60 days after the due date for payment specified at the time of the original issuance of the invoice therefor, (c) unless in any of the following cases the relevant account debtor has previously been approved by the Required Banks (through the Administrative Agent) as an eligible account debtor for purposes of this Agreement, all Receivables due from any account debtor (i) which is a distributor organized outside the United States of America or whose principal place of business is located outside the United States of America, unless (A) such Receivable is insured under policies of insurance issued by insurance companies with an A.M. Best policyholders ratings of not less than B+, but only to the extent of such insurance and less any deductible or similar amount, (B) to the extent, but only to the extent, 13

such Receivable is fully backed by a letter of credit, in form and substance satisfactory to the Required Banks and issued by (1) a Bank, (2) a bank or other Person the long-term senior unsecured debt of which is rated A or higher by Standard & Poor's Corporation or A or higher by Moody's Investor Service, Inc. and is not rated lower than A by Standard & Poor's Corporation or A by Moody's Investor Service, Inc., or (3) a bank or other Person that is reasonably satisfactory to the Required Banks or (C) such distributor is listed on Schedule III hereto, (ii) which is a Subsidiary or Affiliate, (iii) which is the subject of bankruptcy, insolvency or similar proceedings, (iv) which the Required Banks (through the Administrative Agent) have notified the Company does not have a satisfactory credit standing (as reasonably determined in good faith by the Required Banks), or (v) that, at the time such Receivable arose, was not in compliance with the credit guidelines, standards and procedures of the Company as in effect on the date hereof. "Eligible Subsidiary" means any Wholly-Owned Consolidated Subsidiary of the Company as to which an Election to Participate shall have been delivered to the Administrative Agent and as to which an Election to Terminate shall not have been delivered to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Wholly-Owned Consolidated Subsidiary and the Company in such number of copies as the Administrative Agent may request. The delivery of an Election to Terminate shall not affect any obligation of an Eligible Subsidiary theretofore incurred. The Administrative Agent shall promptly give notice to the Banks of the receipt of any Election to Participate or Election to Terminate. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, 14

such Receivable is fully backed by a letter of credit, in form and substance satisfactory to the Required Banks and issued by (1) a Bank, (2) a bank or other Person the long-term senior unsecured debt of which is rated A or higher by Standard & Poor's Corporation or A or higher by Moody's Investor Service, Inc. and is not rated lower than A by Standard & Poor's Corporation or A by Moody's Investor Service, Inc., or (3) a bank or other Person that is reasonably satisfactory to the Required Banks or (C) such distributor is listed on Schedule III hereto, (ii) which is a Subsidiary or Affiliate, (iii) which is the subject of bankruptcy, insolvency or similar proceedings, (iv) which the Required Banks (through the Administrative Agent) have notified the Company does not have a satisfactory credit standing (as reasonably determined in good faith by the Required Banks), or (v) that, at the time such Receivable arose, was not in compliance with the credit guidelines, standards and procedures of the Company as in effect on the date hereof. "Eligible Subsidiary" means any Wholly-Owned Consolidated Subsidiary of the Company as to which an Election to Participate shall have been delivered to the Administrative Agent and as to which an Election to Terminate shall not have been delivered to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Wholly-Owned Consolidated Subsidiary and the Company in such number of copies as the Administrative Agent may request. The delivery of an Election to Terminate shall not affect any obligation of an Eligible Subsidiary theretofore incurred. The Administrative Agent shall promptly give notice to the Banks of the receipt of any Election to Participate or Election to Terminate. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, 14

treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code. "Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London. "Euro-Dollar Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Company and the Administrative Agent. "Euro-Dollar Loan" means (i) a Committed Loan which bears interest at a Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan immediately before it became overdue. "Euro-Dollar Margin" has the meaning set forth in Section 2.08(c). "Euro-Dollar Rate" means a rate of interest determined pursuant to Section 2.08(c) on the basis of an Adjusted Interbank Offered Rate. "Euro-Dollar Reference Banks" means the principal London offices of ABN AMRO Bank N.V., The First National Bank of Boston and Morgan Guaranty Trust Company of New York.

treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code. "Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London. "Euro-Dollar Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Company and the Administrative Agent. "Euro-Dollar Loan" means (i) a Committed Loan which bears interest at a Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan immediately before it became overdue. "Euro-Dollar Margin" has the meaning set forth in Section 2.08(c). "Euro-Dollar Rate" means a rate of interest determined pursuant to Section 2.08(c) on the basis of an Adjusted Interbank Offered Rate. "Euro-Dollar Reference Banks" means the principal London offices of ABN AMRO Bank N.V., The First National Bank of Boston and Morgan Guaranty Trust Company of New York. "Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.08(c). 15

"Event of Default" has the meaning set forth in Section 7.01. "Existing Credit Agreement" means the Credit Agreement dated as of October 4, 1991 among the Company, the banks listed on the signature pages thereof, Morgan Guaranty Trust Company of New York and The First National Bank of Boston, as Co-Agents, and Morgan Guaranty Trust Company of New York, as Administrative Agent, as the same shall have been amended, modified or supplemented as of the date hereof. "Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day; PROVIDED that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Morgan Guaranty Trust Company of New York on such day on such transactions as determined by the Administrative Agent. "Fixed Charge Coverage Ratio" means, for any period, the ratio of (i) Consolidated EBITR for such period to (ii) the sum of (A) Consolidated Interest Expense for such period, (B) Consolidated Rental Expense for such period and (C) dividends on preferred stock of the Company and its Consolidated Subsidiaries for such period (other than any such dividends paid to the Company or its Consolidated Subsidiaries). "Fixed Rate Loans" means CD Loans, Euro-Dollar Loans or Money Market Loans (excluding Money Market

"Event of Default" has the meaning set forth in Section 7.01. "Existing Credit Agreement" means the Credit Agreement dated as of October 4, 1991 among the Company, the banks listed on the signature pages thereof, Morgan Guaranty Trust Company of New York and The First National Bank of Boston, as Co-Agents, and Morgan Guaranty Trust Company of New York, as Administrative Agent, as the same shall have been amended, modified or supplemented as of the date hereof. "Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day; PROVIDED that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Morgan Guaranty Trust Company of New York on such day on such transactions as determined by the Administrative Agent. "Fixed Charge Coverage Ratio" means, for any period, the ratio of (i) Consolidated EBITR for such period to (ii) the sum of (A) Consolidated Interest Expense for such period, (B) Consolidated Rental Expense for such period and (C) dividends on preferred stock of the Company and its Consolidated Subsidiaries for such period (other than any such dividends paid to the Company or its Consolidated Subsidiaries). "Fixed Rate Loans" means CD Loans, Euro-Dollar Loans or Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section 9.01(a)) or any combination of the foregoing. "Group of Loans" means at any time a group of Committed Loans to the same Borrower consisting of (i) all such Committed Loans which are Base Rate Loans at such time or (ii) all such Committed Loans which are Fixed Rate Loans having the same Interest Period at such time; PROVIDED that, if a Committed Loan of any particular Bank is converted to 16

or made as a Base Rate Loan pursuant to Section 9.02 or 9.05, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to takeor-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); PROVIDED that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydro-carbons, or any substance having any constituent elements displaying any of the foregoing characteristics. "Indemnitee" has the meaning set forth in Section 12.03. "Interbank Offered Rate" has the meaning set forth in Section 2.08(c). "Interest Period" means: (1) with respect to each Euro-Dollar Loan, a period commencing on the date of borrowing specified in the applicable Notice of Committed Borrowing or on the date specified in the applicable

or made as a Base Rate Loan pursuant to Section 9.02 or 9.05, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to takeor-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); PROVIDED that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydro-carbons, or any substance having any constituent elements displaying any of the foregoing characteristics. "Indemnitee" has the meaning set forth in Section 12.03. "Interbank Offered Rate" has the meaning set forth in Section 2.08(c). "Interest Period" means: (1) with respect to each Euro-Dollar Loan, a period commencing on the date of borrowing specified in the applicable Notice of Committed Borrowing or on the date specified in the applicable Notice of Interest Rate Election and ending one, two or three months thereafter, as the Borrower may elect in the applicable notice; PROVIDED that: (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar 17

month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; (2) with respect to each CD Loan, a period commencing on the date of borrowing specified in the applicable Notice of Committed Borrowing or on the date specified in the applicable Notice of Interest Rate Election and ending 30, 60 or 90 days thereafter, as the Borrower may elect in the applicable notice; PROVIDED that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; (3) with respect to each Money Market LIBOR Loan, the period commencing on the date of borrowing specified in the applicable Notice of Money Market Borrowing and ending such whole number of months thereafter as the Borrower may elect in accordance with Section 2.03; PROVIDED that: (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another

month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; (2) with respect to each CD Loan, a period commencing on the date of borrowing specified in the applicable Notice of Committed Borrowing or on the date specified in the applicable Notice of Interest Rate Election and ending 30, 60 or 90 days thereafter, as the Borrower may elect in the applicable notice; PROVIDED that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; (3) with respect to each Money Market LIBOR Loan, the period commencing on the date of borrowing specified in the applicable Notice of Money Market Borrowing and ending such whole number of months thereafter as the Borrower may elect in accordance with Section 2.03; PROVIDED that: (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; 18

(b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; and (4) with respect to each Money Market Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Notice of Money Market Borrowing and ending such number of days thereafter (but not less than 15 days) as the Borrower may elect in accordance with Section 2.03; PROVIDED that: (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day; and

(b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; and (4) with respect to each Money Market Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Notice of Money Market Borrowing and ending such number of days thereafter (but not less than 15 days) as the Borrower may elect in accordance with Section 2.03; PROVIDED that: (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Investment" means any investment in any Person, whether by means of share purchase, capital contribution, loan, time deposit or otherwise. "LIBOR Auction" means a solicitation of Money Market Quotes setting forth Money Market Margins based on the Interbank Offered Rate pursuant to Section 2.03. "Level I Status" exists on any date if (i) the Fixed Charge Coverage Ratio for the Calculation Period with respect to such date is greater than 3.5 to 1.0 and (ii) the Leverage Ratio as of the last day of each fiscal quarter included in the Calculation Period with respect to such date is less than 0.75 to 1.0. "Level II Status" exists on any date if (i) Level I Status does not exist, (ii) the Fixed Charge Coverage Ratio for the Calculation Period with respect to such date 19

is greater than 3.2 to 1.0 and (iii) the Leverage Ratio as of the last day of each fiscal quarter included in the Calculation Period with respect to such date is less than 0.85 to 1.0. "Level III Status" exists on any date if neither Level I Status nor Level II Status exists. "Leverage Ratio" means, for any date, the ratio of (i) Consolidated Debt on such date to (ii) Consolidated Net Worth on such date. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan" means a Domestic Loan, a Euro-Dollar Loan or a Money Market Loan and "Loans" means Domestic Loans, Euro-Dollar Loans or Money Market Loans or any combination of the foregoing. "Material Debt" means Debt (other than the Notes or the Acceptance Obligations) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $1,000,000. "Material Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $500,000.

is greater than 3.2 to 1.0 and (iii) the Leverage Ratio as of the last day of each fiscal quarter included in the Calculation Period with respect to such date is less than 0.85 to 1.0. "Level III Status" exists on any date if neither Level I Status nor Level II Status exists. "Leverage Ratio" means, for any date, the ratio of (i) Consolidated Debt on such date to (ii) Consolidated Net Worth on such date. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan" means a Domestic Loan, a Euro-Dollar Loan or a Money Market Loan and "Loans" means Domestic Loans, Euro-Dollar Loans or Money Market Loans or any combination of the foregoing. "Material Debt" means Debt (other than the Notes or the Acceptance Obligations) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $1,000,000. "Material Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $500,000. "Money Market Absolute Rate" has the meaning set forth in Section 2.03(c). "Money Market Absolute Rate Loan" means a loan to be made by a Bank pursuant to an Absolute Rate Auction. "Money Market Lending Office" means, as to each Bank, its Domestic Lending Office or such other office, branch or affiliate of such Bank as it may hereafter designate as its Money Market Lending Office by notice to the Company and the Administrative Agent; PROVIDED that any Bank may from time to time by notice to the Company and the 20

Administrative Agent designate separate Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require. "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 9.01(a)). "Money Market Loan" means a Money Market LIBOR Loan or a Money Market Absolute Rate Loan. "Money Market Margin" has the meaning set forth in Section 2.03(c). "Money Market Quote" means an offer by a Bank to make a Money Market Loan in accordance with Section 2.03. "Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 4001(a) (3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period. "Note Agreement" has the meaning set forth in Section 6.15.

Administrative Agent designate separate Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require. "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 9.01(a)). "Money Market Loan" means a Money Market LIBOR Loan or a Money Market Absolute Rate Loan. "Money Market Margin" has the meaning set forth in Section 2.03(c). "Money Market Quote" means an offer by a Bank to make a Money Market Loan in accordance with Section 2.03. "Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 4001(a) (3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period. "Note Agreement" has the meaning set forth in Section 6.15. "Notes" means promissory notes of a Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of such Borrower to repay the Loans made by it, and "Note" means any one of such promissory notes issued hereunder. "Notice of Borrowing" means a Notice of Committed Borrowing (as defined in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section 2.03(d)). "Notice of Interest Rate Election" has the meaning set forth in Section 2.07(a). "Parent" means, with respect to any Bank, any Person controlling such Bank. 21

"Participant" has the meaning set forth in Section 12.06(b). "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Permitted Long-Term Debt" means Debt (other than Debt permitted under Section 6.08(b)) of the Company or any of its Subsidiaries that (i) does not mature or have any required sinking fund or other required payments of principal (other than (i) principal and interest on a standard mortgage basis for mortgages with terms, at the time such mortgages are entered into, of greater than 15 years and (ii) the principal component of rental payments with respect to not more than $5,000,000 of capitalized leases, the terms of which are not, at the time such leases are entered into, less than five years), any mandatory redemptions or redemptions at the option of the holder thereof or any required increases in the rate of interest payable with respect thereto, in any such case prior to the first anniversary of the Termination Date or (ii) consists of conventional construction loans incurred to finance the construction of real property improvements of the Company and its Subsidiaries. "Permitted Short-Term Debt" means Debt (other than Loans or Acceptances or Debt permitted under Section 6.08(h)) of the Company or any of its Subsidiaries having a maturity, at the time such Debt is incurred, of not more than one year from the date such Debt is incurred. "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or

"Participant" has the meaning set forth in Section 12.06(b). "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Permitted Long-Term Debt" means Debt (other than Debt permitted under Section 6.08(b)) of the Company or any of its Subsidiaries that (i) does not mature or have any required sinking fund or other required payments of principal (other than (i) principal and interest on a standard mortgage basis for mortgages with terms, at the time such mortgages are entered into, of greater than 15 years and (ii) the principal component of rental payments with respect to not more than $5,000,000 of capitalized leases, the terms of which are not, at the time such leases are entered into, less than five years), any mandatory redemptions or redemptions at the option of the holder thereof or any required increases in the rate of interest payable with respect thereto, in any such case prior to the first anniversary of the Termination Date or (ii) consists of conventional construction loans incurred to finance the construction of real property improvements of the Company and its Subsidiaries. "Permitted Short-Term Debt" means Debt (other than Loans or Acceptances or Debt permitted under Section 6.08(h)) of the Company or any of its Subsidiaries having a maturity, at the time such Debt is incurred, of not more than one year from the date such Debt is incurred. "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Plan" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group. 22

"Prime Rate" means the rate of interest publicly announced by Morgan Guaranty Trust Company of New York in New York City from time to time as its Prime Rate. "Quarterly Date" means the last Euro-Dollar Business Day of each March, June, September and December. "Reference Banks" means the CD Reference Banks or the Euro-Dollar Reference Banks, as the context may require, and "Reference Bank" means any one of such Reference Banks. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Required Banks" means at any time Banks having more than 50% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, having more than 50% of the Total Aggregate Exposure. "Restricted Payment" means (i) any dividend or other distribution on any shares of the Company's capital stock (except dividends payable solely in shares of its capital stock) or (ii) any payment (other than payments for the repurchase of shares of the Company's common stock from employees or former employees of the Company or any of its Subsidiaries pursuant to the 1987 Employee Stock Purchase Plan, the 1991 Employee Stock Purchase Plan or the 1987 Employee Stock Option Plan, in each case as in effect on the date hereof (or any successor plans with substantially similar provisions), in an aggregate amount not to exceed the proceeds received by the Company after the date hereof of sales of shares of the Company's common stock to employees of the Company and its Subsidiaries) on account of the purchase, redemption, retirement or acquisition of (a) any shares of the Company's capital stock or (b) any option, warrant or other right to acquire shares of the Company's capital stock. "Specified Reduction" means, for any day, (i) if such day occurs in 1993, $35,000,000, (ii) if such day occurs in

"Prime Rate" means the rate of interest publicly announced by Morgan Guaranty Trust Company of New York in New York City from time to time as its Prime Rate. "Quarterly Date" means the last Euro-Dollar Business Day of each March, June, September and December. "Reference Banks" means the CD Reference Banks or the Euro-Dollar Reference Banks, as the context may require, and "Reference Bank" means any one of such Reference Banks. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Required Banks" means at any time Banks having more than 50% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, having more than 50% of the Total Aggregate Exposure. "Restricted Payment" means (i) any dividend or other distribution on any shares of the Company's capital stock (except dividends payable solely in shares of its capital stock) or (ii) any payment (other than payments for the repurchase of shares of the Company's common stock from employees or former employees of the Company or any of its Subsidiaries pursuant to the 1987 Employee Stock Purchase Plan, the 1991 Employee Stock Purchase Plan or the 1987 Employee Stock Option Plan, in each case as in effect on the date hereof (or any successor plans with substantially similar provisions), in an aggregate amount not to exceed the proceeds received by the Company after the date hereof of sales of shares of the Company's common stock to employees of the Company and its Subsidiaries) on account of the purchase, redemption, retirement or acquisition of (a) any shares of the Company's capital stock or (b) any option, warrant or other right to acquire shares of the Company's capital stock. "Specified Reduction" means, for any day, (i) if such day occurs in 1993, $35,000,000, (ii) if such day occurs in 1994, $40,000,000 and (iii) if such day occurs in 1995, $45,000,000. "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company. 23

"Swartz Family" means Sidney W. Swartz, his estate, his spouse, his lineal descendants, trusts established for his, her or their benefit, the Swartz Family Charitable Trust and The Sidney W. Swartz 1982 Family Trust. "Temporary Cash Investment" means any Investment in (i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, (ii) commercial paper rated at least A-1 by Standard & Poor's Corporation or P-1 by Moody's Investors Service, Inc. and not rated lower than A-1 by Standard & Poor's Corporation or P-1 by Moody's Investors Service, Inc., (iii) time deposits with, including certificates of deposit issued by, (x) any office located in the United States of (A) any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $100,000,000 or (B) any Bank or (y) in the case of Investments made by a Subsidiary of the Company whose principal place of business is located outside the United States, any office located outside the United States of (A) any bank or trust company the long-term unsecured senior debt of which is rated AA or higher by Standard & Poor's Corporation or Aa or higher by Moody's Investors Service, Inc. and is not rated lower than AA by Standard & Poor's Corporation or Aa by Moody's Investors Service, Inc. or (B) any Bank, (iv) money market funds which invest only in securities described in clauses (i), (ii) and (iii)(x) above or (v) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above; PROVIDED in each case that such Investment matures within one year from the date of acquisition thereof by the Company or a Subsidiary. "Termination Date" means March 29, 1996 or, if such day is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the Termination Date shall be the next preceding Euro-Dollar Business Day.

"Swartz Family" means Sidney W. Swartz, his estate, his spouse, his lineal descendants, trusts established for his, her or their benefit, the Swartz Family Charitable Trust and The Sidney W. Swartz 1982 Family Trust. "Temporary Cash Investment" means any Investment in (i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, (ii) commercial paper rated at least A-1 by Standard & Poor's Corporation or P-1 by Moody's Investors Service, Inc. and not rated lower than A-1 by Standard & Poor's Corporation or P-1 by Moody's Investors Service, Inc., (iii) time deposits with, including certificates of deposit issued by, (x) any office located in the United States of (A) any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $100,000,000 or (B) any Bank or (y) in the case of Investments made by a Subsidiary of the Company whose principal place of business is located outside the United States, any office located outside the United States of (A) any bank or trust company the long-term unsecured senior debt of which is rated AA or higher by Standard & Poor's Corporation or Aa or higher by Moody's Investors Service, Inc. and is not rated lower than AA by Standard & Poor's Corporation or Aa by Moody's Investors Service, Inc. or (B) any Bank, (iv) money market funds which invest only in securities described in clauses (i), (ii) and (iii)(x) above or (v) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above; PROVIDED in each case that such Investment matures within one year from the date of acquisition thereof by the Company or a Subsidiary. "Termination Date" means March 29, 1996 or, if such day is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the Termination Date shall be the next preceding Euro-Dollar Business Day. "Total Aggregate Exposure" means, at any time, the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate outstanding face amount of all Acceptances then outstanding less the aggregate face amount of all Acceptances as to which Acceptance Obligations have 24

been paid or prepaid pursuant to Section 2.13, 3.04, 3.07 or 9.06. "Total Committed Exposure" means, with respect to any Bank at any time, the sum of (i) the aggregate outstanding principal amount of all Committed Loans made by such Bank and (ii) the aggregate outstanding face amount of all Acceptances then outstanding created by such Bank less the aggregate face amount of all such Acceptances as to which Acceptance Obligations have been paid or prepaid pursuant to Section 2.13, 3.04, 3.07 or 9.06. "Unfunded Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. "United States" means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions. "Wholly-Owned Consolidated Subsidiary" means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares and, in the case of The Outdoor Footwear Company, shares of non-voting common stock of The Outdoor Footwear Company issued to employees thereof under arrangements consistent with past practice) are at the time directly or indirectly owned by the Company. SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in

been paid or prepaid pursuant to Section 2.13, 3.04, 3.07 or 9.06. "Total Committed Exposure" means, with respect to any Bank at any time, the sum of (i) the aggregate outstanding principal amount of all Committed Loans made by such Bank and (ii) the aggregate outstanding face amount of all Acceptances then outstanding created by such Bank less the aggregate face amount of all such Acceptances as to which Acceptance Obligations have been paid or prepaid pursuant to Section 2.13, 3.04, 3.07 or 9.06. "Unfunded Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. "United States" means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions. "Wholly-Owned Consolidated Subsidiary" means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares and, in the case of The Outdoor Footwear Company, shares of non-voting common stock of The Outdoor Footwear Company issued to employees thereof under arrangements consistent with past practice) are at the time directly or indirectly owned by the Company. SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Company's independent public accountants) with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Banks; PROVIDED that, if the Company notifies the 25

Administrative Agent that the Company wishes to amend any covenant in Article VI to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Banks wish to amend Article VI for such purpose), then the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Banks. SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes the aggregation of Loans of one or more Banks to be made to a single Borrower pursuant to Article II on the same date, all of which Loans are of the same type (subject to Article IX) and, except in the case of Base Rate Loans, have the same Interest Period or initial Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the pricing of Loans comprising such Borrowing (E.G., a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions of Article II under which participation therein is determined (I.E., a "Committed Borrowing" is a Borrowing under Section 2.01 in which all Banks participate in proportion to their Commitments, while a "Money Market Borrowing" is a Borrowing under Section 2.03 in which the Bank participants are determined on the basis of their bids in accordance therewith). ARTICLE II THE CREDITS SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this

Administrative Agent that the Company wishes to amend any covenant in Article VI to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Banks wish to amend Article VI for such purpose), then the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Banks. SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes the aggregation of Loans of one or more Banks to be made to a single Borrower pursuant to Article II on the same date, all of which Loans are of the same type (subject to Article IX) and, except in the case of Base Rate Loans, have the same Interest Period or initial Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the pricing of Loans comprising such Borrowing (E.G., a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions of Article II under which participation therein is determined (I.E., a "Committed Borrowing" is a Borrowing under Section 2.01 in which all Banks participate in proportion to their Commitments, while a "Money Market Borrowing" is a Borrowing under Section 2.03 in which the Bank participants are determined on the basis of their bids in accordance therewith). ARTICLE II THE CREDITS SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Company or any Eligible Subsidiary pursuant to this Section from time to time before the Termination Date in amounts such that such Bank's Total Committed Exposure shall not exceed the amount of its Commitment. Each Borrowing under this Section shall be in an aggregate principal amount of (i) $500,000 or any larger multiple of $100,000, in the case of a Base Rate Borrowing, and (ii) $1,000,000 or any larger multiple of $100,000, in the case of a Fixed Rate Borrowing (except that any such 26

Borrowing may be in the aggregate amount available in accordance with Section 4.02(c) and (d)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, a Borrower may borrow under this Section, prepay Loans to the extent permitted by Section 2.12, and reborrow at any time before the Termination Date under this Section. The Commitments shall terminate on the Termination Date. SECTION 2.02. Notice of Committed Borrowings. The applicable Borrower shall give the Administrative Agent notice, substantially in the form of Exhibit B hereto (a "Notice of Committed Borrowing"), not later than 11:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing, (y) the second Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate, at a CD Rate or at a Euro-Dollar Rate, and (iv) in the case of a Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In addition to Committed Borrowings pursuant to Section 2.01, any Borrower

Borrowing may be in the aggregate amount available in accordance with Section 4.02(c) and (d)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, a Borrower may borrow under this Section, prepay Loans to the extent permitted by Section 2.12, and reborrow at any time before the Termination Date under this Section. The Commitments shall terminate on the Termination Date. SECTION 2.02. Notice of Committed Borrowings. The applicable Borrower shall give the Administrative Agent notice, substantially in the form of Exhibit B hereto (a "Notice of Committed Borrowing"), not later than 11:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing, (y) the second Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate, at a CD Rate or at a Euro-Dollar Rate, and (iv) in the case of a Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In addition to Committed Borrowings pursuant to Section 2.01, any Borrower may, as set forth in this Section, request the Banks prior to the Termination Date to make offers to make Money Market Loans to the Borrower. The Banks may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) Invitation for Money Market Quotes. When a Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Banks by telex 27

or facsimile transmission an Invitation for Money Market Quotes substantially in the form of Exhibit C hereto so as to be received no later than 11:00 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Invitation for Money Market Quotes for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic Business Day in the case of an Absolute Rate Auction, (ii) the aggregate amount of such Borrowing, which shall be $1,000,000 or a larger multiple of $100,000, PROVIDED that the sum of the aggregate principal amount of all Money Market Loans outstanding and the aggregate principal amount of all Permitted Short-Term Debt outstanding shall at no time exceed $25,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The Borrower may request offers to make Money Market Loans for more than one Interest Period in a single

or facsimile transmission an Invitation for Money Market Quotes substantially in the form of Exhibit C hereto so as to be received no later than 11:00 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Invitation for Money Market Quotes for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic Business Day in the case of an Absolute Rate Auction, (ii) the aggregate amount of such Borrowing, which shall be $1,000,000 or a larger multiple of $100,000, PROVIDED that the sum of the aggregate principal amount of all Money Market Loans outstanding and the aggregate principal amount of all Permitted Short-Term Debt outstanding shall at no time exceed $25,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Invitation for Money Market Quotes. No Invitation for Money Market Quotes shall be given within five EuroDollar Business Days (or such other number of days as the Company and the Administrative Agent may agree) of any other Invitation for Money Market Quotes. (c) Submission and Contents of Money Market Quotes. (i) Each Bank may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes. Each Money Market Quote must comply with the requirements of this subsection (c) and must be submitted to the Borrower by 28

telex or facsimile transmission at its offices specified in or pursuant to Section 12.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Invitation for Money Market Quotes for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective). Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Borrower. (ii) Each Money Market Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (A) the proposed date of Borrowing, which shall be the proposed date of Borrowing set forth in the corresponding Invitation for Money Market Quotes, (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $500,000 or a larger multiple of $100,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, (C) in the case of a LIBOR Auction, the margin above or below the applicable Interbank Offered Rate (the "Money Market Margin") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000 of 1%) to be added to or subtracted from such base rate,

telex or facsimile transmission at its offices specified in or pursuant to Section 12.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Invitation for Money Market Quotes for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective). Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Borrower. (ii) Each Money Market Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (A) the proposed date of Borrowing, which shall be the proposed date of Borrowing set forth in the corresponding Invitation for Money Market Quotes, (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $500,000 or a larger multiple of $100,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, (C) in the case of a LIBOR Auction, the margin above or below the applicable Interbank Offered Rate (the "Money Market Margin") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000 of 1%) to be added to or subtracted from such base rate, (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000 of 1%) (the "Money Market Absolute Rate") offered for each such Money Market Loan, and 29

(E) the identity of the quoting Bank. A Money Market Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it: (A) is not substantially in conformity with Exhibit D hereto or does not specify all of the information required by subsection (c)(ii), (B) contains qualifying, conditional or similar language, (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes, or (D) arrives after the time set forth in subsection (c)(i). (d) Acceptance and Notice by Borrower. Not later than 11:00 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction, or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Banks not later than the date of the Invitation for Money Market Quotes for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify each Bank from which it has received a Money Market Quote of its acceptance or non-acceptance of the offers contained in such Money Market Quote; provided that if the Borrower shall have failed to give such notice to any such Bank with respect to any Money Market Quote at or prior to such time, the offers contained in such Money Market Quote shall be deemed to have been rejected by such Borrower. In the case of acceptance, such notice (a "Notice of Money Market Borrowing"), a copy of which shall be sent by telex or telecopy to the Administrative Agent, shall specify

(E) the identity of the quoting Bank. A Money Market Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it: (A) is not substantially in conformity with Exhibit D hereto or does not specify all of the information required by subsection (c)(ii), (B) contains qualifying, conditional or similar language, (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes, or (D) arrives after the time set forth in subsection (c)(i). (d) Acceptance and Notice by Borrower. Not later than 11:00 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction, or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Banks not later than the date of the Invitation for Money Market Quotes for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify each Bank from which it has received a Money Market Quote of its acceptance or non-acceptance of the offers contained in such Money Market Quote; provided that if the Borrower shall have failed to give such notice to any such Bank with respect to any Money Market Quote at or prior to such time, the offers contained in such Money Market Quote shall be deemed to have been rejected by such Borrower. In the case of acceptance, such notice (a "Notice of Money Market Borrowing"), a copy of which shall be sent by telex or telecopy to the Administrative Agent, shall specify the aggregate principal amount of offers for each Interest Period that are accepted from each Bank. The Borrower may accept any Money Market Quote in whole or in part; PROVIDED that: 30

(i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Invitation for Money Market Quotes, (ii) the principal amount of each Money Market Borrowing must be $1,000,000 or a larger multiple of $100,000, (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be, (iv) immediately after the making of the Money Market Loans to be made pursuant to all accepted Money Market Quotes, the sum of the aggregate principal amount of all Money Market Loans outstanding and the aggregate principal amount of all Permitted Short-Term Debt outstanding shall not exceed $25,000,000, and (v) the Borrower may not accept any offer that is described in subsection (c)(iii) or that otherwise fails to comply with the requirements of this Agreement. (e) Allocation by Borrower. If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Borrower among such Banks as nearly as possible (in multiples of $100,000, as the Borrower may deem appropriate) in proportion to the aggregate principal amounts of such offers. SECTION 2.04. Notice to Banks; Funding of Loans.

(i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Invitation for Money Market Quotes, (ii) the principal amount of each Money Market Borrowing must be $1,000,000 or a larger multiple of $100,000, (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be, (iv) immediately after the making of the Money Market Loans to be made pursuant to all accepted Money Market Quotes, the sum of the aggregate principal amount of all Money Market Loans outstanding and the aggregate principal amount of all Permitted Short-Term Debt outstanding shall not exceed $25,000,000, and (v) the Borrower may not accept any offer that is described in subsection (c)(iii) or that otherwise fails to comply with the requirements of this Agreement. (e) Allocation by Borrower. If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Borrower among such Banks as nearly as possible (in multiples of $100,000, as the Borrower may deem appropriate) in proportion to the aggregate principal amounts of such offers. SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share, if any, of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:30 P.M. (New York City time) on the date of each Borrowing, each Bank participating 31

therein shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to Section 12.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (c) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the applicable Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.08 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. SECTION 2.05. Notes. (a) The Loans of each Bank to each Borrower shall be evidenced by a single Note of such Borrower payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans to such Borrower. (b) Each Bank may, by notice to a Borrower and the Administrative Agent, request that its Loans of a particular

therein shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to Section 12.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (c) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the applicable Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.08 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. SECTION 2.05. Notes. (a) The Loans of each Bank to each Borrower shall be evidenced by a single Note of such Borrower payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans to such Borrower. (b) Each Bank may, by notice to a Borrower and the Administrative Agent, request that its Loans of a particular type to such Borrower be evidenced by a separate Note of such Borrower in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with 32

appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to a "Note" or the "Notes" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 4.01(a) or 4.03(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount and type of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note of any Borrower, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan to such Borrower then outstanding; PROVIDED that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. SECTION 2.06. Maturity of Loans. (a) Each Committed Loan shall mature, and the principal amount thereof shall be due and payable, on the Termination Date. (b) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, on the last day of the Interest Period applicable to such Borrowing. SECTION 2.07. Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the applicable Borrower in the applicable Notice of Borrowing. Thereafter, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article IX), as follows: (i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day;

appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to a "Note" or the "Notes" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 4.01(a) or 4.03(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount and type of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note of any Borrower, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan to such Borrower then outstanding; PROVIDED that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. SECTION 2.06. Maturity of Loans. (a) Each Committed Loan shall mature, and the principal amount thereof shall be due and payable, on the Termination Date. (b) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, on the last day of the Interest Period applicable to such Borrowing. SECTION 2.07. Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the applicable Borrower in the applicable Notice of Borrowing. Thereafter, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article IX), as follows: (i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; 33

(ii) if such Loans are CD Loans, the applicable Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, the applicable Borrower may elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "Notice of Interest Rate Election") to the Administrative Agent at least three Euro-Dollar Business Days before the conversion or continuation selected in such Notice is to be effective (unless all of the relevant Loans are to be converted to or continued as Domestic Loans, in which case such Notice shall be delivered to the Administrative Agent at least two Domestic Business Days before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group, (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are (x) in the case of any portion that is to be converted to or continued as Fixed Rate Loans, at least $1,000,000 and (y) in the case of any portion that is to be converted to or continued as Base Rate Loans, at least $500,000 and (iii) no more than one of such portions is not a multiple of $100,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such Notice applies; (ii) the date on which the conversion or continuation selected in such Notice is to be effective, which shall comply with the applicable clause of subsection (a) above;

(ii) if such Loans are CD Loans, the applicable Borrower may elect to convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans; and (iii) if such Loans are Euro-Dollar Loans, the applicable Borrower may elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "Notice of Interest Rate Election") to the Administrative Agent at least three Euro-Dollar Business Days before the conversion or continuation selected in such Notice is to be effective (unless all of the relevant Loans are to be converted to or continued as Domestic Loans, in which case such Notice shall be delivered to the Administrative Agent at least two Domestic Business Days before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group, (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are (x) in the case of any portion that is to be converted to or continued as Fixed Rate Loans, at least $1,000,000 and (y) in the case of any portion that is to be converted to or continued as Base Rate Loans, at least $500,000 and (iii) no more than one of such portions is not a multiple of $100,000. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such Notice applies; (ii) the date on which the conversion or continuation selected in such Notice is to be effective, which shall comply with the applicable clause of subsection (a) above; 34

(iii) if the Loans comprising such Group are to be converted, the new type of Loans and if, after such conversion, such Loans are to be Fixed Rate Loans, the duration of the initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Upon receipt of a Notice of Interest Rate Election from the applicable Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such Notice shall not thereafter be revocable by the Company or the applicable Borrower. If the applicable Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Fixed Rate Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto. SECTION 2.08. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Date and, with respect to the principal amount of any Base Rate Loan converted to a Fixed Rate Loan, on each date a Base Rate Loan is so converted. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (b) Each CD Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the CD Margin for such day plus the Adjusted CD Rate applicable to such Interest Period; PROVIDED that if any CD Loan shall, as a result of clause (2)(b) of the definition of Interest Period, have an Interest Period of less than 30 days, such CD Loan shall bear interest during such Interest Period at the rate applicable to Base Rate Loans during such period. Such

(iii) if the Loans comprising such Group are to be converted, the new type of Loans and if, after such conversion, such Loans are to be Fixed Rate Loans, the duration of the initial Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Upon receipt of a Notice of Interest Rate Election from the applicable Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such Notice shall not thereafter be revocable by the Company or the applicable Borrower. If the applicable Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Fixed Rate Loans, such Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto. SECTION 2.08. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Date and, with respect to the principal amount of any Base Rate Loan converted to a Fixed Rate Loan, on each date a Base Rate Loan is so converted. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (b) Each CD Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the CD Margin for such day plus the Adjusted CD Rate applicable to such Interest Period; PROVIDED that if any CD Loan shall, as a result of clause (2)(b) of the definition of Interest Period, have an Interest Period of less than 30 days, such CD Loan shall bear interest during such Interest Period at the rate applicable to Base Rate Loans during such period. Such 35

interest shall be payable for each Interest Period on the last day thereof. Any overdue principal of or interest on any CD Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the CD Margin for such day plus the Adjusted CD Rate applicable to such Loan at the date such payment was due and (ii) the rate applicable to Base Rate Loans for such day. "CD Margin" means, for any day, (i) if Level I Status exists on such day, 5/8 of 1%, (ii) if Level II Status exists on such day, 3/4 of 1% and (iii) if Level III Status exists on such day, 7/8 of 1%. The "Adjusted CD Rate" applicable to any Interest Period means a rate per annum determined pursuant to the following formula:
[ CDBR ]* [ ---------- ] + AR [ 1.00 - DRP ] Adjusted CD Rate CD Base Rate Domestic Reserve Percentage Assessment Rate

ACDR

=

ACDR CDBR DRP AR __________

= = = =

* The amount in brackets being rounded upward, if necessary, to the next higher 1/100 of 1% The "CD Base Rate" applicable to any Interest Period is the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the first day of such

interest shall be payable for each Interest Period on the last day thereof. Any overdue principal of or interest on any CD Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the CD Margin for such day plus the Adjusted CD Rate applicable to such Loan at the date such payment was due and (ii) the rate applicable to Base Rate Loans for such day. "CD Margin" means, for any day, (i) if Level I Status exists on such day, 5/8 of 1%, (ii) if Level II Status exists on such day, 3/4 of 1% and (iii) if Level III Status exists on such day, 7/8 of 1%. The "Adjusted CD Rate" applicable to any Interest Period means a rate per annum determined pursuant to the following formula:
[ CDBR ]* [ ---------- ] + AR [ 1.00 - DRP ] Adjusted CD Rate CD Base Rate Domestic Reserve Percentage Assessment Rate

ACDR

=

ACDR CDBR DRP AR __________

= = = =

* The amount in brackets being rounded upward, if necessary, to the next higher 1/100 of 1% The "CD Base Rate" applicable to any Interest Period is the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the first day of such Interest Period by two or more New York certificate of deposit dealers of recognized standing for the purchase at face value from each CD Reference Bank of its certificates of deposit in an amount comparable to the principal amount of the CD Loan of such CD Reference Bank to which such Interest Period applies and having a maturity comparable to such Interest Period. "Domestic Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining 36

the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of new non-personal time deposits in dollars in New York City having a maturity comparable to the related Interest Period and in an amount of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Domestic Reserve Percentage. "Assessment Rate" means for any day the annual assessment rate in effect on such day which is payable by a member of the Bank Insurance Fund classified as adequately capitalized and within supervisory subgroup "A" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. # 327.3(d) (or any successor provision) to the Federal Deposit Insurance Corporation (or any successor) for such Corporation's (or such successor's) insuring time deposits at offices of such institution in the United States. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Assessment Rate. (c) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus the Adjusted Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof. "Euro-Dollar Margin" means, for any day, (i) if Level I Status exists on such day, 1/2 of 1%, (ii) if Level II Status exists on such day, 5/8 of 1% and (iii) if Level III Status exists on such day, 3/4 of 1%.

the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of new non-personal time deposits in dollars in New York City having a maturity comparable to the related Interest Period and in an amount of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Domestic Reserve Percentage. "Assessment Rate" means for any day the annual assessment rate in effect on such day which is payable by a member of the Bank Insurance Fund classified as adequately capitalized and within supervisory subgroup "A" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. # 327.3(d) (or any successor provision) to the Federal Deposit Insurance Corporation (or any successor) for such Corporation's (or such successor's) insuring time deposits at offices of such institution in the United States. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Assessment Rate. (c) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus the Adjusted Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof. "Euro-Dollar Margin" means, for any day, (i) if Level I Status exists on such day, 1/2 of 1%, (ii) if Level II Status exists on such day, 5/8 of 1% and (iii) if Level III Status exists on such day, 3/4 of 1%. The "Adjusted Interbank Offered Rate" applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage. The "Interbank Offered Rate" applicable to any Interest Period means the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which deposits in dollars are offered to each of the Euro-Dollar Reference Banks in the London or, 37

in the case of any Reference Bank that does not accept interbank deposits in London, New York interbank market at approximately 11:00 A.M. (London or New York time, as the case may be) two Euro-Dollar Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "Euro-Dollar Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage. (d) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) the Euro-Dollar Margin for such day plus the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three Euro-Dollar Business Days, then for such other period of time not longer than three months as the Administrative Agent may select) deposits in dollars in an amount approximately equal to such overdue payment due to each of the Euro-Dollar Reference Banks are offered to such Euro-Dollar Reference Bank in the London or, in the case of any Reference Bank that does not accept interbank deposits in London, New York interbank market for the applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances described in

in the case of any Reference Bank that does not accept interbank deposits in London, New York interbank market at approximately 11:00 A.M. (London or New York time, as the case may be) two Euro-Dollar Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "Euro-Dollar Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage. (d) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) the Euro-Dollar Margin for such day plus the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three Euro-Dollar Business Days, then for such other period of time not longer than three months as the Administrative Agent may select) deposits in dollars in an amount approximately equal to such overdue payment due to each of the Euro-Dollar Reference Banks are offered to such Euro-Dollar Reference Bank in the London or, in the case of any Reference Bank that does not accept interbank deposits in London, New York interbank market for the applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances described in clause (a) or (b) of Section 9.01 shall exist, at a rate per annum equal to the sum of 2% plus 38

the rate applicable to Base Rate Loans for such day) and (ii) the sum of the Euro-Dollar Margin for such day plus the Adjusted Interbank Offered Rate applicable to such Loan at the date such payment was due. (e) Subject to Section 9.01(a), each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.08(c) as if the related Money Market LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (f) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Banks by facsimile transmission, telex or cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (g) Each Reference Bank agrees to use its best efforts to furnish quotations to the Administrative Agent as contemplated by this Section. If any Reference Bank does not furnish a timely quotation, the Administrative Agent shall determine the relevant interest rate on the basis of the quotation or quotations furnished by the remaining Reference Bank or Banks or, if none of such quotations is available on a timely basis, the provisions of Section 9.01 shall apply.

the rate applicable to Base Rate Loans for such day) and (ii) the sum of the Euro-Dollar Margin for such day plus the Adjusted Interbank Offered Rate applicable to such Loan at the date such payment was due. (e) Subject to Section 9.01(a), each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.08(c) as if the related Money Market LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (f) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Banks by facsimile transmission, telex or cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (g) Each Reference Bank agrees to use its best efforts to furnish quotations to the Administrative Agent as contemplated by this Section. If any Reference Bank does not furnish a timely quotation, the Administrative Agent shall determine the relevant interest rate on the basis of the quotation or quotations furnished by the remaining Reference Bank or Banks or, if none of such quotations is available on a timely basis, the provisions of Section 9.01 shall apply. SECTION 2.09. Facility Fees. The Company shall pay to the Administrative Agent for the account of the Banks ratably in proportion to their Commitments (or, for any day on or after the date upon which the Commitments shall have 39

terminated in their entirety, in proportion to the daily average of the sum of the aggregate outstanding principal amount of their Loans and the aggregate face amounts of their Acceptances) a facility fee at the rate of 3/8 of 1% per annum. Such facility fee shall accrue (i) from and including the Effective Date to but excluding the Termination Date (or earlier date of termination of the Commitments in their entirety), on the daily average aggregate amount of the Commitments (whether used or unused) and (ii) from and including such Termination Date or earlier date of termination to but excluding the date the Loans and the Acceptance Obligations with respect to the Acceptances shall be repaid in their entirety, on the daily average of the sum of the aggregate outstanding principal amount of the Loans and the aggregate face amounts of the Acceptances. Accrued fees under this Section shall be payable quarterly on each Quarterly Date and upon the date of termination of the Commitments in their entirety and, if later, the date the Loans and the Acceptance Obligations with respect to all Acceptances shall be repaid in their entirety. SECTION 2.10. Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate in their entirety on the Termination Date. (b) Upon the incurrence by the Company or any of its Subsidiaries of any Additional Permitted Long-Term Debt, the Commitments of the several Banks shall be reduced ratably by an aggregate amount equal to the aggregate principal amount of the Additional Permitted Long-Term Debt so incurred. SECTION 2.11. Optional Termination or Reduction of Commitments. The Company may, upon at least three Domestic Business Days' notice to the Administrative Agent, (i) terminate the Commitments at any time, if no Loans or Acceptance Obligations are outstanding at such time, or (ii) ratably reduce the Commitments from time to time by an aggregate amount of at least $5,000,000 so long as, immediately after any such reduction (A) the Total Aggregate Exposure shall not exceed the Available Amount and (B) for each Bank, the Total Committed

terminated in their entirety, in proportion to the daily average of the sum of the aggregate outstanding principal amount of their Loans and the aggregate face amounts of their Acceptances) a facility fee at the rate of 3/8 of 1% per annum. Such facility fee shall accrue (i) from and including the Effective Date to but excluding the Termination Date (or earlier date of termination of the Commitments in their entirety), on the daily average aggregate amount of the Commitments (whether used or unused) and (ii) from and including such Termination Date or earlier date of termination to but excluding the date the Loans and the Acceptance Obligations with respect to the Acceptances shall be repaid in their entirety, on the daily average of the sum of the aggregate outstanding principal amount of the Loans and the aggregate face amounts of the Acceptances. Accrued fees under this Section shall be payable quarterly on each Quarterly Date and upon the date of termination of the Commitments in their entirety and, if later, the date the Loans and the Acceptance Obligations with respect to all Acceptances shall be repaid in their entirety. SECTION 2.10. Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate in their entirety on the Termination Date. (b) Upon the incurrence by the Company or any of its Subsidiaries of any Additional Permitted Long-Term Debt, the Commitments of the several Banks shall be reduced ratably by an aggregate amount equal to the aggregate principal amount of the Additional Permitted Long-Term Debt so incurred. SECTION 2.11. Optional Termination or Reduction of Commitments. The Company may, upon at least three Domestic Business Days' notice to the Administrative Agent, (i) terminate the Commitments at any time, if no Loans or Acceptance Obligations are outstanding at such time, or (ii) ratably reduce the Commitments from time to time by an aggregate amount of at least $5,000,000 so long as, immediately after any such reduction (A) the Total Aggregate Exposure shall not exceed the Available Amount and (B) for each Bank, the Total Committed Exposure of such Bank shall not exceed such Bank's Commitment. SECTION 2.12. Optional Prepayments. (a) Any Borrower may, upon notice to the Administrative Agent (i) not later than 11:30 A.M. (New York City time) on the date of prepayment, in the case of a Group of Base Rate Loans of such Borrower (or any Money Market Borrowing of such 40

Borrower bearing interest at the Base Rate pursuant to Section 9.01(a)), (ii) at least two Domestic Business Days prior to the date of prepayment, in the case of a Group of CD Loans of such Borrower and (iii) at least three Euro-Dollar Business Days prior to the date of prepayment, in the case of a Group of Euro-Dollar Loans of such Borrower, prepay a Group of Loans of such Borrower in whole at any time, or from time to time in part in amounts aggregating (x) $500,000 or any larger multiple of $100,000, in the case of a Group of Base Rate Loans or such a Money Market Borrowing or (y) $1,000,000 or a larger multiple of $100,000, in the case of a Group of CD Loans or Euro-Dollar Loans, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (b) Except as provided in subsection (a) above, Section 2.13 or Article VII or IX, no Borrower may prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share, if any, of such prepayment and such notice shall not thereafter be revocable by the applicable Borrower. SECTION 2.13. Mandatory Prepayments. (a) If the Total Aggregate Exposure on any day shall exceed the Available Amount for such day, the Borrowers shall prepay Committed Loans (together with interest accrued thereon) or Acceptance Obligations (and, if, but only if, after all Committed Loans and Acceptance Obligations shall have been prepaid, the Total Aggregate Exposure shall continue to exceed such Available Amount, Money Market Loans) to the extent necessary to cause the Total Aggregate Exposure immediately after such prepayment to be less than or equal to such Available Amount. (b) Each prepayment of Loans or Acceptance Obligations required by this Section 2.13 shall be made with

Borrower bearing interest at the Base Rate pursuant to Section 9.01(a)), (ii) at least two Domestic Business Days prior to the date of prepayment, in the case of a Group of CD Loans of such Borrower and (iii) at least three Euro-Dollar Business Days prior to the date of prepayment, in the case of a Group of Euro-Dollar Loans of such Borrower, prepay a Group of Loans of such Borrower in whole at any time, or from time to time in part in amounts aggregating (x) $500,000 or any larger multiple of $100,000, in the case of a Group of Base Rate Loans or such a Money Market Borrowing or (y) $1,000,000 or a larger multiple of $100,000, in the case of a Group of CD Loans or Euro-Dollar Loans, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (b) Except as provided in subsection (a) above, Section 2.13 or Article VII or IX, no Borrower may prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share, if any, of such prepayment and such notice shall not thereafter be revocable by the applicable Borrower. SECTION 2.13. Mandatory Prepayments. (a) If the Total Aggregate Exposure on any day shall exceed the Available Amount for such day, the Borrowers shall prepay Committed Loans (together with interest accrued thereon) or Acceptance Obligations (and, if, but only if, after all Committed Loans and Acceptance Obligations shall have been prepaid, the Total Aggregate Exposure shall continue to exceed such Available Amount, Money Market Loans) to the extent necessary to cause the Total Aggregate Exposure immediately after such prepayment to be less than or equal to such Available Amount. (b) Each prepayment of Loans or Acceptance Obligations required by this Section 2.13 shall be made with respect to such Group or Groups of Loans, such Drawing or Drawings and (subject to the limitations set forth in subsection (a) above) such Money Market Borrowing or Borrowings as the Borrowers may specify by notice to the Administrative Agent at or before the time of such 41

prepayment and shall be applied to prepay Loans comprising each such Group of Loans, Acceptance Obligations related to each such Drawing or Loans comprising each such Money Market Borrowing pro rata; PROVIDED that (i) subject to the limitations set forth in subsection (a) above, the Borrowers shall specify Groups of Loans, Drawings and Money Market Borrowings for prepayment so as to minimize the amounts payable by the Borrowers pursuant to Section 2.15 with respect to such prepayment and (ii) if no such timely specification is given by the Borrowers, such prepayment shall be allocated first to Base Rate Loans, if any, second to such Group or Groups of Fixed Rate Loans or such Drawing or Drawings as the Administrative Agent may determine, until all such Groups of Fixed Rate Loans and all such Drawings shall have been repaid in full, and third to such Money Market Borrowing or Borrowings as the Administrative Agent may determine. SECTION 2.14. General Provisions as to Payments. (a) The Borrowers shall make each payment of principal of, and interest on, the Loans and of Acceptance Obligations and fees hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 12.01. The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of Acceptance Obligations or fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

prepayment and shall be applied to prepay Loans comprising each such Group of Loans, Acceptance Obligations related to each such Drawing or Loans comprising each such Money Market Borrowing pro rata; PROVIDED that (i) subject to the limitations set forth in subsection (a) above, the Borrowers shall specify Groups of Loans, Drawings and Money Market Borrowings for prepayment so as to minimize the amounts payable by the Borrowers pursuant to Section 2.15 with respect to such prepayment and (ii) if no such timely specification is given by the Borrowers, such prepayment shall be allocated first to Base Rate Loans, if any, second to such Group or Groups of Fixed Rate Loans or such Drawing or Drawings as the Administrative Agent may determine, until all such Groups of Fixed Rate Loans and all such Drawings shall have been repaid in full, and third to such Money Market Borrowing or Borrowings as the Administrative Agent may determine. SECTION 2.14. General Provisions as to Payments. (a) The Borrowers shall make each payment of principal of, and interest on, the Loans and of Acceptance Obligations and fees hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 12.01. The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of Acceptance Obligations or fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which 42

any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. SECTION 2.15. Funding Losses. If a Borrower makes any payment of principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is converted to a Base Rate Loan (pursuant to Article II, VII or IX or otherwise) on any day other than the last day of an Interest Period applicable thereto, or the last day of an applicable period fixed pursuant to Section 2.08(d), or if a Borrower fails to borrow or prepay any Fixed Rate Loans after notice has been given to any Bank in accordance with Section 2.04(a) or 2.12(b), or if a Borrower fails to make a Drawing after notice thereof has been given to any Bank in accordance with Section 3.03, the Company shall reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan or Acceptance), including (without limitation) any such loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or conversion or failure to borrow or prepay, PROVIDED that such Bank shall have delivered to the Company a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. SECTION 2.16. Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. SECTION 2.15. Funding Losses. If a Borrower makes any payment of principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is converted to a Base Rate Loan (pursuant to Article II, VII or IX or otherwise) on any day other than the last day of an Interest Period applicable thereto, or the last day of an applicable period fixed pursuant to Section 2.08(d), or if a Borrower fails to borrow or prepay any Fixed Rate Loans after notice has been given to any Bank in accordance with Section 2.04(a) or 2.12(b), or if a Borrower fails to make a Drawing after notice thereof has been given to any Bank in accordance with Section 3.03, the Company shall reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan or Acceptance), including (without limitation) any such loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or conversion or failure to borrow or prepay, PROVIDED that such Bank shall have delivered to the Company a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. SECTION 2.16. Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). 43

SECTION 2.17. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under any of the Drafts or Notes in United States dollars ("dollars") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other currency at the Administrative Agent's New York office on the Domestic Business Day preceding that on which final judgment is given. The obligations of each Borrower in respect of any sum due to any Bank or the Administrative Agent hereunder or under any Draft or Note shall, notwithstanding any judgment in a currency other than dollars, be discharged only to the extent that on the Domestic Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Bank or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase dollars with such other currency; if the amount of dollars so purchased is less than the sum originally due to such Bank or the Administrative Agent, as the case may be, in dollars, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Administrative Agent, as the case may be, against such deficiency, and if the amount of dollars so purchased exceeds (a) the sum originally due to any Bank or the Administrative Agent, as the case may be, and (b) any amounts shared with other Banks as a result of allocations of such excess as a disproportionate payment to such Bank under Section 12.04, such Bank or the Administrative Agent, as the case may be, agrees to remit such excess to the appropriate Borrower. SECTION 2.18. Foreign Subsidiary Costs. (a) If the cost to any Bank of making or maintaining any Loan to or creating any Acceptance for an Eligible Subsidiary is increased, or the amount of any sum received or receivable by any Bank (or its Applicable Lending Office) is reduced by an amount deemed by such Bank to be material, by reason of the fact that such Eligible Subsidiary is incorporated in, or conducts business in, a jurisdiction outside the United States of America, the Company shall indemnify such Bank for such increased cost or reduction within 15 days after demand by such Bank (with a copy to the Administrative Agent). A certificate of such Bank claiming compensation under this subsection (a) and setting forth the additional amount or

SECTION 2.17. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under any of the Drafts or Notes in United States dollars ("dollars") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other currency at the Administrative Agent's New York office on the Domestic Business Day preceding that on which final judgment is given. The obligations of each Borrower in respect of any sum due to any Bank or the Administrative Agent hereunder or under any Draft or Note shall, notwithstanding any judgment in a currency other than dollars, be discharged only to the extent that on the Domestic Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Bank or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase dollars with such other currency; if the amount of dollars so purchased is less than the sum originally due to such Bank or the Administrative Agent, as the case may be, in dollars, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Administrative Agent, as the case may be, against such deficiency, and if the amount of dollars so purchased exceeds (a) the sum originally due to any Bank or the Administrative Agent, as the case may be, and (b) any amounts shared with other Banks as a result of allocations of such excess as a disproportionate payment to such Bank under Section 12.04, such Bank or the Administrative Agent, as the case may be, agrees to remit such excess to the appropriate Borrower. SECTION 2.18. Foreign Subsidiary Costs. (a) If the cost to any Bank of making or maintaining any Loan to or creating any Acceptance for an Eligible Subsidiary is increased, or the amount of any sum received or receivable by any Bank (or its Applicable Lending Office) is reduced by an amount deemed by such Bank to be material, by reason of the fact that such Eligible Subsidiary is incorporated in, or conducts business in, a jurisdiction outside the United States of America, the Company shall indemnify such Bank for such increased cost or reduction within 15 days after demand by such Bank (with a copy to the Administrative Agent). A certificate of such Bank claiming compensation under this subsection (a) and setting forth the additional amount or 44

amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. (b) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge that will entitle such Bank to additional interest or payments pursuant to subsection (a) and will designate a different Applicable Lending Office, if, in the judgment of such Bank, such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise disadvantageous to such Bank. ARTICLE III ACCEPTANCES SECTION 3.01. ADDITIONAL DEFINITIONS. The following terms, as used throughout this Agreement, have the following meanings: "Acceptance" means a Draft drawn on a Bank and accepted by such Bank as provided in Section 3.03. "Acceptance Commission" means, with respect to each Acceptance, an amount determined pursuant to the following formula:
DA x ACR ---------1.00 + ACR Acceptance Commission Discounted Amount Acceptance Commission Rate

AC

=

AC DA ACR

= = =

"Acceptance Commission Rate" means, with respect to each Acceptance, the product of (i) the Annualized

amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. (b) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge that will entitle such Bank to additional interest or payments pursuant to subsection (a) and will designate a different Applicable Lending Office, if, in the judgment of such Bank, such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise disadvantageous to such Bank. ARTICLE III ACCEPTANCES SECTION 3.01. ADDITIONAL DEFINITIONS. The following terms, as used throughout this Agreement, have the following meanings: "Acceptance" means a Draft drawn on a Bank and accepted by such Bank as provided in Section 3.03. "Acceptance Commission" means, with respect to each Acceptance, an amount determined pursuant to the following formula:
DA x ACR ---------1.00 + ACR Acceptance Commission Discounted Amount Acceptance Commission Rate

AC

=

AC DA ACR

= = =

"Acceptance Commission Rate" means, with respect to each Acceptance, the product of (i) the Annualized Acceptance Commission Rate with respect to such Acceptance and (ii) the Annualization Fraction for such Acceptance. "Acceptance Date" means any date on which Drafts are accepted by the Banks in accordance with Section 3.03. "Acceptance Facility Termination Date" means March 29, 1995, or any later date to which the Acceptance Facility 45

Termination Date shall have been extended pursuant to Section 3.09. "Acceptance Obligation" means the Borrower's obligation pursuant to Section 3.04 to pay an accepting Bank the face amount of an Acceptance created by such Bank at the maturity of such Acceptance or to pay such Bank at an earlier date, pursuant to Section 2.13, 3.07 or 9.06, an amount equal to the face amount of such Acceptance less the applicable Prepayment Discount. "Annualization Fraction" means, with respect to each Acceptance, a fraction the numerator of which shall be the actual number of days from and including the applicable Acceptance Date to and including the maturity date of such Acceptance and the denominator of which shall be 360. "Annualized Acceptance Commission Rate" means, with respect to each Acceptance, the Euro-Dollar Margin for the Acceptance Date with respect to such Acceptance. "Discount" means, with respect to each Acceptance, an amount equal to the product of (i) the applicable Discount Rate, (ii) the face amount of such Acceptance and (iii) the applicable Annualization Fraction. "Discount Rate" means, with respect to each Acceptance, the discount rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of such of the rates per

Termination Date shall have been extended pursuant to Section 3.09. "Acceptance Obligation" means the Borrower's obligation pursuant to Section 3.04 to pay an accepting Bank the face amount of an Acceptance created by such Bank at the maturity of such Acceptance or to pay such Bank at an earlier date, pursuant to Section 2.13, 3.07 or 9.06, an amount equal to the face amount of such Acceptance less the applicable Prepayment Discount. "Annualization Fraction" means, with respect to each Acceptance, a fraction the numerator of which shall be the actual number of days from and including the applicable Acceptance Date to and including the maturity date of such Acceptance and the denominator of which shall be 360. "Annualized Acceptance Commission Rate" means, with respect to each Acceptance, the Euro-Dollar Margin for the Acceptance Date with respect to such Acceptance. "Discount" means, with respect to each Acceptance, an amount equal to the product of (i) the applicable Discount Rate, (ii) the face amount of such Acceptance and (iii) the applicable Annualization Fraction. "Discount Rate" means, with respect to each Acceptance, the discount rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of such of the rates per annum bid by the Banks as shall have been received by 9:30 A.M. (New York City time) on the date of the applicable Drawing for purchases by them of Eligible Acceptances which are created by them in approximately the face amount of and with the same maturity as such Acceptance. "Discounted Amount" means, with respect to each Acceptance, the face amount of such Acceptance less the Discount with respect to such Acceptance. "Draft" means a draft drawn on a Bank by the Borrower pursuant to a Notice of Drawing during the Drawing Availability Period. "Drawing" means the creation of Acceptances and the simultaneous discounting of such Acceptances at the same time by the Banks, severally, in the manner provided for in Section 3.03. 46

"Drawing Availability Period" means the period from the date hereof to and including the day which is 30 days before the Acceptance Facility Termination Date. "Eligible Acceptances" mean bankers' acceptances of the type described in paragraph 7 of Section 13 of the Federal Reserve Act and eligible for purchase by Federal Reserve Banks. "Notice of Drawing" has the meaning set forth in Section 3.03. "Prepayment Discount" means, with respect to each Acceptance Obligation, an amount equal to the product of (i) the face amount of the related Acceptance, (ii) the applicable Prepayment Discount Rate and (iii) a fraction the numerator of which shall be the actual number of days from and including the date on which such Acceptance Obligation becomes due pursuant to Section 2.13, 3.07 or 9.06 to and including the maturity date of the related Acceptance and the denominator of which shall be 360. "Prepayment Discount Rate" means, with respect to each Acceptance Obligation, the sum of (i) the Annualized Acceptance Commission Rate with respect to the relevant Acceptance and (ii) the lesser of (A) the discount rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum bid by the Banks at 10:00 A.M. (New York City time) or as soon thereafter as practicable on the date on which such Acceptance Obligation becomes due pursuant to Section 2.13, 3.07 or 9.06 for sales by them of Eligible Acceptances which are created by them in approximately the face amount of and with the same remaining term to maturity as the relevant Acceptance and (B) the Discount Rate applicable to the relevant Acceptance.

"Drawing Availability Period" means the period from the date hereof to and including the day which is 30 days before the Acceptance Facility Termination Date. "Eligible Acceptances" mean bankers' acceptances of the type described in paragraph 7 of Section 13 of the Federal Reserve Act and eligible for purchase by Federal Reserve Banks. "Notice of Drawing" has the meaning set forth in Section 3.03. "Prepayment Discount" means, with respect to each Acceptance Obligation, an amount equal to the product of (i) the face amount of the related Acceptance, (ii) the applicable Prepayment Discount Rate and (iii) a fraction the numerator of which shall be the actual number of days from and including the date on which such Acceptance Obligation becomes due pursuant to Section 2.13, 3.07 or 9.06 to and including the maturity date of the related Acceptance and the denominator of which shall be 360. "Prepayment Discount Rate" means, with respect to each Acceptance Obligation, the sum of (i) the Annualized Acceptance Commission Rate with respect to the relevant Acceptance and (ii) the lesser of (A) the discount rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum bid by the Banks at 10:00 A.M. (New York City time) or as soon thereafter as practicable on the date on which such Acceptance Obligation becomes due pursuant to Section 2.13, 3.07 or 9.06 for sales by them of Eligible Acceptances which are created by them in approximately the face amount of and with the same remaining term to maturity as the relevant Acceptance and (B) the Discount Rate applicable to the relevant Acceptance. SECTION 3.02. COMMITMENTS TO CREATE ACCEPTANCES. During the Drawing Availability Period, each Bank severally agrees, on the terms and conditions set forth in this Agreement, to accept and discount Drafts drawn upon such Bank by the Company or any Eligible Subsidiary; provided that (i) each resulting Acceptance is an Eligible Acceptance, (ii) immediately after each such Acceptance is so discounted, such Bank's Total Committed Exposure will not exceed its Commitment and (iii) immediately after each such Acceptance is so discounted, the aggregate face 47

amount of all Acceptances then outstanding less the aggregate face amount of all such Acceptances as to which the Borrower has theretofore paid or repaid Acceptance Obligations pursuant to Section 2.12 or 3.04 does not exceed $15,000,000. Each Drawing under this Section 3.02 shall be in the aggregate face amount of at least $1,000,000 or any larger multiple of $100,000 and shall be made from the several Banks ratably in proportion to their respective Commitments. SECTION 3.03. Method of Drawing. (a) The applicable Borrower shall give the Administrative Agent notice (a "Notice of Drawing") at least three Domestic Business Days before each Drawing, specifying: (i) the date of such Drawing (the "Acceptance Date"), which shall be a Domestic Business Day, (ii) the aggregate face amount of the Drafts to be drawn (which shall be denominated in United States dollars) in connection with such Drawing, (iii) the maturity date of such Drafts, which shall be a Domestic Business Day not less than 30 nor more than 180 days after the Acceptance Date and no later than the Acceptance Facility Termination Date, (iv) the following information: A. the type of goods being financed, B. the name of the country (or city and state, in the case of a domestic shipment) from which the goods have been shipped or are to be shipped,

amount of all Acceptances then outstanding less the aggregate face amount of all such Acceptances as to which the Borrower has theretofore paid or repaid Acceptance Obligations pursuant to Section 2.12 or 3.04 does not exceed $15,000,000. Each Drawing under this Section 3.02 shall be in the aggregate face amount of at least $1,000,000 or any larger multiple of $100,000 and shall be made from the several Banks ratably in proportion to their respective Commitments. SECTION 3.03. Method of Drawing. (a) The applicable Borrower shall give the Administrative Agent notice (a "Notice of Drawing") at least three Domestic Business Days before each Drawing, specifying: (i) the date of such Drawing (the "Acceptance Date"), which shall be a Domestic Business Day, (ii) the aggregate face amount of the Drafts to be drawn (which shall be denominated in United States dollars) in connection with such Drawing, (iii) the maturity date of such Drafts, which shall be a Domestic Business Day not less than 30 nor more than 180 days after the Acceptance Date and no later than the Acceptance Facility Termination Date, (iv) the following information: A. the type of goods being financed, B. the name of the country (or city and state, in the case of a domestic shipment) from which the goods have been shipped or are to be shipped, C. the name of the country (or city and state, in the case of a domestic shipment) of the destination of the goods, D. the shipment date for the goods being shipped, and E. the aggregate amount of the invoice for such shipment, and 48

(v) such additional information as the Administrative Agent or any Bank may reasonably request. (b) Upon receipt of a Notice of Drawing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of the aggregate face amount of Drafts to be drawn in connection with such Drawing. Such Notice of Drawing shall not thereafter be revocable by any Borrower. Promptly after 9:30 A.M. on the date of each Drawing, the Administrative Agent shall determine and notify each Bank of the Discount applicable to the Acceptance created hereunder. Each Bank agrees to use its best efforts to furnish quotations to the Administrative Agent. If any Bank does not furnish a timely quotation, the Administrative Agent shall determine the relevant Discount on the basis of the quotation or quotations by the remaining Bank or Banks. (c) Not later than 12:00 Noon (New York City time) on the date of each Drawing, each Bank shall (i) prepare a Draft or Drafts, substantially in the form of Exhibit E hereto, dated the Acceptance Date, in an aggregate face amount equal to such Bank's ratable share of the aggregate face amount of Drafts to be drawn in connection with such Drawing and with the maturity date specified by the applicable Borrower in its Notice of Drawing, (ii) accept such Draft or Drafts, determine the Discount applicable to the Acceptance or Acceptances created thereby and discount such Acceptance or Acceptances at the face amount thereof less the applicable Discount, (iii) subtract from the proceeds of discounting such Acceptance or Acceptances the applicable Acceptance Commission, and (iv) make available to the Administrative Agent at its address specified in or pursuant to Section 12.01, in Federal

(v) such additional information as the Administrative Agent or any Bank may reasonably request. (b) Upon receipt of a Notice of Drawing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of the aggregate face amount of Drafts to be drawn in connection with such Drawing. Such Notice of Drawing shall not thereafter be revocable by any Borrower. Promptly after 9:30 A.M. on the date of each Drawing, the Administrative Agent shall determine and notify each Bank of the Discount applicable to the Acceptance created hereunder. Each Bank agrees to use its best efforts to furnish quotations to the Administrative Agent. If any Bank does not furnish a timely quotation, the Administrative Agent shall determine the relevant Discount on the basis of the quotation or quotations by the remaining Bank or Banks. (c) Not later than 12:00 Noon (New York City time) on the date of each Drawing, each Bank shall (i) prepare a Draft or Drafts, substantially in the form of Exhibit E hereto, dated the Acceptance Date, in an aggregate face amount equal to such Bank's ratable share of the aggregate face amount of Drafts to be drawn in connection with such Drawing and with the maturity date specified by the applicable Borrower in its Notice of Drawing, (ii) accept such Draft or Drafts, determine the Discount applicable to the Acceptance or Acceptances created thereby and discount such Acceptance or Acceptances at the face amount thereof less the applicable Discount, (iii) subtract from the proceeds of discounting such Acceptance or Acceptances the applicable Acceptance Commission, and (iv) make available to the Administrative Agent at its address specified in or pursuant to Section 12.01, in Federal or other funds immediately available in New York City, an amount equal to the result obtained in clause (iii) above. 49

Unless the Administrative Agent determines that any applicable condition specified in Section 3.05 has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the applicable Borrower at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of a Drawing that such Bank will not accept and discount Drafts in connection with such Drawing, the Administrative Agent shall be entitled to assume that such Bank will accept and discount Drafts in connection with such Drawing and, in reliance on such assumption, the Administrative Agent may make an amount corresponding to the amount such Bank is to make available pursuant to subsection (c) above (such Bank's "share" of such Drawing) available to the applicable Borrower for the account of such Bank. If the Administrative Agent makes such corresponding amount available to the applicable Borrower and such Bank does not in fact make its share of such Drawing available on such date, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank or the applicable Borrower, together with interest thereon, for each day during the period from the date of such Drawing until such sum shall be paid in full, at a rate per annum equal to the Federal Funds Rate. (e) To enable the Banks to create Acceptances in the manner specified in this Section 3.03, each Borrower hereby constitutes and appoints each Bank, acting by any of such Bank's officers, its true and lawful attorney-infact (i) to sign for and on behalf and in the name of such Borrower as drawer, Drafts drawn on such Bank payable to the order of such Borrower or payable to the order of such Bank, (ii) to fill in the amount, date and maturity date of such Drafts as specified in this Section 3.03, and (iii) in the case of Drafts payable to the order of a Borrower, to endorse such Drafts in blank for and on behalf and in the name of such Borrower. (f) Each Bank may at any time, and from time to time, sell or otherwise dispose of any or all Acceptances created by it hereunder. (g) After each Acceptance shall have expired and been paid in full, the Bank to which such Acceptance shall

Unless the Administrative Agent determines that any applicable condition specified in Section 3.05 has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the applicable Borrower at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of a Drawing that such Bank will not accept and discount Drafts in connection with such Drawing, the Administrative Agent shall be entitled to assume that such Bank will accept and discount Drafts in connection with such Drawing and, in reliance on such assumption, the Administrative Agent may make an amount corresponding to the amount such Bank is to make available pursuant to subsection (c) above (such Bank's "share" of such Drawing) available to the applicable Borrower for the account of such Bank. If the Administrative Agent makes such corresponding amount available to the applicable Borrower and such Bank does not in fact make its share of such Drawing available on such date, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank or the applicable Borrower, together with interest thereon, for each day during the period from the date of such Drawing until such sum shall be paid in full, at a rate per annum equal to the Federal Funds Rate. (e) To enable the Banks to create Acceptances in the manner specified in this Section 3.03, each Borrower hereby constitutes and appoints each Bank, acting by any of such Bank's officers, its true and lawful attorney-infact (i) to sign for and on behalf and in the name of such Borrower as drawer, Drafts drawn on such Bank payable to the order of such Borrower or payable to the order of such Bank, (ii) to fill in the amount, date and maturity date of such Drafts as specified in this Section 3.03, and (iii) in the case of Drafts payable to the order of a Borrower, to endorse such Drafts in blank for and on behalf and in the name of such Borrower. (f) Each Bank may at any time, and from time to time, sell or otherwise dispose of any or all Acceptances created by it hereunder. (g) After each Acceptance shall have expired and been paid in full, the Bank to which such Acceptance shall have been returned shall mark it "paid in full" and return it to the applicable Borrower, through the Administrative Agent. 50

SECTION 3.04. Payment of Acceptance Obligations. (a) Unless the applicable Borrower's obligations with respect to an Acceptance have previously become due and payable pursuant to Section 2.13, 3.07 or 9.06, such Borrower shall pay an amount equal to the face amount of such Acceptance, on the maturity date of such Acceptance, to the Administrative Agent for the account of the accepting Bank. (b) If any Borrower fails to pay when due any amount payable by such Borrower with respect to any Acceptance pursuant to subsection (a) of this Section or Section 2.13, 3.07 or 9.06, such Borrower shall pay interest on such overdue amount, to the extent permitted by law, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. SECTION 3.05. Conditions to Drawings. The obligation of each Bank to create and discount Acceptances on the occasion of each Drawing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Drawing as required by Section 3.03; (b) the fact that, immediately before and after such Drawing, no Bank's Total Committed Exposure will exceed such Bank's Commitment; (c) the fact that, immediately before and after such Drawing, the Total Aggregate Exposure shall not exceed the Available Amount; (d) the fact that, immediately before and after such Drawing, no Default shall have occurred and be continuing; and

SECTION 3.04. Payment of Acceptance Obligations. (a) Unless the applicable Borrower's obligations with respect to an Acceptance have previously become due and payable pursuant to Section 2.13, 3.07 or 9.06, such Borrower shall pay an amount equal to the face amount of such Acceptance, on the maturity date of such Acceptance, to the Administrative Agent for the account of the accepting Bank. (b) If any Borrower fails to pay when due any amount payable by such Borrower with respect to any Acceptance pursuant to subsection (a) of this Section or Section 2.13, 3.07 or 9.06, such Borrower shall pay interest on such overdue amount, to the extent permitted by law, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. SECTION 3.05. Conditions to Drawings. The obligation of each Bank to create and discount Acceptances on the occasion of each Drawing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Drawing as required by Section 3.03; (b) the fact that, immediately before and after such Drawing, no Bank's Total Committed Exposure will exceed such Bank's Commitment; (c) the fact that, immediately before and after such Drawing, the Total Aggregate Exposure shall not exceed the Available Amount; (d) the fact that, immediately before and after such Drawing, no Default shall have occurred and be continuing; and (e) the fact that the representations and warranties of the Borrowers contained in this Agreement, including, without limitation, the representations and warranties in Section 3.06, shall be true on and as of the date of such Drawing. Each Drawing hereunder shall be deemed to be a representation and warranty by the Borrowers on the date of such Drawing as to the facts specified in clauses (b), (c), (d) and (e) of this Section. 51

The obligation of each Bank to create and discount Acceptances on the occasion of the first Drawing by any Borrower is subject to the additional condition that the first Borrowing by such Borrower shall have been made. SECTION 3.06. Representations and Warranties with Respect to Acceptances. Each Borrower represents, with respect to the Acceptances included in each Drawing by such Borrower hereunder, that: (a) the proceeds of such Acceptances will be used by such Borrower solely to finance goods which are shipped by or to such Borrower, the shipment thereof and the distribution thereof into the channels of trade; (b) the aggregate face amount of such Acceptances will not exceed the c.i.f. value of the goods to be financed thereby; (c) no financing will be outstanding or will be undertaken with respect to such goods or shipment other than the financing provided by such Acceptances; (d) the date of such Drawing will be within 30 days of the shipment of such goods; (e) on the date of such Drawing, if such goods have not been shipped, the seller of such goods will be under contract to ship such goods; (f) all exchange, export and import licenses, if required under applicable law and regulations for the exportation, importation, and payment of the purchase price and related costs of such goods or shipment, will be obtained on

The obligation of each Bank to create and discount Acceptances on the occasion of the first Drawing by any Borrower is subject to the additional condition that the first Borrowing by such Borrower shall have been made. SECTION 3.06. Representations and Warranties with Respect to Acceptances. Each Borrower represents, with respect to the Acceptances included in each Drawing by such Borrower hereunder, that: (a) the proceeds of such Acceptances will be used by such Borrower solely to finance goods which are shipped by or to such Borrower, the shipment thereof and the distribution thereof into the channels of trade; (b) the aggregate face amount of such Acceptances will not exceed the c.i.f. value of the goods to be financed thereby; (c) no financing will be outstanding or will be undertaken with respect to such goods or shipment other than the financing provided by such Acceptances; (d) the date of such Drawing will be within 30 days of the shipment of such goods; (e) on the date of such Drawing, if such goods have not been shipped, the seller of such goods will be under contract to ship such goods; (f) all exchange, export and import licenses, if required under applicable law and regulations for the exportation, importation, and payment of the purchase price and related costs of such goods or shipment, will be obtained on or before the date of such Drawing; (g) the maturity date of such Acceptances will be reasonably commensurate with the anticipated time required for the shipment of such goods from the country (or state, in the case of a domestic shipment) of origin and importation into the country (or state, in the case of a domestic shipment) of destination and the processing of such shipment into the channels of trade on usual credit terms; (h) such goods will be shipped (i) across state borders or (ii) for a distance in excess of 25 miles; 52

(i) on the date of such Drawing, such Borrower will be the owner of all of the goods the shipment of which is being financed by such Acceptances free and clear of all Liens; (j) on or prior to the date of such Drawing, such Borrower will be a party to the contract for the sale or purchase of the goods being financed by such Acceptances or, if such Borrower is not a party to such contract, the obligation to purchase or sell such goods and all other incidents of such contract will have been assigned to such Borrower; and (k) all the information regarding such goods and shipment set forth in the Notice of Drawing for such Acceptances pursuant to Section 3.03 will be true and correct. SECTION 3.07. Default; Mandatory Prepayment. (a) If one or more Events of Default shall have occurred and be continuing, the Administrative Agent shall, if requested by the Required Banks, by notice to the Company declare the Acceptance Obligations on all Acceptances then outstanding to be, and such Acceptance Obligations shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; PROVIDED that in the case of any of the Events of Default specified in clause (g) or (h) of Section 7.01 with respect to any Borrower, without any notice to any Borrower or any other act by the Administrative Agent or the Banks, the Acceptance Obligations on all Acceptances shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower. (b) If any Borrower becomes obligated to prepay any Acceptance Obligation upon any mandatory prepayment thereof pursuant to Section 2.13 or 9.06 or upon acceleration thereof pursuant to subsection (a) of this Section 3.07, the amount due and payable by such Borrower shall be equal to the face amount of the related

(i) on the date of such Drawing, such Borrower will be the owner of all of the goods the shipment of which is being financed by such Acceptances free and clear of all Liens; (j) on or prior to the date of such Drawing, such Borrower will be a party to the contract for the sale or purchase of the goods being financed by such Acceptances or, if such Borrower is not a party to such contract, the obligation to purchase or sell such goods and all other incidents of such contract will have been assigned to such Borrower; and (k) all the information regarding such goods and shipment set forth in the Notice of Drawing for such Acceptances pursuant to Section 3.03 will be true and correct. SECTION 3.07. Default; Mandatory Prepayment. (a) If one or more Events of Default shall have occurred and be continuing, the Administrative Agent shall, if requested by the Required Banks, by notice to the Company declare the Acceptance Obligations on all Acceptances then outstanding to be, and such Acceptance Obligations shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; PROVIDED that in the case of any of the Events of Default specified in clause (g) or (h) of Section 7.01 with respect to any Borrower, without any notice to any Borrower or any other act by the Administrative Agent or the Banks, the Acceptance Obligations on all Acceptances shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower. (b) If any Borrower becomes obligated to prepay any Acceptance Obligation upon any mandatory prepayment thereof pursuant to Section 2.13 or 9.06 or upon acceleration thereof pursuant to subsection (a) of this Section 3.07, the amount due and payable by such Borrower shall be equal to the face amount of the related Acceptances less the applicable Prepayment Discount. At the time of each such prepayment or acceleration, each Bank shall deliver to the Company and the Administrative Agent a certificate as to the amount of the Prepayment Discount applicable to its Acceptances, which certificate shall be conclusive in the absence of manifest error. 53

SECTION 3.08. Amendments and Waivers. Notwithstanding the provisions of Section 12.05, no amendment or waiver of this Agreement shall, unless signed by all the Banks, (i) reduce the amount of or postpone the date fixed for any payment of Acceptance Obligations, (ii) change the manner of pro rata application of any payments of Acceptance Obligations, (iii) change the Acceptance Commission Rate or (iv) change the number of Banks which shall be required for the Banks to take any action under this Section. SECTION 3.09. Extension of Acceptance Facility Termination Date. On any date in January or February of 1995 and on any date in any subsequent January or February prior to the Acceptance Facility Termination Date, the Company shall notify the Administrative Agent and each Bank if the Company desires to have the Acceptance Facility Termination Date extended from the March 29 following such notice (each such March 29 being referred to as an "Extension Request Date") to the March 29 that is one year after the Extension Request Date. Any such request by the Company shall be substantially in the form of Exhibit L hereto. The Banks will make every reasonable effort to respond to the Company's request (whether affirmatively, by countersigning and delivering such request to the Company, or negatively) within 25 days of receipt thereof. If all of the Banks elect, in their sole discretion, to extend the Acceptance Facility Termination Date and so notify the Company and the Administrative Agent no later than the relevant Extension Request Date, the Acceptance Facility Termination Date shall be extended to the March 29 of the year following such Extension Request Date. ARTICLE IV CONDITIONS SECTION 4.01. Closing. The closing hereunder shall occur upon receipt by the Administrative Agent of the following documents, each dated the Closing Date unless otherwise indicated: (a) a duly executed Note of the Company for the account of each Bank dated on or before the Closing Date

SECTION 3.08. Amendments and Waivers. Notwithstanding the provisions of Section 12.05, no amendment or waiver of this Agreement shall, unless signed by all the Banks, (i) reduce the amount of or postpone the date fixed for any payment of Acceptance Obligations, (ii) change the manner of pro rata application of any payments of Acceptance Obligations, (iii) change the Acceptance Commission Rate or (iv) change the number of Banks which shall be required for the Banks to take any action under this Section. SECTION 3.09. Extension of Acceptance Facility Termination Date. On any date in January or February of 1995 and on any date in any subsequent January or February prior to the Acceptance Facility Termination Date, the Company shall notify the Administrative Agent and each Bank if the Company desires to have the Acceptance Facility Termination Date extended from the March 29 following such notice (each such March 29 being referred to as an "Extension Request Date") to the March 29 that is one year after the Extension Request Date. Any such request by the Company shall be substantially in the form of Exhibit L hereto. The Banks will make every reasonable effort to respond to the Company's request (whether affirmatively, by countersigning and delivering such request to the Company, or negatively) within 25 days of receipt thereof. If all of the Banks elect, in their sole discretion, to extend the Acceptance Facility Termination Date and so notify the Company and the Administrative Agent no later than the relevant Extension Request Date, the Acceptance Facility Termination Date shall be extended to the March 29 of the year following such Extension Request Date. ARTICLE IV CONDITIONS SECTION 4.01. Closing. The closing hereunder shall occur upon receipt by the Administrative Agent of the following documents, each dated the Closing Date unless otherwise indicated: (a) a duly executed Note of the Company for the account of each Bank dated on or before the Closing Date complying with the provisions of Section 2.05; (b) an opinion of Ropes & Gray, counsel for the Company, substantially in the form of Exhibit F hereto and 54

covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (c) an opinion of Davis Polk & Wardwell, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (d) evidence satisfactory to the Administrative Agent that all "Loans" and "Acceptances" (in each case as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all other amounts payable by the Company or any "Borrower" (as so defined) thereunder shall have been paid in full and that the Commitments (as so defined) thereunder shall have been terminated in their entirety; and (e) all documents the Administrative Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement, the Drafts and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Company and the Banks of the Closing Date, and such notice shall be conclusive and binding on all parties hereto. SECTION 4.02. BORROWINGS. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to May 31, 1993; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the

covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (c) an opinion of Davis Polk & Wardwell, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (d) evidence satisfactory to the Administrative Agent that all "Loans" and "Acceptances" (in each case as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all other amounts payable by the Company or any "Borrower" (as so defined) thereunder shall have been paid in full and that the Commitments (as so defined) thereunder shall have been terminated in their entirety; and (e) all documents the Administrative Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement, the Drafts and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Company and the Banks of the Closing Date, and such notice shall be conclusive and binding on all parties hereto. SECTION 4.02. BORROWINGS. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to May 31, 1993; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (c) the fact that, immediately before and after such Borrowing, no Bank's Total Committed Exposure will exceed such Bank's Commitment; (d) the fact that, immediately before and after such Borrowing, the Total Aggregate Exposure shall not exceed the Available Amount; 55

(e) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (f) the fact that the representations and warranties of the Borrowers contained in this Agreement shall be true on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers on the date of such Borrowing as to the facts specified in clauses (c), (d), (e) and (f) of this Section. SECTION 4.03. First Borrowing by Each Eligible Subsidiary. The obligation of each Bank to make a Loan on the occasion of the first Borrowing by each Eligible Subsidiary is subject to the satisfaction of the following further conditions: (a) receipt by the Administrative Agent for the account of each Bank of a duly executed Note of such Eligible Subsidiary dated on or before the date of such Borrowing complying with the provisions of Section 2.05; (b) receipt by the Administrative Agent of an opinion of counsel for such Eligible Subsidiary acceptable to the Administrative Agent, substantially in the form of Exhibit J hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (c) receipt by the Administrative Agent of all documents which it may reasonably request relating to the existence of such Eligible Subsidiary, the corporate authority for and the validity of the Election to Participate of such

(e) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (f) the fact that the representations and warranties of the Borrowers contained in this Agreement shall be true on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers on the date of such Borrowing as to the facts specified in clauses (c), (d), (e) and (f) of this Section. SECTION 4.03. First Borrowing by Each Eligible Subsidiary. The obligation of each Bank to make a Loan on the occasion of the first Borrowing by each Eligible Subsidiary is subject to the satisfaction of the following further conditions: (a) receipt by the Administrative Agent for the account of each Bank of a duly executed Note of such Eligible Subsidiary dated on or before the date of such Borrowing complying with the provisions of Section 2.05; (b) receipt by the Administrative Agent of an opinion of counsel for such Eligible Subsidiary acceptable to the Administrative Agent, substantially in the form of Exhibit J hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (c) receipt by the Administrative Agent of all documents which it may reasonably request relating to the existence of such Eligible Subsidiary, the corporate authority for and the validity of the Election to Participate of such Eligible Subsidiary, this Agreement and the Drafts and Notes of such Eligible Subsidiary, and any other matters relevant thereto, all in form and substance satisfactory to the Administrative Agent. The opinion referred to in clause (b) above shall be dated no more than five Euro-Dollar Business Days before the date of the first Borrowing by such Eligible Subsidiary hereunder. 56

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants that: SECTION 5.01. Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. SECTION 5.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement, its Drafts and its Notes are within the Company's corporate powers, 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 disclosure, if any, thereof, and filing, if any, of a copy hereof with the Securities and Exchange Commission, required by the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 5.03. Binding Effect. This Agreement constitutes a valid and binding agreement of the Company and its Drafts and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Company. SECTION 5.04. Financial Information.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants that: SECTION 5.01. Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. SECTION 5.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement, its Drafts and its Notes are within the Company's corporate powers, 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 disclosure, if any, thereof, and filing, if any, of a copy hereof with the Securities and Exchange Commission, required by the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 5.03. Binding Effect. This Agreement constitutes a valid and binding agreement of the Company and its Drafts and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Company. SECTION 5.04. Financial Information. (a) The consolidated balance sheet of the Company and its Consolidated Subsidiaries as of December 31, 1992 and the related consolidated statements of operations, changes in stockholders' equity and cash flow for the fiscal 57

year then ended, reported on by Deloitte & Touche and set forth in the Company's 1992 Form 10-K, a copy of which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) Since December 31, 1992 there has been no material adverse change in the business, financial position or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. SECTION 5.05. Litigation. There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries or which in any manner draws into question the validity of this Agreement, the Drafts or the Notes. SECTION 5.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

year then ended, reported on by Deloitte & Touche and set forth in the Company's 1992 Form 10-K, a copy of which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) Since December 31, 1992 there has been no material adverse change in the business, financial position or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. SECTION 5.05. Litigation. There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries or which in any manner draws into question the validity of this Agreement, the Drafts or the Notes. SECTION 5.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. SECTION 5.07. Environmental Matters. In the ordinary course of its business, the Company conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and 58

evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a material adverse effect on the business, financial condition, results of operations or prospects of the Company and its Consolidated Subsidiaries, considered as a whole. SECTION 5.08. Taxes. United States Federal income tax returns of the Company and its Subsidiaries have been closed through the fiscal year ended December 31, 1989. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which 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 Company or any Subsidiary, except for any such taxes being diligently contested in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Company, adequate. SECTION 5.09. Subsidiaries. Each of the Company's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all corporate or other powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. SECTION 5.10. Not an Investment Company. The Company is not an "investment company" within the meaning

evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a material adverse effect on the business, financial condition, results of operations or prospects of the Company and its Consolidated Subsidiaries, considered as a whole. SECTION 5.08. Taxes. United States Federal income tax returns of the Company and its Subsidiaries have been closed through the fiscal year ended December 31, 1989. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which 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 Company or any Subsidiary, except for any such taxes being diligently contested in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Company, adequate. SECTION 5.09. Subsidiaries. Each of the Company's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all corporate or other powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. SECTION 5.10. Not an Investment Company. The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. SECTION 5.11. Full Disclosure. All information heretofore furnished by the Company to the Administrative 59

Agent or any Bank for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Company to the Administrative Agent or any Bank will be, true and accurate in all material respects on the date as of which such information is stated or certified. The Company has disclosed to the Banks in writing any and all facts, other than general economic conditions, which materially and adversely affect or may affect (to the extent the Company can now reasonably foresee) the business, operations or financial condition of the Company and its Consolidated Subsidiaries, taken as a whole, or the ability of the Company to perform its obligations under this Agreement, the Notes and the Drafts. ARTICLE VI COVENANTS The Company agrees that, so long as any Bank has any Commitment hereunder or any amount payable under any Note or any Acceptance Obligation remains unpaid: SECTION 6.01. Information. The Company will deliver to each of the Banks: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated and consolidating statements of operations and consolidated statements of changes in stockholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, (x) in the case of the consolidated statements, all reported on in a manner acceptable to the Securities and Exchange Commission by Deloitte & Touche or other independent public accountants of nationally recognized standing, and (y) in the case of the consolidating statements, all certified as to fairness of presentation, generally accepted accounting principles and consistency by

Agent or any Bank for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Company to the Administrative Agent or any Bank will be, true and accurate in all material respects on the date as of which such information is stated or certified. The Company has disclosed to the Banks in writing any and all facts, other than general economic conditions, which materially and adversely affect or may affect (to the extent the Company can now reasonably foresee) the business, operations or financial condition of the Company and its Consolidated Subsidiaries, taken as a whole, or the ability of the Company to perform its obligations under this Agreement, the Notes and the Drafts. ARTICLE VI COVENANTS The Company agrees that, so long as any Bank has any Commitment hereunder or any amount payable under any Note or any Acceptance Obligation remains unpaid: SECTION 6.01. Information. The Company will deliver to each of the Banks: (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated and consolidating statements of operations and consolidated statements of changes in stockholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, (x) in the case of the consolidated statements, all reported on in a manner acceptable to the Securities and Exchange Commission by Deloitte & Touche or other independent public accountants of nationally recognized standing, and (y) in the case of the consolidating statements, all certified as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer or the chief accounting officer of the Company; 60

(b) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated and consolidating statements of operations and consolidated statements of changes in stockholders' equity and cash flows for such quarter and for the portion of the Company's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Company's previous fiscal year, all certified (subject to normal year-end adjustments and the non-inclusion of notes permitted by the applicable regulations of the Securities and Exchange Commission to be excluded from quarterly reports filed on Form 10-Q) as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer or the chief accounting officer of the Company; (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer or the chief accounting officer of the Company (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 6.07 through 6.11, inclusive, and Sections 6.13 and 6.15 on the date of such financial statements, (ii) setting forth in reasonable detail the calculations of the Assets Component, the Borrowing Base and the Available Amount as of the date of such financial statements and whether the Company is thereby required to take or cause to be taken any action to comply with Section 2.13 and (iii) stating whether 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 Company is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements referred to in clause 61

(a) above, a certificate of the firm of independent public accountants which reported on such statements (i) whether anything has come to their attention to cause them to believe that any Default existed on the date of such

(b) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated and consolidating statements of operations and consolidated statements of changes in stockholders' equity and cash flows for such quarter and for the portion of the Company's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Company's previous fiscal year, all certified (subject to normal year-end adjustments and the non-inclusion of notes permitted by the applicable regulations of the Securities and Exchange Commission to be excluded from quarterly reports filed on Form 10-Q) as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer or the chief accounting officer of the Company; (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer or the chief accounting officer of the Company (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 6.07 through 6.11, inclusive, and Sections 6.13 and 6.15 on the date of such financial statements, (ii) setting forth in reasonable detail the calculations of the Assets Component, the Borrowing Base and the Available Amount as of the date of such financial statements and whether the Company is thereby required to take or cause to be taken any action to comply with Section 2.13 and (iii) stating whether 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 Company is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements referred to in clause 61

(a) above, a certificate of the firm of independent public accountants which reported on such statements (i) whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and (ii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to clause (c) above; (e) within 21 days after the end of each monthly accounting period of the Company, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth calculations in reasonable detail of the Company's best estimate of the Assets Component, the Borrowing Base and the Available Amount as of the end of such month and whether the Company is required to take or cause to be taken any action to comply with Section 2.13; (f) within five days after any officer of the Company obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (g) promptly upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed; (h) 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 Company shall have filed with the Securities and Exchange Commission; (i) if and when any member of the ERISA Group (i) gives 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 62

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; (ii) receives notice of complete or partial withdrawal liability under Title IV of

(a) above, a certificate of the firm of independent public accountants which reported on such statements (i) whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and (ii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to clause (c) above; (e) within 21 days after the end of each monthly accounting period of the Company, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth calculations in reasonable detail of the Company's best estimate of the Assets Component, the Borrowing Base and the Available Amount as of the end of such month and whether the Company is required to take or cause to be taken any action to comply with Section 2.13; (f) within five days after any officer of the Company obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (g) promptly upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed; (h) 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 Company shall have filed with the Securities and Exchange Commission; (i) if and when any member of the ERISA Group (i) gives 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 62

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; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041( c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details as to such occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; and (j) from time to time such additional information regarding the financial position or business of the Company and its Subsidiaries as the Administrative Agent, at the request of any Bank, may reasonably request. SECTION 6.02. Payment of Obligations. The Company will pay and discharge, and will cause each Subsidiary to pay and discharge, at or before maturity or in accordance with customary trade practices, all their respective material obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings, and will maintain, and will cause each Subsidiary to maintain, in accordance with generally accepted accounting 63

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; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041( c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details as to such occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; and (j) from time to time such additional information regarding the financial position or business of the Company and its Subsidiaries as the Administrative Agent, at the request of any Bank, may reasonably request. SECTION 6.02. Payment of Obligations. The Company will pay and discharge, and will cause each Subsidiary to pay and discharge, at or before maturity or in accordance with customary trade practices, all their respective material obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings, and will maintain, and will cause each Subsidiary to maintain, in accordance with generally accepted accounting 63

principles, appropriate reserves for the accrual of any of the same. SECTION 6.03. Maintenance of Property; Insurance. (a) The Company will maintain, and will cause each Subsidiary to maintain, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. (b) The Company will, and will cause each of its Subsidiaries to, maintain (either in the name of the Company or in such Subsidiary's own name) with financially sound and responsible insurance companies, insurance on all their respective properties in at least such amounts and against at least such risks (and with such risk retention) as are (i) insured against under the policies of insurance of the Company and its Subsidiaries set forth on the schedule previously provided by the Company to the Banks or (ii) usually insured against in the same general area by companies of established repute engaged in the same or a similar business; and will furnish to the Banks, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. SECTION 6.04. Conduct of Business and Maintenance of Existence. The Company will continue, and will cause each Subsidiary to continue, to engage in business of the same general type as now conducted by the Company and its Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 6.04 shall prohibit (i) the merger or consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Wholly-Owned Subsidiary or the merger of a Subsidiary into the Company if, in each case, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the corporate existence of any Subsidiary if such termination is not materially disadvantageous to the Banks and the Company in good faith determines that such termination is in the best interest of the Company or (iii) a sale of capital stock of a Subsidiary permitted under Section 6.12(ii). SECTION 6.05. Compliance with Laws. The Company will comply, and cause each Subsidiary to comply, in all 64

principles, appropriate reserves for the accrual of any of the same. SECTION 6.03. Maintenance of Property; Insurance. (a) The Company will maintain, and will cause each Subsidiary to maintain, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. (b) The Company will, and will cause each of its Subsidiaries to, maintain (either in the name of the Company or in such Subsidiary's own name) with financially sound and responsible insurance companies, insurance on all their respective properties in at least such amounts and against at least such risks (and with such risk retention) as are (i) insured against under the policies of insurance of the Company and its Subsidiaries set forth on the schedule previously provided by the Company to the Banks or (ii) usually insured against in the same general area by companies of established repute engaged in the same or a similar business; and will furnish to the Banks, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. SECTION 6.04. Conduct of Business and Maintenance of Existence. The Company will continue, and will cause each Subsidiary to continue, to engage in business of the same general type as now conducted by the Company and its Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 6.04 shall prohibit (i) the merger or consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Wholly-Owned Subsidiary or the merger of a Subsidiary into the Company if, in each case, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the corporate existence of any Subsidiary if such termination is not materially disadvantageous to the Banks and the Company in good faith determines that such termination is in the best interest of the Company or (iii) a sale of capital stock of a Subsidiary permitted under Section 6.12(ii). SECTION 6.05. Compliance with Laws. The Company will comply, and cause each Subsidiary to comply, in all 64

material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings. SECTION 6.06. Inspection of Property, Books and Records. The Company will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times, upon reasonable notice and as often as may reasonably be desired. SECTION 6.07. Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters will not be less than 2.5 to 1.0. SECTION 6.08. Debt. The Company will not, and will not permit any of its Subsidiaries to, incur or at any time be liable with respect to any Debt except: (a) Debt outstanding under this Agreement and the Acceptances and Notes, provided that for a single thirty-day period in each twelve-month period beginning after March 31, 1993, which thirty-day period is designated by the Company by notice to the Administrative Agent and each of the Banks at least two Domestic Business Days before the commencement of such period, the sum of (x) the Total Aggregate Exposure and (y) the aggregate outstanding principal amount of Debt permitted under clause (g) of this Section shall not exceed (i) for the period beginning April 1, 1993 and ending March 31, 1994,

material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings. SECTION 6.06. Inspection of Property, Books and Records. The Company will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times, upon reasonable notice and as often as may reasonably be desired. SECTION 6.07. Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters will not be less than 2.5 to 1.0. SECTION 6.08. Debt. The Company will not, and will not permit any of its Subsidiaries to, incur or at any time be liable with respect to any Debt except: (a) Debt outstanding under this Agreement and the Acceptances and Notes, provided that for a single thirty-day period in each twelve-month period beginning after March 31, 1993, which thirty-day period is designated by the Company by notice to the Administrative Agent and each of the Banks at least two Domestic Business Days before the commencement of such period, the sum of (x) the Total Aggregate Exposure and (y) the aggregate outstanding principal amount of Debt permitted under clause (g) of this Section shall not exceed (i) for the period beginning April 1, 1993 and ending March 31, 1994, $20,000,000, (ii) for the period beginning April 1, 1994 and ending March 31, 1995, $18,000,000 and (iii) for the period beginning April 1, 1995 and ending March 31, 1996, $16,000,000; 65

(b) Debt outstanding on the date of this Agreement and identified on Schedule I and extensions, renewals and refinancings thereof provided that no such extension, renewal or refinancing shall increase the principal amount of such Debt, shorten the maturity thereof or accelerate the amortization thereof; (c) Debt of any of the Company's Subsidiaries owing to the Company or any of its Wholly-Owned Subsidiaries permitted by Section 6.11; (d) Debt of the Company owing to the Outdoor Footwear Company, provided that the Outdoor Footwear Company is a Wholly-Owned Subsidiary at the time such Debt is outstanding; (e) Guarantees by the Company or any of its Subsidiaries of Debt of employees of the Company or any of its Wholly-Owned Subsidiaries, in an aggregate principal amount at any time outstanding not to exceed $1,000,000; (f) Debt of the Company or any of its Wholly-Owned Subsidiaries owing to a Subsidiary of the Company incurred as a result of the transfer of funds from an account under the control of such Subsidiary to an account under the control of the Company or such Wholly-Owned Subsidiary in connection with the Company's cash management program; (g) Permitted Short-Term Debt in an aggregate principal amount at any time outstanding not to exceed $17,000,000, provided that for a single thirty-day period in each twelve-month period beginning after March 31, 1993, which thirty-day period is designated by the Company by notice to the Administrative Agent and each of the Banks at least three Domestic Business Days before the commencement of such period, the sum of (x) the aggregate outstanding principal amount of such Permitted Short-Term Debt and (y) the Total Aggregate Exposure shall not exceed (i) for the period beginning April 1, 1993 and ending March 31, 1994, $20,000,000, (ii) for the period beginning

(b) Debt outstanding on the date of this Agreement and identified on Schedule I and extensions, renewals and refinancings thereof provided that no such extension, renewal or refinancing shall increase the principal amount of such Debt, shorten the maturity thereof or accelerate the amortization thereof; (c) Debt of any of the Company's Subsidiaries owing to the Company or any of its Wholly-Owned Subsidiaries permitted by Section 6.11; (d) Debt of the Company owing to the Outdoor Footwear Company, provided that the Outdoor Footwear Company is a Wholly-Owned Subsidiary at the time such Debt is outstanding; (e) Guarantees by the Company or any of its Subsidiaries of Debt of employees of the Company or any of its Wholly-Owned Subsidiaries, in an aggregate principal amount at any time outstanding not to exceed $1,000,000; (f) Debt of the Company or any of its Wholly-Owned Subsidiaries owing to a Subsidiary of the Company incurred as a result of the transfer of funds from an account under the control of such Subsidiary to an account under the control of the Company or such Wholly-Owned Subsidiary in connection with the Company's cash management program; (g) Permitted Short-Term Debt in an aggregate principal amount at any time outstanding not to exceed $17,000,000, provided that for a single thirty-day period in each twelve-month period beginning after March 31, 1993, which thirty-day period is designated by the Company by notice to the Administrative Agent and each of the Banks at least three Domestic Business Days before the commencement of such period, the sum of (x) the aggregate outstanding principal amount of such Permitted Short-Term Debt and (y) the Total Aggregate Exposure shall not exceed (i) for the period beginning April 1, 1993 and ending March 31, 1994, $20,000,000, (ii) for the period beginning 66

April 1, 1994 and ending March 31, 1995, $18,000,000 and (iii) for the period beginning April 1, 1995 and ending March 31, 1996, $16,000,000; (h) Debt denominated in English pounds sterling, French francs or German deutschemarks and having a maturity, at the time such Debt is incurred, of not more than one year from the date such Debt is incurred, provided that the aggregate principal amount of such Debt outstanding at any time shall not exceed (i) for such Debt denominated in English pounds sterling, #4,000,000, (ii) for such Debt denominated in French francs, FF20,000,000 and (iii) for such Debt denominated in German deutschemarks, DM5,000,000; (i) Permitted Long-Term Debt in an aggregate principal amount at any time outstanding not to exceed 50% of Consolidated Net Worth; and (j) Debt not otherwise permitted under the foregoing clauses of this Section in an aggregate principal amount not to exceed $1,000,000 at any time outstanding. SECTION 6.09. MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Consolidated Tangible Net Worth will at no time be less than the sum of (i) $70,000,000 and (ii) 80% of Aggregate Positive Consolidated Net Income. For purposes of this Section, "Aggregate Positive Consolidated Net Income" means the aggregate amount of consolidated net income for each fiscal quarter commencing on or after December 31, 1992 and ending on or prior to the date as of which compliance with this Section 6.09 is determined (with no deduction for consolidated net losses for any such fiscal quarter). SECTION 6.10. Restricted Payments. Neither the Company nor any Subsidiary will declare or make any Restricted Payment unless, after giving effect thereto, the aggregate of all Restricted Payments declared or made subsequent to December 31, 1990 does not exceed 25% of consolidated net income (less consolidated net loss, if any) of the Company and its Consolidated Subsidiaries for the period from January 1, 1991 through the end of the Company's then most recent fiscal quarter (treated for this purpose as a single accounting period). Nothing in this Section 6.10 shall prohibit the payment of any dividend or distribution within 60 days after the declaration thereof if such declaration was not prohibited by this Section 6.10.

April 1, 1994 and ending March 31, 1995, $18,000,000 and (iii) for the period beginning April 1, 1995 and ending March 31, 1996, $16,000,000; (h) Debt denominated in English pounds sterling, French francs or German deutschemarks and having a maturity, at the time such Debt is incurred, of not more than one year from the date such Debt is incurred, provided that the aggregate principal amount of such Debt outstanding at any time shall not exceed (i) for such Debt denominated in English pounds sterling, #4,000,000, (ii) for such Debt denominated in French francs, FF20,000,000 and (iii) for such Debt denominated in German deutschemarks, DM5,000,000; (i) Permitted Long-Term Debt in an aggregate principal amount at any time outstanding not to exceed 50% of Consolidated Net Worth; and (j) Debt not otherwise permitted under the foregoing clauses of this Section in an aggregate principal amount not to exceed $1,000,000 at any time outstanding. SECTION 6.09. MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Consolidated Tangible Net Worth will at no time be less than the sum of (i) $70,000,000 and (ii) 80% of Aggregate Positive Consolidated Net Income. For purposes of this Section, "Aggregate Positive Consolidated Net Income" means the aggregate amount of consolidated net income for each fiscal quarter commencing on or after December 31, 1992 and ending on or prior to the date as of which compliance with this Section 6.09 is determined (with no deduction for consolidated net losses for any such fiscal quarter). SECTION 6.10. Restricted Payments. Neither the Company nor any Subsidiary will declare or make any Restricted Payment unless, after giving effect thereto, the aggregate of all Restricted Payments declared or made subsequent to December 31, 1990 does not exceed 25% of consolidated net income (less consolidated net loss, if any) of the Company and its Consolidated Subsidiaries for the period from January 1, 1991 through the end of the Company's then most recent fiscal quarter (treated for this purpose as a single accounting period). Nothing in this Section 6.10 shall prohibit the payment of any dividend or distribution within 60 days after the declaration thereof if such declaration was not prohibited by this Section 6.10. 67

SECTION 6.11. Investments. Neither the Company nor any Consolidated Subsidiary will make or acquire any Investment in any Person other than: (a) Investments in Persons which immediately before and after giving effect to such Investment are Subsidiaries of the Company, if, immediately thereafter, the aggregate amount of all such Investments made after the date hereof does not exceed $25,000,000 at any one time outstanding; (b) Temporary Cash Investments; (c) loans or advances to current employees of the Company or such Consolidated Subsidiary having a maturity of less than one year in an aggregate principal amount at any time outstanding not to exceed $1,000,000; (d) Investments the sole consideration for which is newly issued common stock of the Company or newly issued preferred stock of the Company that is not subject to mandatory redemption or redemption at the option of the holder before the fourth anniversary of the date of issuance thereof; (e) Investments consisting of Debt permitted under Section 6.08(d) or 6.08(f); and (f) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate amount of all Investments permitted by this clause (f) does not exceed $10,000,000 at any one time outstanding. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without adjustments for increases or decreases in value, write-ups, write-downs or write-offs with respect to such Investment.

SECTION 6.11. Investments. Neither the Company nor any Consolidated Subsidiary will make or acquire any Investment in any Person other than: (a) Investments in Persons which immediately before and after giving effect to such Investment are Subsidiaries of the Company, if, immediately thereafter, the aggregate amount of all such Investments made after the date hereof does not exceed $25,000,000 at any one time outstanding; (b) Temporary Cash Investments; (c) loans or advances to current employees of the Company or such Consolidated Subsidiary having a maturity of less than one year in an aggregate principal amount at any time outstanding not to exceed $1,000,000; (d) Investments the sole consideration for which is newly issued common stock of the Company or newly issued preferred stock of the Company that is not subject to mandatory redemption or redemption at the option of the holder before the fourth anniversary of the date of issuance thereof; (e) Investments consisting of Debt permitted under Section 6.08(d) or 6.08(f); and (f) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate amount of all Investments permitted by this clause (f) does not exceed $10,000,000 at any one time outstanding. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without adjustments for increases or decreases in value, write-ups, write-downs or write-offs with respect to such Investment. SECTION 6.12. Maintenance of Ownership of Subsidiaries. The Company will at all times maintain direct or indirect legal and beneficial ownership of the percentage of outstanding shares of each class of capital stock set forth on Schedule II of each of its Subsidiaries, except as modified by (i) sales by Subsidiaries of directors' 68

qualifying shares, (ii) the sale to one or more third parties in a single transaction of all of the capital stock of The Timberland Company of Australia Pty., Ltd. or Timberland Footwear & Clothing New Zealand Limited, PROVIDED that no transfer of assets of the Company or any of its other Subsidiaries to The Timberland Company of Australia Pty., Ltd. or Timberland Footwear & Clothing New Zealand Limited, as the case may be, other than sales of inventory in the ordinary course of business, shall have been made on or prior to the date of such sale or shall be made in connection with such sale, (iii) mergers permitted pursuant to the proviso to Section 6.14 and (iv) grants or sales by The Outdoor Footwear Company of shares of its non-voting common stock to its employees consistent with past practice. SECTION 6.13. Negative Pledge. Neither the Company nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $15,000,000 and identified on Schedule I; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event;

qualifying shares, (ii) the sale to one or more third parties in a single transaction of all of the capital stock of The Timberland Company of Australia Pty., Ltd. or Timberland Footwear & Clothing New Zealand Limited, PROVIDED that no transfer of assets of the Company or any of its other Subsidiaries to The Timberland Company of Australia Pty., Ltd. or Timberland Footwear & Clothing New Zealand Limited, as the case may be, other than sales of inventory in the ordinary course of business, shall have been made on or prior to the date of such sale or shall be made in connection with such sale, (iii) mergers permitted pursuant to the proviso to Section 6.14 and (iv) grants or sales by The Outdoor Footwear Company of shares of its non-voting common stock to its employees consistent with past practice. SECTION 6.13. Negative Pledge. Neither the Company nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $15,000,000 and identified on Schedule I; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; 69

(f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 6.13, PROVIDED that such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $10,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on assets of Subsidiaries securing Debt owing to the Company or to Wholly-Owned Subsidiaries permitted by Section 6.08; and (i) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $2,000,000. SECTION 6.14. Consolidations, Mergers and Sales of Assets. The Company will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly in one transaction or a series of related transactions, all or any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that a Subsidiary of the Company may merge with the Company or a Wholly-Owned Subsidiary of the Company if (A) the Company or such Wholly-Owned Subsidiary, as the case may be, is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. SECTION 6.15. No Prepayment of Note Agreement Debt. (a) The Company will not, and will not permit any of its Subsidiaries to, voluntarily prepay any Debt outstanding under any of the Note Agreements, each dated as of September 30, 1989 and between the Company and the Purchaser named in Schedule I thereto (each a "Note Agreement").

(f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 6.13, PROVIDED that such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $10,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on assets of Subsidiaries securing Debt owing to the Company or to Wholly-Owned Subsidiaries permitted by Section 6.08; and (i) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $2,000,000. SECTION 6.14. Consolidations, Mergers and Sales of Assets. The Company will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly in one transaction or a series of related transactions, all or any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that a Subsidiary of the Company may merge with the Company or a Wholly-Owned Subsidiary of the Company if (A) the Company or such Wholly-Owned Subsidiary, as the case may be, is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. SECTION 6.15. No Prepayment of Note Agreement Debt. (a) The Company will not, and will not permit any of its Subsidiaries to, voluntarily prepay any Debt outstanding under any of the Note Agreements, each dated as of September 30, 1989 and between the Company and the Purchaser named in Schedule I thereto (each a "Note Agreement"). (b) The Company will not consent to any amendment of the final maturity of any Debt outstanding under any Note Agreement to a date prior to the Termination Date. 70

SECTION 6.16. Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section 6.16 shall not prohibit (a) the Company from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) the Company or any Subsidiary from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Company or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate, (c) the Company or any Subsidiary from making payments of principal, interest and premium on any Debt of the Company or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Company or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (d) the Company or any Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Company or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. SECTION 6.17. Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrowers for general corporate purposes, including working capital. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any "margin stock" within the meaning of Regulation U.

SECTION 6.16. Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section 6.16 shall not prohibit (a) the Company from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) the Company or any Subsidiary from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Company or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate, (c) the Company or any Subsidiary from making payments of principal, interest and premium on any Debt of the Company or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Company or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (d) the Company or any Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Company or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. SECTION 6.17. Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrowers for general corporate purposes, including working capital. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any "margin stock" within the meaning of Regulation U. ARTICLE VII 71

DEFAULTS

DEFAULTS SECTION 7.01. Events of Default. If one or more of the following events ("Events of Default") shall have occurred and be continuing: (a) any principal of any Loan or any Acceptance Obligation shall not be paid when due, or any interest, any fees or any other amount payable hereunder shall not be paid within two Domestic Business Days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 6.07 to 6.15, inclusive, and 6.17; (c) any Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 30 days after written notice thereof has been given to the Company by the Administrative Agent at the request of any Bank; (d) any representation, warranty, certification or statement made by any Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) the Company or any Subsidiary shall fail to make any payment in respect of any Material Debt when due or within any applicable grace period; (f) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables (or, with the giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder's behalf to accelerate the maturity thereof; (g) the Company or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under 72

any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (h) an involuntary case or other proceeding shall be commenced against the Company or any Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $500,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; 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; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more

any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (h) an involuntary case or other proceeding shall be commenced against the Company or any Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $500,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; 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; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more 73

members of the ERISA Group to incur a current payment obligation in excess of $500,000; (j) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of (i) in the case of a judgment or order rendered by a court, arbitrator or governmental authority located in the United States, 10 days or (ii) in the case of a judgment or order rendered by a court, arbitrator or governmental authority located outside the United States, 30 days; or (k) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (other than the Swartz Family) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 50% or more of the outstanding shares of common stock of the Company or 20% or more of the voting power to elect a majority of the board of directors of the Company; or the Swartz Family shall cease to have beneficial ownership of 50% of the outstanding shares of common stock of the Company and 51% of the ordinary voting power to elect a majority of the board of directors of the Company; or during any period of twelve consecutive calendar months, individuals who were directors of the Company on the first day of such period shall cease to constitute a majority of the board of the directors of the Company; then, and in every such event, the Administrative Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding Notes evidencing more than 50% in aggregate principal amount of the Loans, by notice to the Company declare the Notes (together with accrued interest thereon) to be, and the Notes shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; PROVIDED that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to any 74

Borrower, without any notice to any Borrower or any other act by the Administrative Agent or the Banks, the

members of the ERISA Group to incur a current payment obligation in excess of $500,000; (j) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of (i) in the case of a judgment or order rendered by a court, arbitrator or governmental authority located in the United States, 10 days or (ii) in the case of a judgment or order rendered by a court, arbitrator or governmental authority located outside the United States, 30 days; or (k) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (other than the Swartz Family) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 50% or more of the outstanding shares of common stock of the Company or 20% or more of the voting power to elect a majority of the board of directors of the Company; or the Swartz Family shall cease to have beneficial ownership of 50% of the outstanding shares of common stock of the Company and 51% of the ordinary voting power to elect a majority of the board of directors of the Company; or during any period of twelve consecutive calendar months, individuals who were directors of the Company on the first day of such period shall cease to constitute a majority of the board of the directors of the Company; then, and in every such event, the Administrative Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding Notes evidencing more than 50% in aggregate principal amount of the Loans, by notice to the Company declare the Notes (together with accrued interest thereon) to be, and the Notes shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; PROVIDED that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to any 74

Borrower, without any notice to any Borrower or any other act by the Administrative Agent or the Banks, the Commitments shall thereupon terminate and the Notes (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower. SECTION 7.02. Notice of Default. The Administrative Agent shall give notice to the Company under Section 7.01(c) promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof. ARTICLE VIII THE ADMINISTRATIVE AGENT SECTION 8.01. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Acceptances and the Notes as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. SECTION 8.02. Administrative Agent and Affiliates. Morgan Guaranty Trust Company of New York shall have the same rights and powers under this Agreement as any other Bank and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and Morgan Guaranty Trust Company of New York and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with any Borrower or any Subsidiary or affiliate of any Borrower as if it were not the Administrative Agent hereunder. SECTION 8.03. Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in Section 3.07(a) or Article VII. SECTION 8.04. Consultation with Experts. The Administrative Agent may consult with legal counsel (who may

Borrower, without any notice to any Borrower or any other act by the Administrative Agent or the Banks, the Commitments shall thereupon terminate and the Notes (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower. SECTION 7.02. Notice of Default. The Administrative Agent shall give notice to the Company under Section 7.01(c) promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof. ARTICLE VIII THE ADMINISTRATIVE AGENT SECTION 8.01. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Acceptances and the Notes as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. SECTION 8.02. Administrative Agent and Affiliates. Morgan Guaranty Trust Company of New York shall have the same rights and powers under this Agreement as any other Bank and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and Morgan Guaranty Trust Company of New York and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with any Borrower or any Subsidiary or affiliate of any Borrower as if it were not the Administrative Agent hereunder. SECTION 8.03. Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in Section 3.07(a) or Article VII. SECTION 8.04. Consultation with Experts. The Administrative Agent may consult with legal counsel (who may 75

be counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. SECTION 8.05. Liability of Administrative Agent. Neither the Administrative Agent nor any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its affiliates or any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any Borrowing or Drawing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III or IV, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Drafts, the Acceptances, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile transmission, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. SECTION 8.06. Indemnification. Each Bank shall, ratably in accordance with its Commitment, indemnify the Administrative Agent, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrowers) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder.

be counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. SECTION 8.05. Liability of Administrative Agent. Neither the Administrative Agent nor any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its affiliates or any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any Borrowing or Drawing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III or IV, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Drafts, the Acceptances, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile transmission, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. SECTION 8.06. Indemnification. Each Bank shall, ratably in accordance with its Commitment, indemnify the Administrative Agent, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrowers) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder. SECTION 8.07. Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to 76

enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement. SECTION 8.08. Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Company. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent with the consent of the Borrower, which consent shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and without the consent of the Borrower, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. SECTION 8.09. Administrative Agent's Fee. The Company shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon between the Company and the Administrative Agent. ARTICLE IX

enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement. SECTION 8.08. Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Company. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent with the consent of the Borrower, which consent shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and without the consent of the Borrower, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. SECTION 8.09. Administrative Agent's Fee. The Company shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon between the Company and the Administrative Agent. ARTICLE IX CHANGE IN CIRCUMSTANCES 77

SECTION 9.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted Interbank Offered Rate, as the case may be, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended, and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. If the applicable Borrower shall have received such a notice from the Administrative Agent, unless the applicable Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. SECTION 9.02. Illegality. If, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or

SECTION 9.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted Interbank Offered Rate, as the case may be, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended, and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. If the applicable Borrower shall have received such a notice from the Administrative Agent, unless the applicable Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. SECTION 9.02. Illegality. If, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or 78

administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or such Applicable Lending Office) to make, maintain or fund its Euro-Dollar Loans or Money Market LIBOR Loans to any Borrower or create Eligible Acceptances pursuant to this Agreement and such Bank shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Banks and the Company, whereupon until such Bank notifies the Company and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Bank to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans, or to create Acceptances pursuant to this Agreement, as the case may be, shall be suspended. Before giving any notice with respect to Euro-Dollar Loans or Money Market LIBOR Loans to the Administrative Agent pursuant to this Section, such Bank shall designate a different Euro-Dollar Lending Office or Money Market Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice is given with respect to Euro-Dollar Loans or Money Market LIBOR Loans, each Euro-Dollar Loan or, in the circumstances described in clause (b) below, Money Market LIBOR Loan of such Bank then outstanding shall be converted to a Base Rate Loan either (a) in the case of Euro-Dollar Loans only, on the last day of the then current Interest Period applicable to such Euro-Dollar Loan, if such Bank may lawfully continue to maintain and fund such Loan to such day, or (b) immediately, if such Bank shall determine that it may not lawfully continue to maintain and fund such Euro-Dollar Loan or Money Market LIBOR Loan to such day. SECTION 9.03. Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of a Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or

administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or such Applicable Lending Office) to make, maintain or fund its Euro-Dollar Loans or Money Market LIBOR Loans to any Borrower or create Eligible Acceptances pursuant to this Agreement and such Bank shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Banks and the Company, whereupon until such Bank notifies the Company and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Bank to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans, or to create Acceptances pursuant to this Agreement, as the case may be, shall be suspended. Before giving any notice with respect to Euro-Dollar Loans or Money Market LIBOR Loans to the Administrative Agent pursuant to this Section, such Bank shall designate a different Euro-Dollar Lending Office or Money Market Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice is given with respect to Euro-Dollar Loans or Money Market LIBOR Loans, each Euro-Dollar Loan or, in the circumstances described in clause (b) below, Money Market LIBOR Loan of such Bank then outstanding shall be converted to a Base Rate Loan either (a) in the case of Euro-Dollar Loans only, on the last day of the then current Interest Period applicable to such Euro-Dollar Loan, if such Bank may lawfully continue to maintain and fund such Loan to such day, or (b) immediately, if such Bank shall determine that it may not lawfully continue to maintain and fund such Euro-Dollar Loan or Money Market LIBOR Loan to such day. SECTION 9.03. Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of a Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any 79

such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or bankers' acceptances or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans or its creation of or obligation to create Acceptances and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or creating any Acceptance, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes or Acceptances with respect thereto, by an amount deemed by such Bank to be material, or, for any reason beyond the control of such Bank, any Acceptance created by it hereunder does not comply at the time of its creation with the applicable regulations of the Board of Governors of the Federal Reserve System governing bankers' acceptances and for such reason is not an Eligible Acceptance, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would

such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or bankers' acceptances or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans or its creation of or obligation to create Acceptances and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or creating any Acceptance, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes or Acceptances with respect thereto, by an amount deemed by such Bank to be material, or, for any reason beyond the control of such Bank, any Acceptance created by it hereunder does not comply at the time of its creation with the applicable regulations of the Board of Governors of the Federal Reserve System governing bankers' acceptances and for such reason is not an Eligible Acceptance, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations 80

hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 9.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. SECTION 9.04. Taxes. (a) Any and all payments by any Borrower to or for the account of any Bank or the Administrative Agent hereunder or under any Note or with respect to any Acceptance shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or with respect to any Acceptance to any Bank or the Administrative

hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 9.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. SECTION 9.04. Taxes. (a) Any and all payments by any Borrower to or for the account of any Bank or the Administrative Agent hereunder or under any Note or with respect to any Acceptance shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or with respect to any Acceptance to any Bank or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable 81

under this Section 9.04) such Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Borrower shall furnish to the Administrative Agent, at its address referred to in Section 12.01, the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Company agrees to pay any present or future stamp or documentary taxes and any other excise taxes, or charges or similar levies, or any future property taxes, which arise from any payment made hereunder or under any Note or with respect to any Acceptance or from the execution or delivery of, or otherwise with respect to, this Agreement, any Election to Participate or Election to Terminate or any Note or Draft (hereinafter referred to as "Other Taxes"). (c) The Company agrees to indemnify each Bank and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 9.04) paid by such Bank or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses, other than penalties, interest or expenses arising solely from such Bank's gross negligence or willful misconduct) arising therefrom or with respect thereto. This indemnification shall be made within 15 days from the date such Bank or the Administrative Agent (as the case may be) makes demand therefor. (d) Each Bank organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Bank listed on the signature pages hereof and on or prior to the date on which it becomes a Bank in the case of each other Bank, and from time to time thereafter if requested in writing by the Company (but only so long as such Bank remains lawfully able to do so), shall provide the Company and the Administrative Agent with Internal Revenue Service form 1001 or 4224, as appropriate, or

under this Section 9.04) such Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Borrower shall furnish to the Administrative Agent, at its address referred to in Section 12.01, the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Company agrees to pay any present or future stamp or documentary taxes and any other excise taxes, or charges or similar levies, or any future property taxes, which arise from any payment made hereunder or under any Note or with respect to any Acceptance or from the execution or delivery of, or otherwise with respect to, this Agreement, any Election to Participate or Election to Terminate or any Note or Draft (hereinafter referred to as "Other Taxes"). (c) The Company agrees to indemnify each Bank and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 9.04) paid by such Bank or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses, other than penalties, interest or expenses arising solely from such Bank's gross negligence or willful misconduct) arising therefrom or with respect thereto. This indemnification shall be made within 15 days from the date such Bank or the Administrative Agent (as the case may be) makes demand therefor. (d) Each Bank organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Bank listed on the signature pages hereof and on or prior to the date on which it becomes a Bank in the case of each other Bank, and from time to time thereafter if requested in writing by the Company (but only so long as such Bank remains lawfully able to do so), shall provide the Company and the Administrative Agent with Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Bank is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or 82

certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section 9.04(a). (e) For any period with respect to which a Bank has failed to provide the Company with the appropriate form pursuant to Section 9.04(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be PROVIDED), SUCH Bank shall not be entitled to indemnification under Section 9.04(a) with respect to Taxes imposed by the United States; provided, however, that should a Bank, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, each Borrower shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes. (f) If any Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this Section 9.04, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank. SECTION 9.05. Base Rate Loans Substituted for Affected Fixed Rate Loans and Acceptances. If (i) the obligation of any Bank to make Euro-Dollar Loans to any Borrower or create Acceptances for the account of any Borrower pursuant to this Agreement has been suspended pursuant to Section 9.02 or (ii) any Bank has demanded compensation under Section 9.03 or 9.04 with respect to its CD Loans or Euro-Dollar Loans to any Borrower or its Acceptances for the account of any Borrower and the Company shall, by at least five EuroDollar Business Days' prior notice to such Bank through the Administrative Agent, have elected that the provisions of this Section 9.05 shall apply to such Bank, then, unless and until such Bank notifies the Company

certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section 9.04(a). (e) For any period with respect to which a Bank has failed to provide the Company with the appropriate form pursuant to Section 9.04(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be PROVIDED), SUCH Bank shall not be entitled to indemnification under Section 9.04(a) with respect to Taxes imposed by the United States; provided, however, that should a Bank, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, each Borrower shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes. (f) If any Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this Section 9.04, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank. SECTION 9.05. Base Rate Loans Substituted for Affected Fixed Rate Loans and Acceptances. If (i) the obligation of any Bank to make Euro-Dollar Loans to any Borrower or create Acceptances for the account of any Borrower pursuant to this Agreement has been suspended pursuant to Section 9.02 or (ii) any Bank has demanded compensation under Section 9.03 or 9.04 with respect to its CD Loans or Euro-Dollar Loans to any Borrower or its Acceptances for the account of any Borrower and the Company shall, by at least five EuroDollar Business Days' prior notice to such Bank through the Administrative Agent, have elected that the provisions of this Section 9.05 shall apply to such Bank, then, unless and until such Bank notifies the Company that the circumstances giving rise to such suspension or demand for compensation no longer exist: 83

(a) all Loans to such Borrower which would otherwise be made by such Bank as (or continued as or converted into) CD Loans or Euro-Dollar Loans, as the case may be, shall instead be Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Fixed Rate Loans of the other Banks), and all funds that would otherwise be advanced by such Bank to such Borrower as discounted proceeds of Acceptances shall be advanced instead as Base Rate Loans, and (b) if Base Rate Loans are substituted for Fixed Rate Loans, after each of its CD Loans or Euro-Dollar Loans, as the case may be, to such Borrower has been repaid (or converted to a Base Rate Loan), all payments of principal which would otherwise be applied to repay such Fixed Rate Loans shall be applied to repay its Base Rate Loans instead. If such Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the principal amount of each such Base Rate Loan which was substituted for a Fixed Rate Loan shall be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the first day of the next succeeding Interest Period applicable to the related CD Loans or Euro-Dollar Loans of the other Banks. SECTION 9.06. HLT Classification. If, after the date hereof, the Administrative Agent determines that, or the Administrative Agent is advised by any Bank that such Bank has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank that, Loans hereunder are classified as a "highly leveraged transaction" (an "HLT Classification") , the Administrative Agent shall promptly give notice of such HLT Classification to the Company and the other Banks. The Administrative Agent, the Banks and the Company shall commence negotiations in good faith to agree on the extent to which fees, interest rates and/or margins hereunder should be increased so as to reflect such HLT Classification. If the Company and the Required Banks agree on the amount of such increase or increases, this Agreement may be amended to give effect to such increase or increases as provided in Section 12.05. If the Company and the Required Banks fail to so agree within 60 days after notice is given by the Administrative Agent as provided above, then the Administrative Agent shall, if requested by the Required Banks, by notice to the Company terminate the Commitments

(a) all Loans to such Borrower which would otherwise be made by such Bank as (or continued as or converted into) CD Loans or Euro-Dollar Loans, as the case may be, shall instead be Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Fixed Rate Loans of the other Banks), and all funds that would otherwise be advanced by such Bank to such Borrower as discounted proceeds of Acceptances shall be advanced instead as Base Rate Loans, and (b) if Base Rate Loans are substituted for Fixed Rate Loans, after each of its CD Loans or Euro-Dollar Loans, as the case may be, to such Borrower has been repaid (or converted to a Base Rate Loan), all payments of principal which would otherwise be applied to repay such Fixed Rate Loans shall be applied to repay its Base Rate Loans instead. If such Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the principal amount of each such Base Rate Loan which was substituted for a Fixed Rate Loan shall be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the first day of the next succeeding Interest Period applicable to the related CD Loans or Euro-Dollar Loans of the other Banks. SECTION 9.06. HLT Classification. If, after the date hereof, the Administrative Agent determines that, or the Administrative Agent is advised by any Bank that such Bank has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank that, Loans hereunder are classified as a "highly leveraged transaction" (an "HLT Classification") , the Administrative Agent shall promptly give notice of such HLT Classification to the Company and the other Banks. The Administrative Agent, the Banks and the Company shall commence negotiations in good faith to agree on the extent to which fees, interest rates and/or margins hereunder should be increased so as to reflect such HLT Classification. If the Company and the Required Banks agree on the amount of such increase or increases, this Agreement may be amended to give effect to such increase or increases as provided in Section 12.05. If the Company and the Required Banks fail to so agree within 60 days after notice is given by the Administrative Agent as provided above, then the Administrative Agent shall, if requested by the Required Banks, by notice to the Company terminate the Commitments 84

and they shall thereupon terminate and the Borrowers shall (i) repay each outstanding Fixed Rate Loan at the end of the Interest Period applicable thereto, (ii) repay each outstanding Base Rate Loan immediately and (iii) prepay each outstanding Acceptance Obligation immediately. The Banks acknowledge that an HLT Classification is not a Default or an Event of Default hereunder. ARTICLE X REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES Each Eligible Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as of the date thereof that: SECTION 10.01. Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and is a Wholly-Owned Consolidated Subsidiary of the Company. SECTION 10.02. Corporate and Governmental Authorization; Contravention. The execution and delivery by it of its Election to Participate and its Drafts and Notes, and the performance by it of this Agreement and its Drafts and Notes, are within its corporate powers, 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate or incorporation or bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

and they shall thereupon terminate and the Borrowers shall (i) repay each outstanding Fixed Rate Loan at the end of the Interest Period applicable thereto, (ii) repay each outstanding Base Rate Loan immediately and (iii) prepay each outstanding Acceptance Obligation immediately. The Banks acknowledge that an HLT Classification is not a Default or an Event of Default hereunder. ARTICLE X REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES Each Eligible Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as of the date thereof that: SECTION 10.01. Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and is a Wholly-Owned Consolidated Subsidiary of the Company. SECTION 10.02. Corporate and Governmental Authorization; Contravention. The execution and delivery by it of its Election to Participate and its Drafts and Notes, and the performance by it of this Agreement and its Drafts and Notes, are within its corporate powers, 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate or incorporation or bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 10.03. Binding Effect. This Agreement constitutes a valid and binding agreement of such Eligible Subsidiary and its Drafts and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of such Eligible Subsidiary. SECTION 10.04. Taxes. Except as disclosed in such Election to Participate, there is no income, stamp or 85

other tax of any country, or any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by such Eligible Subsidiary pursuant hereto or on its Drafts or Notes, or is imposed on or by virtue of the execution, delivery or enforcement of its Election to Participate or of its Drafts or Notes. ARTICLE XI GUARANTY SECTION 11.01. The Guaranty. The Company hereby unconditionally guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by any Eligible Subsidiary pursuant to this Agreement, and the full and punctual payment of all other amounts payable by any Eligible Subsidiary under this Agreement (including, but not limited to, with respect to any Draft). Upon failure by any Eligible Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Agreement. SECTION 11.02. Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Eligible Subsidiary under this Agreement or any Draft or Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Draft or Note;

other tax of any country, or any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by such Eligible Subsidiary pursuant hereto or on its Drafts or Notes, or is imposed on or by virtue of the execution, delivery or enforcement of its Election to Participate or of its Drafts or Notes. ARTICLE XI GUARANTY SECTION 11.01. The Guaranty. The Company hereby unconditionally guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by any Eligible Subsidiary pursuant to this Agreement, and the full and punctual payment of all other amounts payable by any Eligible Subsidiary under this Agreement (including, but not limited to, with respect to any Draft). Upon failure by any Eligible Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Agreement. SECTION 11.02. Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Eligible Subsidiary under this Agreement or any Draft or Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Draft or Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Draft or Note; (iv) any change in the corporate existence, structure or ownership of any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or 86

other similar proceeding affecting any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Eligible Subsidiary contained in this Agreement or any Draft or Note; (v) the existence of any claim, set-off or other rights which the Company may have at any time against any Eligible Subsidiary, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any Draft or Note, or any provision of applicable law or regulation purporting to prohibit the payment by any Eligible Subsidiary of the principal of or interest on any Note or any other amount payable by it under this Agreement (including, but not limited to, with respect to any Draft); or (vii) any other act or omission to act or delay of any kind by any Eligible Subsidiary, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations hereunder. SECTION 11.03. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances. The Company's obligations hereunder shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Notes and all other amounts payable by the Company and each Eligible Subsidiary under this Agreement (including, but not limited to, with respect to any Draft) shall have been paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by any Eligible Subsidiary under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Eligible Subsidiary or otherwise, the Company's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but

other similar proceeding affecting any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Eligible Subsidiary contained in this Agreement or any Draft or Note; (v) the existence of any claim, set-off or other rights which the Company may have at any time against any Eligible Subsidiary, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any Draft or Note, or any provision of applicable law or regulation purporting to prohibit the payment by any Eligible Subsidiary of the principal of or interest on any Note or any other amount payable by it under this Agreement (including, but not limited to, with respect to any Draft); or (vii) any other act or omission to act or delay of any kind by any Eligible Subsidiary, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations hereunder. SECTION 11.03. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances. The Company's obligations hereunder shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Notes and all other amounts payable by the Company and each Eligible Subsidiary under this Agreement (including, but not limited to, with respect to any Draft) shall have been paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by any Eligible Subsidiary under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Eligible Subsidiary or otherwise, the Company's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time. 87

SECTION 11.04. Waiver by the Company. The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person. SECTION 11.05. Subrogation. The Company irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against an Eligible Subsidiary with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by an Eligible Subsidiary in respect thereof. SECTION 11.06. Stay of Acceleration. In the event that acceleration of the time for payment of any amount payable by any Eligible Subsidiary under this Agreement or its Drafts or Notes is stayed upon insolvency, bankruptcy or reorganization of such Eligible Subsidiary, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Administrative Agent made at the request of the Required Banks. ARTICLE XII MISCELLANEOUS SECTION 12.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of any Borrower or the Administrative Agent, at its address or telex or facsimile transmission number set forth on the signature pages hereof (or, in the case of an Eligible Subsidiary, its Election to Participate), (y) in the case of any Bank, at its address or telex or facsimile transmission number set forth in its Administrative Questionnaire or (z) in the case of any party, such other address or telex or facsimile transmission number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the number specified in or pursuant to this Section and the appropriate

SECTION 11.04. Waiver by the Company. The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person. SECTION 11.05. Subrogation. The Company irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against an Eligible Subsidiary with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by an Eligible Subsidiary in respect thereof. SECTION 11.06. Stay of Acceleration. In the event that acceleration of the time for payment of any amount payable by any Eligible Subsidiary under this Agreement or its Drafts or Notes is stayed upon insolvency, bankruptcy or reorganization of such Eligible Subsidiary, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Administrative Agent made at the request of the Required Banks. ARTICLE XII MISCELLANEOUS SECTION 12.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of any Borrower or the Administrative Agent, at its address or telex or facsimile transmission number set forth on the signature pages hereof (or, in the case of an Eligible Subsidiary, its Election to Participate), (y) in the case of any Bank, at its address or telex or facsimile transmission number set forth in its Administrative Questionnaire or (z) in the case of any party, such other address or telex or facsimile transmission number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the number specified in or pursuant to this Section and the appropriate 88

answerback is received, (ii) if given by certified mail, return receipt requested, three Domestic Business Days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when delivered at the address specified in or pursuant to this Section; provided that notices to the Administrative Agent under Article II, Article III or Article IX shall not be effective until received. SECTION 12.02. No Waivers. No failure or delay by the Administrative Agent or any Bank in exercising any right, power or privilege hereunder or under any Note or with respect to any Acceptance shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 12.03. Expenses; Documentary Taxes; Indemnification. (a) The Company shall pay (i) all out-ofpocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, the Notes, the Drafts and the Acceptances, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with its actions as Administrative Agent hereunder) in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans

answerback is received, (ii) if given by certified mail, return receipt requested, three Domestic Business Days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when delivered at the address specified in or pursuant to this Section; provided that notices to the Administrative Agent under Article II, Article III or Article IX shall not be effective until received. SECTION 12.02. No Waivers. No failure or delay by the Administrative Agent or any Bank in exercising any right, power or privilege hereunder or under any Note or with respect to any Acceptance shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 12.03. Expenses; Documentary Taxes; Indemnification. (a) The Company shall pay (i) all out-ofpocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, the Notes, the Drafts and the Acceptances, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with its actions as Administrative Agent hereunder) in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; 89

provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction. SECTION 12.04. Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it or the Acceptance Obligations owing to it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank or Acceptance Obligations owing to such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by or Acceptance Obligations owing to the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes held by and Acceptance Obligations owing to the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of a Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Acceptance Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation. SECTION 12.05. Amendments and Waivers. Subject to Section 3.08, any provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Banks (and, if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); PROVIDED that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any

provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction. SECTION 12.04. Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it or the Acceptance Obligations owing to it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank or Acceptance Obligations owing to such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by or Acceptance Obligations owing to the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes held by and Acceptance Obligations owing to the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of a Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Acceptance Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation. SECTION 12.05. Amendments and Waivers. Subject to Section 3.08, any provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Banks (and, if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); PROVIDED that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any 90

fees hereunder, except as provided below, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for any reduction or termination of any Commitment or (iv) change the percentage of the Commitments or of the Total Aggregate Exposure, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 12.05 or any other provision of this Agreement; PROVIDED, FURTHER, that this Agreement may be amended to give effect to any increased fees, interest rates and/or margins agreed upon pursuant to Section 9.06 or to reduce or rescind any such increases previously agreed upon pursuant to Section 9.06, if such amendment is in writing and is signed by the Company and the Required Banks; and provided further that no such amendment, waiver or modification shall, unless signed by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any additional obligation, (x) increase the principal of or rate of interest on any outstanding Loan of such Eligible Subsidiary or the Acceptance Obligations of such Eligible Subsidiary with respect to any outstanding Acceptances, (y) accelerate the stated maturity of any outstanding Loan of such Eligible Subsidiary or of the Acceptance Obligations with respect to any Acceptance created for the account of such Eligible Subsidiary or (z) change this PROVISO. SECTION 12.06. 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, except that no Borrower may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all Banks. (b) Any Bank may at any time, upon notice to the Company and the Administrative Agent, grant to one or more banks or other institutions (each a "Participant") participating interests in its Commitment or any or all of its Loans or Acceptance Obligations. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrowers and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will

fees hereunder, except as provided below, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for any reduction or termination of any Commitment or (iv) change the percentage of the Commitments or of the Total Aggregate Exposure, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 12.05 or any other provision of this Agreement; PROVIDED, FURTHER, that this Agreement may be amended to give effect to any increased fees, interest rates and/or margins agreed upon pursuant to Section 9.06 or to reduce or rescind any such increases previously agreed upon pursuant to Section 9.06, if such amendment is in writing and is signed by the Company and the Required Banks; and provided further that no such amendment, waiver or modification shall, unless signed by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any additional obligation, (x) increase the principal of or rate of interest on any outstanding Loan of such Eligible Subsidiary or the Acceptance Obligations of such Eligible Subsidiary with respect to any outstanding Acceptances, (y) accelerate the stated maturity of any outstanding Loan of such Eligible Subsidiary or of the Acceptance Obligations with respect to any Acceptance created for the account of such Eligible Subsidiary or (z) change this PROVISO. SECTION 12.06. 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, except that no Borrower may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all Banks. (b) Any Bank may at any time, upon notice to the Company and the Administrative Agent, grant to one or more banks or other institutions (each a "Participant") participating interests in its Commitment or any or all of its Loans or Acceptance Obligations. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrowers and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will 91

not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 3.08 or clause (i), (ii) or (iii) of Section 12.05 without the consent of the Participant. The Borrowers agree that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.18 and Article IX with respect to its participating interest. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). (c) Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and the Notes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit K hereto executed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Company and the Administrative Agent; PROVIDED that (i) any such assignment must be in an amount of at least $5,000,000, (ii) if an Assignee is an affiliate of such transferor Bank, such consent shall not be unreasonably withheld and (iii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Bank, the Administrative Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,000. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the

not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 3.08 or clause (i), (ii) or (iii) of Section 12.05 without the consent of the Participant. The Borrowers agree that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.18 and Article IX with respect to its participating interest. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). (c) Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and the Notes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit K hereto executed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Company and the Administrative Agent; PROVIDED that (i) any such assignment must be in an amount of at least $5,000,000, (ii) if an Assignee is an affiliate of such transferor Bank, such consent shall not be unreasonably withheld and (iii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Bank, the Administrative Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,000. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from 92

deduction or withholding of any United States federal income taxes in accordance with Section 9.04. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. (e) No Assignee, Participant or other transferee of any Bank's rights shall be entitled to receive any greater payment under Section 9.03 or 9.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company's prior written consent or by reason of the provisions of Section 9.02, 9.03 or 9.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. SECTION 12.07. Collateral. Each of the Banks represents to the Administrative Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement. SECTION 12.08. Confidentiality. The Administrative Agent and each Bank shall keep confidential any information provided by any Borrower and clearly identified as confidential; provided that nothing herein shall prevent the Administrative Agent or any Bank from disclosing such information (i) to its officers, directors, employees, agents, attorneys and accountants in connection with the entry into and administration of this Agreement and the extensions of credit hereunder, (ii) upon the order of a court or administrative agency, (iii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iv) which has become publicly available without breach of any agreement among the parties hereto, (v) as necessary for the exercise of any remedy hereunder or under any Note or Acceptance or (vi) subject to provisions similar to those contained in this Section, to any prospective Participant or Assignee. SECTION 12.09. Governing Law; Submission to Jurisdiction. This Agreement, each Draft, each Acceptance and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each

deduction or withholding of any United States federal income taxes in accordance with Section 9.04. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. (e) No Assignee, Participant or other transferee of any Bank's rights shall be entitled to receive any greater payment under Section 9.03 or 9.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company's prior written consent or by reason of the provisions of Section 9.02, 9.03 or 9.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. SECTION 12.07. Collateral. Each of the Banks represents to the Administrative Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement. SECTION 12.08. Confidentiality. The Administrative Agent and each Bank shall keep confidential any information provided by any Borrower and clearly identified as confidential; provided that nothing herein shall prevent the Administrative Agent or any Bank from disclosing such information (i) to its officers, directors, employees, agents, attorneys and accountants in connection with the entry into and administration of this Agreement and the extensions of credit hereunder, (ii) upon the order of a court or administrative agency, (iii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iv) which has become publicly available without breach of any agreement among the parties hereto, (v) as necessary for the exercise of any remedy hereunder or under any Note or Acceptance or (vi) subject to provisions similar to those contained in this Section, to any prospective Participant or Assignee. SECTION 12.09. Governing Law; Submission to Jurisdiction. This Agreement, each Draft, each Acceptance and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of 93

the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. SECTION 12.10. Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). SECTION 12.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 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 TIMBERLAND COMPANY
/s/ Carden N. Welsh

the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. SECTION 12.10. Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). SECTION 12.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 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 TIMBERLAND COMPANY
/s/ Carden N. Welsh By____________________ Title: Treasurer

94

11 Merrill Industrial Drive P.O. Box 5050 Hampton, N.H. 03842-5050 Attention: Chief Financial Officer Telex number: 6817513 TIMBERLAND HMPT Facsimile transmission number: 603-926-9239
Commitments - ----------$ 22,500,000

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

/s/ Charles R. Pardue By __________________________ Title: Associate

$ 22,500,000

ABN AMRO BANK N.V.

/s/ Karen Van Beers By_________________________ Title: Vice President

$ 20,000,000

THE FIRST NATIONAL BANK OF BOSTON

11 Merrill Industrial Drive P.O. Box 5050 Hampton, N.H. 03842-5050 Attention: Chief Financial Officer Telex number: 6817513 TIMBERLAND HMPT Facsimile transmission number: 603-926-9239
Commitments - ----------$ 22,500,000

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

/s/ Charles R. Pardue By __________________________ Title: Associate

$ 22,500,000

ABN AMRO BANK N.V.

/s/ Karen Van Beers By_________________________ Title: Vice President

$ 20,000,000

THE FIRST NATIONAL BANK OF BOSTON

/s/ Amy B. Lyons By_________________________ Title: Vice President

$ 20,000,000

BARCLAYS BANK PLC

/s/ Russell Gorman By_________________________ Title: Director

$ 15,000,000

THE NORTHERN TRUST COMPANY

95
/s/ Greg Ward By__________________________ Title: Second Vice President

_________________ Total Commitments $ 100,000,000 =================

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent

/s/ Charles R. Pardue By_________________________ Title: Associate

/s/ Greg Ward By__________________________ Title: Second Vice President

_________________ Total Commitments $ 100,000,000 =================

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent

/s/ Charles R. Pardue By_________________________ Title: Associate

60 Wall Street New York, New York 10260-0060 Attention: Credit Administration Telex number: 177615 Facsimile transmission number: (212) 648-5355

EXHIBIT A FORM OF NOTE New York, New York ________ __, 199_ For value received, [NAME OF BORROWER], a [jurisdiction of incorporation] corporation (the "Borrower"), promises to pay to the order of [NAME OF BANK] (the "Bank"), for the account of its Applicable Lending 96

Office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the Termination Date provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York. All Loans made by the Bank, the respective types thereof and all repayments of the principal thereof shall be recorded by the Bank and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the Notes referred to in the Credit Agreement dated as of May 13, 1993 among The Timberland Company, the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (as the same may be amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof.

Office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the Termination Date provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York. All Loans made by the Bank, the respective types thereof and all repayments of the principal thereof shall be recorded by the Bank and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the Notes referred to in the Credit Agreement dated as of May 13, 1993 among The Timberland Company, the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (as the same may be amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. [The Timberland Company has, pursuant to the provisions of the Credit Agreement, unconditionally guaranteed the payment in full of the principal of and interest on this note.]* [NAME OF BORROWER] *To be deleted in case of Notes executed and delivered by the Company. 97

By____________________ Title:
LOANS AND PAYMENTS OF PRINCIPAL

Date

Type of Loan

Amount of Loan

Amount of Principal Repaid

Notation Made By

EXHIBIT B FORM OF NOTICE OF COMMITTED BORROWING Morgan Guaranty Trust Company of New York, as Administrative Agent under the Credit Agreement referred to below 60 Wall Street New York, New York 10260-0060 Attention: Credit Administration Re: $100,000,000 Credit Agreement dated as of May 13, 1993 among The Timberland Company, the Banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "Credit Agreement")

By____________________ Title:
LOANS AND PAYMENTS OF PRINCIPAL

Date

Type of Loan

Amount of Loan

Amount of Principal Repaid

Notation Made By

EXHIBIT B FORM OF NOTICE OF COMMITTED BORROWING Morgan Guaranty Trust Company of New York, as Administrative Agent under the Credit Agreement referred to below 60 Wall Street New York, New York 10260-0060 Attention: Credit Administration Re: $100,000,000 Credit Agreement dated as of May 13, 1993 among The Timberland Company, the Banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "Credit Agreement") Dear Sirs: We, [name of Borrower] (the "Borrower"), refer to the Credit Agreement and hereby give notice pursuant to Section 2.02 of the Credit Agreement that we wish to make a Committed Borrowing as set forth below: Date of Borrowing: __________* Aggregate Principal Amount of Borrowing: __________** *Not earlier than the third Euro-Dollar Business Day after the date of the Notice of Committed Borrowing, in the case of a Euro-Dollar Borrowing; not earlier than the second Domestic Business Day after the date of the Notice of Committed Borrowing, in the case of a CD Borrowing; may be the same day as the Notice of Committed Borrowing, in the case of a Base Rate Borrowing. 98

Type of Borrowing (choose one): [Base Rate]/[CD]/[Euro-Dollar] Initial Interest Period: __________*** Dated: __________ __, 199_ Very truly yours, [BORROWER] By:________________________ Title:****

Type of Borrowing (choose one): [Base Rate]/[CD]/[Euro-Dollar] Initial Interest Period: __________*** Dated: __________ __, 199_ Very truly yours, [BORROWER] By:________________________ Title:**** EXHIBIT C FORM OF INVITATION FOR MONEY MARKET QUOTES
To: From: Re: [Name of Bank] [Name of Borrower] (the "Borrower") $100,000,000 Credit Agreement dated as of May 13, 1993 among The Timberland Company, the Banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "Credit Agreement"). -------------------------------------------------------------------

**Must be a multiple of $100,000 and, for a Base Rate Borrowing, at least $500,000 and, for a CD Borrowing or Euro-Dollar Borrowing, at least $1,000,000. ***One, two or three months, for a Euro-Dollar Borrowing; 30, 60 or 90 days, for a CD Borrowing; does not apply for a Base Rate Borrowing. ****For the Company, the President, the Executive Vice President, the Senior Vice President - Finance and Administration, the Vice President - Finance or the Treasurer only. 99

Pursuant to Section 2.03 of the Credit Agreement we are pleased to invite you to submit Money Market Quotes to us for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________* Principal Amount** Interest Period*** $ Such Money Market Quotes should offer a Money Market [Margin]**** [Absolute Rate].***** [The applicable base rate is the Interbank Offered Rate.]**** Please respond to this invitation by no later than [2:00 P.M.]**** [9:15 A.M.]***** (New York City time) on [date].****** [NAME OF BORROWER]

Pursuant to Section 2.03 of the Credit Agreement we are pleased to invite you to submit Money Market Quotes to us for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________* Principal Amount** Interest Period*** $ Such Money Market Quotes should offer a Money Market [Margin]**** [Absolute Rate].***** [The applicable base rate is the Interbank Offered Rate.]**** Please respond to this invitation by no later than [2:00 P.M.]**** [9:15 A.M.]***** (New York City time) on [date].****** [NAME OF BORROWER] By______________________

*Must be at least five Euro-Dollar Business Days after the date of the Invitation, for a LIBOR Auction, or one Domestic Business Day after the date of the Invitation, for an Absolute Rate Auction. **Amount must be $1,000,000 or a larger multiple of $100,000. ***Not less than one month (LIBOR Auction) or 15 days (Absolute Rate Auction), subject to the provisions of the definition of Interest Period. ****To be included for LIBOR Auctions only. *****To be included for Absolute Rate Auctions only. ******The fourth Euro-Dollar Business Day prior to the Date of Borrowing, for a LIBOR Auction, or the Date of Borrowing, for an Absolute Rate Auction. 100

Authorized Officer******* EXHIBIT D FORM OF MONEY MARKET QUOTE To: [Name of Borrower] (the "Borrower") Re: Money Market Quote to the Borrower In response to your invitation dated _____________, 19__, we hereby make the following Money Market Quote on the following terms: 1. Quoting Bank: ________________________________ 2. Person to contact at Quoting Bank:

Authorized Officer******* EXHIBIT D FORM OF MONEY MARKET QUOTE To: [Name of Borrower] (the "Borrower") Re: Money Market Quote to the Borrower In response to your invitation dated _____________, 19__, we hereby make the following Money Market Quote on the following terms: 1. Quoting Bank: ________________________________ 2. Person to contact at Quoting Bank:

3. Date of Borrowing: ____________________*
4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Interest Period*** Money Market [Margin****] [Absolute Rate*****]

Principal Amount**

_________________________ *******For the Company, the President, the Executive Vice President, the Senior Vice President - Finance and Administration, the Vice President Finance or the Treasurer only. *As specified in the related Invitation. **Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $500,000 or a larger multiple of $100,000. ***Not less than one month (LIBOR Auction) or not less than 15 days (Absolute Rate Auction), as specified in the related Invitation. No more than five bids are permitted for each Interest Period.

101

$ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $____________.]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of May 13, 1993 among The Timberland Company, the Banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK]

$ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $____________.]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of May 13, 1993 among The Timberland Company, the Banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated:_______________ By: __________________________ Authorized Officer EXHIBIT E FORM OF DRAFT (Front Side) [Consecutive Numbers] ****Margin over or under the Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". *****Specify rate of interest per annum (to the nearest 1/10,000th of 1%). 102

_______________________*___________, 19 At__________**___________ days after the date hereof Pay to the Order of [Name of Bank or Borrower] ____________________________________________________Dollars
[Name of Bank] [Name of Borrower]

By ____________________________ FORM OF DRAFT (Reverse Side)

ELIGIBILITY CERTIFICATE The transactions which give rise to this instrument are the shipments of________________________ to _______________________ to____________________. [Name of Bank]

_______________________*___________, 19 At__________**___________ days after the date hereof Pay to the Order of [Name of Bank or Borrower] ____________________________________________________Dollars
[Name of Bank] [Name of Borrower]

By ____________________________ FORM OF DRAFT (Reverse Side)

ELIGIBILITY CERTIFICATE The transactions which give rise to this instrument are the shipments of________________________ to _______________________ to____________________. [Name of Bank] By _______________________________ Authorized Officer EXHIBIT F *Insert date of acceptance. **Insert number of days up to 180 days. 103 OPINION OF COUNSEL FOR THE COMPANY [Closing Date] To the Banks and the Administrative Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Administrative Agent 60 Wall Street New York, New York 10260-0060 Ladies and Gentlemen: This opinion is being furnished to you pursuant to Section 4.01(b) of the Credit Agreement dated as of May 13, 1993 (the "Credit Agreement") among The Timberland Company, a Delaware corporation (the "Company"), the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent, in connection with the closing held this day under the Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. We have acted as counsel to the Company in connection with the Credit Agreement and the transactions contemplated thereby and as such are familiar with the proceedings taken by the Company in connection

OPINION OF COUNSEL FOR THE COMPANY [Closing Date] To the Banks and the Administrative Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Administrative Agent 60 Wall Street New York, New York 10260-0060 Ladies and Gentlemen: This opinion is being furnished to you pursuant to Section 4.01(b) of the Credit Agreement dated as of May 13, 1993 (the "Credit Agreement") among The Timberland Company, a Delaware corporation (the "Company"), the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent, in connection with the closing held this day under the Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. We have acted as counsel to the Company in connection with the Credit Agreement and the transactions contemplated thereby and as such are familiar with the proceedings taken by the Company in connection therewith. Please be advised, however, that, although we represent the Company on a regular basis, the scope of our representation does not include, and, except as specified herein, we have not undertaken, any special factual investigation into the business, properties, agreements or affairs of the Company and its Subsidiaries for purposes of rendering the opinions expressed in paragraphs 11, 12 and 13 below. 104

We have participated in the preparation of the Credit Agreement and have examined copies, executed by the Company, of the Credit Agreement and each of the Notes delivered to the Banks on the date hereof. We have also examined such certificates, documents and records, and have made such examination of law, as we have deemed necessary to enable us to render the opinions expressed below. In addition, we have examined and relied upon representations and warranties contained in the Credit Agreement and in certificates delivered to you in connection therewith as to matters of fact (other than facts constituting conclusions of law) and upon the covenants contained in the Credit Agreement as to the application of the proceeds of the loans made pursuant thereto. The opinion expressed in clause (c) of paragraph 11 below assumes, without investigation, that the transactions contemplated by the Credit Agreement will not result in a violation of financial ratios which are contained in covenants. We call your attention to the fact that each of the Credit Agreement, each Note and each Draft provides that it is to be governed by and construed in accordance with the internal laws of the State of New York and we understand that you are relying on the advice of your own counsel with respect to all matters of New York law. We are of the opinion that a Massachusetts court or a federal court sitting in Massachusetts would, under conflict of laws principles observed by the courts of Massachusetts, give effect to such provision. For purposes of rendering the opinions expressed in paragraphs 6, 8 and 10 below, we have assumed that each of the Credit Agreement, each Note and each Draft provides that it is to be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts. The opinions expressed below are limited to matters governed by the laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States. With respect to the opinions expressed in paragraphs 2 and 4 below concerning (i) the qualification and good standing of the Company as a foreign corporation under the laws of New Hampshire and Tennessee and (ii) the qualification and good standing of The Outdoor Footwear Company, a Delaware 105

We have participated in the preparation of the Credit Agreement and have examined copies, executed by the Company, of the Credit Agreement and each of the Notes delivered to the Banks on the date hereof. We have also examined such certificates, documents and records, and have made such examination of law, as we have deemed necessary to enable us to render the opinions expressed below. In addition, we have examined and relied upon representations and warranties contained in the Credit Agreement and in certificates delivered to you in connection therewith as to matters of fact (other than facts constituting conclusions of law) and upon the covenants contained in the Credit Agreement as to the application of the proceeds of the loans made pursuant thereto. The opinion expressed in clause (c) of paragraph 11 below assumes, without investigation, that the transactions contemplated by the Credit Agreement will not result in a violation of financial ratios which are contained in covenants. We call your attention to the fact that each of the Credit Agreement, each Note and each Draft provides that it is to be governed by and construed in accordance with the internal laws of the State of New York and we understand that you are relying on the advice of your own counsel with respect to all matters of New York law. We are of the opinion that a Massachusetts court or a federal court sitting in Massachusetts would, under conflict of laws principles observed by the courts of Massachusetts, give effect to such provision. For purposes of rendering the opinions expressed in paragraphs 6, 8 and 10 below, we have assumed that each of the Credit Agreement, each Note and each Draft provides that it is to be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts. The opinions expressed below are limited to matters governed by the laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States. With respect to the opinions expressed in paragraphs 2 and 4 below concerning (i) the qualification and good standing of the Company as a foreign corporation under the laws of New Hampshire and Tennessee and (ii) the qualification and good standing of The Outdoor Footwear Company, a Delaware 105

corporation ("TOFC"), as a foreign corporation under the laws of Puerto Rico, such opinions are based solely upon certificates from officials of such jurisdictions, copies of which have been furnished to you. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate powers adequate for the execution, delivery and performance of the Credit Agreement, the Notes and the Drafts and for carrying on the business now conducted by it. 2. The Company is duly qualified to do business as a foreign corporation under the laws of New Hampshire and Tennessee. 3. TOFC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate powers adequate for carrying on the business now conducted by it. 4. TOFC is duly qualified to do business as a foreign corporation under the laws of Puerto Rico. 5. The Credit Agreement has been duly authorized, executed and delivered by the Company. 6. Subject to the qualifications stated in the penultimate paragraph hereof, the Credit Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms. 7. The Notes being delivered to the Banks today have been duly authorized, executed and delivered by the Company.

corporation ("TOFC"), as a foreign corporation under the laws of Puerto Rico, such opinions are based solely upon certificates from officials of such jurisdictions, copies of which have been furnished to you. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate powers adequate for the execution, delivery and performance of the Credit Agreement, the Notes and the Drafts and for carrying on the business now conducted by it. 2. The Company is duly qualified to do business as a foreign corporation under the laws of New Hampshire and Tennessee. 3. TOFC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate powers adequate for carrying on the business now conducted by it. 4. TOFC is duly qualified to do business as a foreign corporation under the laws of Puerto Rico. 5. The Credit Agreement has been duly authorized, executed and delivered by the Company. 6. Subject to the qualifications stated in the penultimate paragraph hereof, the Credit Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms. 7. The Notes being delivered to the Banks today have been duly authorized, executed and delivered by the Company. 8. Subject to the qualifications stated in the penultimate paragraph hereof, the Notes being delivered to the Banks today constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with the terms thereof. 106

9. The execution and delivery of Drafts in accordance with the provisions of the Credit Agreement have been duly authorized by the Company. 10. Subject to the qualifications stated in the penultimate paragraph hereof, if a Draft had been executed and delivered on behalf of the Company in accordance with the provisions of the Credit Agreement, such Draft would constitute the legal, valid and binding obligation of the Company and would be enforceable against the Company in accordance with the terms thereof. 11. The execution and delivery of the Credit Agreement do not, and the performance by the Company of the terms thereof applicable to it will not, result in any violation of, or be in conflict with, constitute a default under or result in the creation of a lien under, any term or provision of: (a) its charter or bylaws, (b) any presently existing federal or Massachusetts law, statute or governmental regulation or the General Corporation Law of the State of Delaware, or (c) any agreement, indenture or other instrument listed in paragraph (4) of Exhibit A hereto. 12. Under existing provisions of law, no approval of, or authorization or other action by, or filing with, any federal or Massachusetts governmental authority, and no approval, authorization or other action or filing under the General Corporation Law of the State of Delaware, is required to be obtained or made by the Company in connection with the execution, delivery or performance of the Credit Agreement, the Notes or the Drafts, except for such filings as do not affect the validity or enforceability of the Credit Agreement, the Notes and the Drafts. 13. To the best of our knowledge after having made due inquiry of officers of the Company, but without having investigated any governmental records or court dockets, there is no governmental action or proceeding and no litigation pending against the Company of any of its Subsidiaries which places in question the validity or enforceability of the Credit Agreement, the Notes or the Drafts. We call your attention to the fact that John E. Beard is the Secretary of the Company. Our opinions expressed herein do not include matters which may have

9. The execution and delivery of Drafts in accordance with the provisions of the Credit Agreement have been duly authorized by the Company. 10. Subject to the qualifications stated in the penultimate paragraph hereof, if a Draft had been executed and delivered on behalf of the Company in accordance with the provisions of the Credit Agreement, such Draft would constitute the legal, valid and binding obligation of the Company and would be enforceable against the Company in accordance with the terms thereof. 11. The execution and delivery of the Credit Agreement do not, and the performance by the Company of the terms thereof applicable to it will not, result in any violation of, or be in conflict with, constitute a default under or result in the creation of a lien under, any term or provision of: (a) its charter or bylaws, (b) any presently existing federal or Massachusetts law, statute or governmental regulation or the General Corporation Law of the State of Delaware, or (c) any agreement, indenture or other instrument listed in paragraph (4) of Exhibit A hereto. 12. Under existing provisions of law, no approval of, or authorization or other action by, or filing with, any federal or Massachusetts governmental authority, and no approval, authorization or other action or filing under the General Corporation Law of the State of Delaware, is required to be obtained or made by the Company in connection with the execution, delivery or performance of the Credit Agreement, the Notes or the Drafts, except for such filings as do not affect the validity or enforceability of the Credit Agreement, the Notes and the Drafts. 13. To the best of our knowledge after having made due inquiry of officers of the Company, but without having investigated any governmental records or court dockets, there is no governmental action or proceeding and no litigation pending against the Company of any of its Subsidiaries which places in question the validity or enforceability of the Credit Agreement, the Notes or the Drafts. We call your attention to the fact that John E. Beard is the Secretary of the Company. Our opinions expressed herein do not include matters which may have come 107

to the attention of John E. Beard in that capacity and which have not been referred to us for substantive legal advice. Our opinions that each of the Credit Agreement and each of the Notes being delivered to the Banks today is, and that a Draft, executed and delivered by the Company in accordance with the provisions of the Credit Agreement today, would be, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms are subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. Such opinions are also subject to the following qualifications: (a) the enforceability of the provisions of the Credit Agreement providing for indemnification may be affected by public policy considerations or court decisions which may limit the right of the indemnified party to obtain indemnification; (b) we express no opinion as to the enforceability of any provision of the Credit Agreement which purports to grant the right of setoff to a purchaser of a participation in the obligations of the Company under the Credit Agreement, the Notes and the Drafts from a bank party to the Credit Agreement; and (c) we express no opinion as to the enforceability of any provision of the Credit Agreement to the extent it requires the Company to indemnify an of you or any other party against loss in obtaining the currency due under the Credit Agreement from a court judgment, order, award or decision in another currency. In addition, we call your attention to the fact that certain waivers contained in the Credit Agreement may be unenforceable in whole or in part by reason of certain laws or judicial decisions; however, the inclusion of such waivers in the Credit Agreement does not affect the validity of any of the other provisions of the Credit Agreement. The foregoing opinion is solely for your benefit and may not be relied on by any other person.

to the attention of John E. Beard in that capacity and which have not been referred to us for substantive legal advice. Our opinions that each of the Credit Agreement and each of the Notes being delivered to the Banks today is, and that a Draft, executed and delivered by the Company in accordance with the provisions of the Credit Agreement today, would be, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms are subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. Such opinions are also subject to the following qualifications: (a) the enforceability of the provisions of the Credit Agreement providing for indemnification may be affected by public policy considerations or court decisions which may limit the right of the indemnified party to obtain indemnification; (b) we express no opinion as to the enforceability of any provision of the Credit Agreement which purports to grant the right of setoff to a purchaser of a participation in the obligations of the Company under the Credit Agreement, the Notes and the Drafts from a bank party to the Credit Agreement; and (c) we express no opinion as to the enforceability of any provision of the Credit Agreement to the extent it requires the Company to indemnify an of you or any other party against loss in obtaining the currency due under the Credit Agreement from a court judgment, order, award or decision in another currency. In addition, we call your attention to the fact that certain waivers contained in the Credit Agreement may be unenforceable in whole or in part by reason of certain laws or judicial decisions; however, the inclusion of such waivers in the Credit Agreement does not affect the validity of any of the other provisions of the Credit Agreement. The foregoing opinion is solely for your benefit and may not be relied on by any other person. 108

Very truly yours, EXHIBIT G OPINION OF DAVIS POLK & WARDWELL, SPECIAL COUNSEL FOR THE Administrative Agent [Closing Date] To the Banks and the Administrative Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Administrative Agent 60 Wall Street New York, New York 10260-0060 Dear Sirs: We have participated in the preparation of the Credit Agreement (the "Credit Agreement") dated as of May 13, 1993, among The Timberland Company, a Delaware corporation (the "Company"), the banks listed on the signature pages thereof (the "Banks") and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "Administrative Agent"), and have acted as special counsel for the Administrative Agent for the purpose of rendering this opinion pursuant to Section 4.01(c) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents,

Very truly yours, EXHIBIT G OPINION OF DAVIS POLK & WARDWELL, SPECIAL COUNSEL FOR THE Administrative Agent [Closing Date] To the Banks and the Administrative Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Administrative Agent 60 Wall Street New York, New York 10260-0060 Dear Sirs: We have participated in the preparation of the Credit Agreement (the "Credit Agreement") dated as of May 13, 1993, among The Timberland Company, a Delaware corporation (the "Company"), the banks listed on the signature pages thereof (the "Banks") and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "Administrative Agent"), and have acted as special counsel for the Administrative Agent for the purpose of rendering this opinion pursuant to Section 4.01(c) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other 109

investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that: 1. The execution, delivery and performance by the Company of the Credit Agreement and its Drafts and Notes are within the Company's corporate powers and have been duly authorized by all necessary corporate action. 2. The Credit Agreement constitutes a valid and binding agreement of the Company and its Notes constitute, and, upon execution and delivery thereof in the manner contemplated by the Credit Agreement, its Drafts will constitute, valid and binding obligations of the Company. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Bank is located which limits the rate of interest that such Bank may charge or collect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent. Very truly yours, EXHIBIT H FORM OF ELECTION TO PARTICIPATE

investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that: 1. The execution, delivery and performance by the Company of the Credit Agreement and its Drafts and Notes are within the Company's corporate powers and have been duly authorized by all necessary corporate action. 2. The Credit Agreement constitutes a valid and binding agreement of the Company and its Notes constitute, and, upon execution and delivery thereof in the manner contemplated by the Credit Agreement, its Drafts will constitute, valid and binding obligations of the Company. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Bank is located which limits the rate of interest that such Bank may charge or collect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent. Very truly yours, EXHIBIT H FORM OF ELECTION TO PARTICIPATE , 19 MORGAN GUARANTY TRUST COMPANY 110

OF NEW YORK, as Administrative Agent for the Banks named in the Credit Agreement dated as of May 13, 1993 among The Timberland Company, such Banks and such Administrative Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement, effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in accordance with the Credit Agreement. The undersigned confirms that the representations and warranties set forth in Article X of the Credit Agreement are true and correct as to the undersigned as of the date hereof, and the undersigned hereby agrees to perform all the obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 12.09 thereof, as if the undersigned were a signatory party thereto. [Tax disclosure pursuant to Section 10.04] The address to which all notices to the undersigned under the Credit Agreement should be directed is: . This

OF NEW YORK, as Administrative Agent for the Banks named in the Credit Agreement dated as of May 13, 1993 among The Timberland Company, such Banks and such Administrative Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement, effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in accordance with the Credit Agreement. The undersigned confirms that the representations and warranties set forth in Article X of the Credit Agreement are true and correct as to the undersigned as of the date hereof, and the undersigned hereby agrees to perform all the obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 12.09 thereof, as if the undersigned were a signatory party thereto. [Tax disclosure pursuant to Section 10.04] The address to which all notices to the undersigned under the Credit Agreement should be directed is: . This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By ________________________________ Title: 111

The undersigned hereby confirms that [name of Eligible Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. THE TIMBERLAND COMPANY By _______________________________ Title: Receipt of the above Election to Participate is hereby acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent By _______________________________ Title: EXHIBIT I FORM OF ELECTION TO TERMINATE , 19

The undersigned hereby confirms that [name of Eligible Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. THE TIMBERLAND COMPANY By _______________________________ Title: Receipt of the above Election to Participate is hereby acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent By _______________________________ Title: EXHIBIT I FORM OF ELECTION TO TERMINATE , 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent for the Banks named in the Credit Agreement dated as of May 13, 1993 among The Timberland Company, such Banks and such Administrative Agent (the "Credit Agreement") Dear Sirs: 112

Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, hereby elects to terminate its status as an Eligible Subsidiary for purposes of the Credit Agreement, effective as of the date hereof. The undersigned hereby represents and warrants that all principal and interest on all Notes of the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, this Election to Terminate shall not affect any obligation of the undersigned under the Credit Agreement or under any Draft or Note heretofore incurred. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By ___________________________ Title: The undersigned hereby confirms that the status of [name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof.

Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, hereby elects to terminate its status as an Eligible Subsidiary for purposes of the Credit Agreement, effective as of the date hereof. The undersigned hereby represents and warrants that all principal and interest on all Notes of the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, this Election to Terminate shall not affect any obligation of the undersigned under the Credit Agreement or under any Draft or Note heretofore incurred. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By ___________________________ Title: The undersigned hereby confirms that the status of [name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof. THE TIMBERLAND COMPANY By ___________________________ Title: 113

Receipt of the above Election to Terminate is hereby acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent By __________________________ Title: EXHIBIT J OPINION OF COUNSEL FOR THE BORROWER (BORROWINGS BY ELIGIBLE SUBSIDIARIES) [Dated as provided in Section 4.03 of the Credit Agreement] To the Banks and the Administrative Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Administrative Agent 9 West 57th Street New York, New York 10019 Dear Sirs: I am counsel to [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation (the "Borrower"), and give this opinion pursuant to

Receipt of the above Election to Terminate is hereby acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent By __________________________ Title: EXHIBIT J OPINION OF COUNSEL FOR THE BORROWER (BORROWINGS BY ELIGIBLE SUBSIDIARIES) [Dated as provided in Section 4.03 of the Credit Agreement] To the Banks and the Administrative Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Administrative Agent 9 West 57th Street New York, New York 10019 Dear Sirs: I am counsel to [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation (the "Borrower"), and give this opinion pursuant to Section 4.03(b) of the Credit Agreement (the "Credit Agreement") dated as of May 13, 1993 among The Timberland Company (the "Company"), the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as 114

Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, I am of the opinion that: 1. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of [jurisdiction of incorporation], and is a Wholly-Owned Consolidated Subsidiary of the Company. 2. The execution and delivery by the Borrower of its Election to Participate and its Drafts and Notes and the performance by the Borrower of the Credit Agreement and its Drafts and Notes are within the Borrower's corporate powers, 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or the Borrower or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. 3. The Credit Agreement constitutes a valid and binding agreement of the Borrower and its Notes constitute, and, upon execution and delivery thereof in the manner contemplated by the Credit Agreement, its Drafts will constitute, valid and binding obligations of the Borrower.

Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, I am of the opinion that: 1. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of [jurisdiction of incorporation], and is a Wholly-Owned Consolidated Subsidiary of the Company. 2. The execution and delivery by the Borrower of its Election to Participate and its Drafts and Notes and the performance by the Borrower of the Credit Agreement and its Drafts and Notes are within the Borrower's corporate powers, 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or the Borrower or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. 3. The Credit Agreement constitutes a valid and binding agreement of the Borrower and its Notes constitute, and, upon execution and delivery thereof in the manner contemplated by the Credit Agreement, its Drafts will constitute, valid and binding obligations of the Borrower. 4. Except as disclosed in the Borrower's Election to Participate, there is no income, stamp or other tax of [jurisdiction of incorporation and, if different, principal place of business], or any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by the Borrower pursuant to the Credit Agreement or its Drafts or Notes, or is imposed on or by virtue of the execution, 115

delivery or enforcement of its Election to Participate or of its Drafts or Notes. Very truly yours, EXHIBIT K FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"), THE TIMBERLAND COMPANY (the "Company") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent"). WITNESSETH WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to the Credit Agreement dated as of May 13, 1993 among the Company, the Assignor and the other Banks party thereto, as Banks, and the Administrative Agent (the "Credit Agreement"); WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans and create Acceptances in an aggregate amount at any time outstanding not to exceed $__________; WHEREAS, Committed Loans made by the Assignor under the Credit Agreement in the aggregate principal amount of $__________ are outstanding at the date hereof; WHEREAS, Acceptances created by the Assignor under the Credit Agreement in the aggregate face amount of

delivery or enforcement of its Election to Participate or of its Drafts or Notes. Very truly yours, EXHIBIT K FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"), THE TIMBERLAND COMPANY (the "Company") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent"). WITNESSETH WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to the Credit Agreement dated as of May 13, 1993 among the Company, the Assignor and the other Banks party thereto, as Banks, and the Administrative Agent (the "Credit Agreement"); WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans and create Acceptances in an aggregate amount at any time outstanding not to exceed $__________; WHEREAS, Committed Loans made by the Assignor under the Credit Agreement in the aggregate principal amount of $__________ are outstanding at the date hereof; WHEREAS, Acceptances created by the Assignor under the Credit Agreement in the aggregate face amount of $________ are outstanding at the date hereof; and WHEREAS, except with respect to the outstanding Acceptances, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"), 116

together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: SECTION 1. DEFINITIONS. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement. SECTION 2. ASSIGNMENT. Except as provided in Section 4 below, the Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Committed Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, the Company and the Administrative Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. SECTION 3. PAYMENTS. As consideration for the assignment and sale contemplated in Section 2 hereof, the

together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: SECTION 1. DEFINITIONS. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement. SECTION 2. ASSIGNMENT. Except as provided in Section 4 below, the Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Committed Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, the Company and the Administrative Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. SECTION 3. PAYMENTS. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds an amount heretofore agreed between them.* It is understood that facility fees with respect to the Assigned Amount accrued to the date hereof are for the account of the Assignor and such fees accruing from and including the date hereof are for the account of the Assignee. 117

*Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party's interest therein and shall promptly pay the same to such other party. SECTION 4. OUTSTANDING ACCEPTANCES; EFFECT ON AVAILABILITY OF COMMITMENTS. The parties hereto agree that the Assignee is not participating in and is not subject to any liability in respect of Acceptances that are outstanding under the Credit Agreement as of the date hereof. The Company hereby confirms its understanding that as a result of such non-participation, so long as any such Acceptance remains outstanding, (i) the Assignee's Total Committed Exposure expressed as a percentage of its Commitment (its "Percentage Utilization") shall be proportionately lower than the Percentage Utilization of the Banks that are not parties to this Assignment Agreement; (ii) the Assignor's Percentage Utilization shall be proportionately higher than the Percentage Utilization of the Banks that are not parties to this Assignment Agreement; and (iii) because, in accordance with the terms of the Credit Agreement, Committed Borrowings and Drawings are made from the several Banks ratably in proportion to their respective Commitments, the Borrower shall be unable to use the unused Commitments of the Assignee and the Banks that are not parties to this Agreement at any time when the Assignor's Percentage Utilization is equal to 100%. SECTION 5. CONSENT OF THE COMPANY AND THE ADMINISTRATIVE AGENT. This Agreement is conditioned upon the consent of the Company and the Administrative Agent pursuant to Section 12.06(c) of the Credit Agreement. The execution of this Agreement by the Company and the Administrative Agent is evidence of this consent. Pursuant to Section 12.06(c) the Company agrees to execute and deliver a Note, and to cause each Eligible Subsidiary, if any, to execute and deliver a Note, payable to the order of

*Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party's interest therein and shall promptly pay the same to such other party. SECTION 4. OUTSTANDING ACCEPTANCES; EFFECT ON AVAILABILITY OF COMMITMENTS. The parties hereto agree that the Assignee is not participating in and is not subject to any liability in respect of Acceptances that are outstanding under the Credit Agreement as of the date hereof. The Company hereby confirms its understanding that as a result of such non-participation, so long as any such Acceptance remains outstanding, (i) the Assignee's Total Committed Exposure expressed as a percentage of its Commitment (its "Percentage Utilization") shall be proportionately lower than the Percentage Utilization of the Banks that are not parties to this Assignment Agreement; (ii) the Assignor's Percentage Utilization shall be proportionately higher than the Percentage Utilization of the Banks that are not parties to this Assignment Agreement; and (iii) because, in accordance with the terms of the Credit Agreement, Committed Borrowings and Drawings are made from the several Banks ratably in proportion to their respective Commitments, the Borrower shall be unable to use the unused Commitments of the Assignee and the Banks that are not parties to this Agreement at any time when the Assignor's Percentage Utilization is equal to 100%. SECTION 5. CONSENT OF THE COMPANY AND THE ADMINISTRATIVE AGENT. This Agreement is conditioned upon the consent of the Company and the Administrative Agent pursuant to Section 12.06(c) of the Credit Agreement. The execution of this Agreement by the Company and the Administrative Agent is evidence of this consent. Pursuant to Section 12.06(c) the Company agrees to execute and deliver a Note, and to cause each Eligible Subsidiary, if any, to execute and deliver a Note, payable to the order of 118

the Assignee to evidence the assignment and assumption provided for herein. SECTION 6. NON-RELIANCE ON ASSIGNOR. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of any Borrower, or the validity and enforceability of the obligations of any Borrower in respect of the Credit Agreement or any Draft or Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrowers. SECTION 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 8. COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written. [ASSIGNOR] Title: [ASSIGNEE] By ___________________________ Title:

the Assignee to evidence the assignment and assumption provided for herein. SECTION 6. NON-RELIANCE ON ASSIGNOR. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of any Borrower, or the validity and enforceability of the obligations of any Borrower in respect of the Credit Agreement or any Draft or Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrowers. SECTION 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 8. COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written. [ASSIGNOR] Title: [ASSIGNEE] By ___________________________ Title: 119

THE TIMBERLAND COMPANY By ___________________________________ Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent By ___________________________________ Title: EXHIBIT L FORM OF REQUEST FOR EXTENSION OF ACCEPTANCE FACILITY TERMINATION DATE ________ __, 19__ To each of the Banks parties to the Credit Agreement described below Dear Sirs: We refer to the Credit Agreement dated as of May 13, 1993 among The Timberland Company, the Banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "Credit Agreement"). Terms defined in the Credit Agreement are used herein as therein defined.

THE TIMBERLAND COMPANY By ___________________________________ Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent By ___________________________________ Title: EXHIBIT L FORM OF REQUEST FOR EXTENSION OF ACCEPTANCE FACILITY TERMINATION DATE ________ __, 19__ To each of the Banks parties to the Credit Agreement described below Dear Sirs: We refer to the Credit Agreement dated as of May 13, 1993 among The Timberland Company, the Banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "Credit Agreement"). Terms defined in the Credit Agreement are used herein as therein defined. In accordance with Section 3.09 of the Credit Agreement, the Company hereby requests your consent to extend the Acceptance Facility Termination Date for one year from __________, 19__, to __________, 19__. If such an 120

extension is acceptable to you, please so indicate by signing in the indicated space below. The above described extension of the Acceptance Facility Termination Date shall become effective if and when the Administrative Agent shall have received counterparts hereof signed by each of the Banks no later than __________, 19__. This instrument shall be construed in accordance with and governed by the laws of the State New York. Very truly yours, THE TIMBERLAND COMPANY [Title] The undersigned hereby consents to the extension of the Acceptance Facility Termination Date requested above. [NAME OF BANK] By__________________________

extension is acceptable to you, please so indicate by signing in the indicated space below. The above described extension of the Acceptance Facility Termination Date shall become effective if and when the Administrative Agent shall have received counterparts hereof signed by each of the Banks no later than __________, 19__. This instrument shall be construed in accordance with and governed by the laws of the State New York. Very truly yours, THE TIMBERLAND COMPANY [Title] The undersigned hereby consents to the extension of the Acceptance Facility Termination Date requested above. [NAME OF BANK] By__________________________ [Title] 121

Exhibit 10.11(ii) EXECUTION COPY AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of November 15, 1993 to the Credit Agreement dated as of May 13, 1993 among THE TIMBERLAND COMPANY (the "Borrower"), the BANKS listed on the signature pages thereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent"). WITNESSETH: WHEREAS, the parties hereto have heretofore entered into a Credit Agreement dated as of May 13, 1993 (the "Agreement"); and WHEREAS, the parties hereto desire to amend the Agreement as hereinafter set forth. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby. SECTION 2. Amendment of Section 1.01 of the Agreement. Section 1.01 of the Agreement is hereby amended by: (a) amending the definition of "Permitted Long-Term Debt" contained therein to read in its entirety as follows:

Exhibit 10.11(ii) EXECUTION COPY AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of November 15, 1993 to the Credit Agreement dated as of May 13, 1993 among THE TIMBERLAND COMPANY (the "Borrower"), the BANKS listed on the signature pages thereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent"). WITNESSETH: WHEREAS, the parties hereto have heretofore entered into a Credit Agreement dated as of May 13, 1993 (the "Agreement"); and WHEREAS, the parties hereto desire to amend the Agreement as hereinafter set forth. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby. SECTION 2. Amendment of Section 1.01 of the Agreement. Section 1.01 of the Agreement is hereby amended by: (a) amending the definition of "Permitted Long-Term Debt" contained therein to read in its entirety as follows: "'Permitted Long-Term Debt' means (i) Debt outstanding under the Chase Credit Agreement and (ii) Debt (other than Debt permitted under Section 6.08(b)) of the Company or any of its Subsidiaries that (a) does not mature or have any required sinking fund or other required payments of principal (other than (x) principal and interest on a standard mortgage basis for mortgages with terms, at the time such mortgages are entered into, of greater than 15 years and (y) the principal component of rental payments with respect to not more than

$5,000,000 of capitalized leases, the terms of which are not, at the time such leases are entered into, less than five years), any mandatory redemptions or redemptions at the option of the holder thereof or any required increases in the rate of interest payable with respect thereto, in any such case prior to the first anniversary of the Termination Date or (b) consists of conventional construction loans incurred to finance the construction of real property improvements of the Company and its Subsidiaries."; and (b) adding, following the definition of "CD Reference Banks" contained therein, the following new definition: "'Chase Credit Agreement' means the Credit Agreement dated as of November 15, 1993 among the Company, the banks listed on the signature pages thereof, and The Chase Manhattan Bank, N.A., as agent for such banks, as the same may, subject to Section 6.15, be amended, modified or supplemented from time to time.". SECTION 3. Amendment to Section 6.08(a) of the Agreement. Section 6.08(a) of the Agreement is hereby amended by inserting, immediately before the semicolon at the end thereof, the following proviso: ", and provided further that the sum of (1) the aggregate outstanding principal amount of all Loans to Eligible Subsidiaries and (2) the aggregate outstanding face amount of all Acceptances drawn by Eligible Subsidiaries then outstanding less the aggregate face amount of all such Acceptances as to which Acceptance Obligations

$5,000,000 of capitalized leases, the terms of which are not, at the time such leases are entered into, less than five years), any mandatory redemptions or redemptions at the option of the holder thereof or any required increases in the rate of interest payable with respect thereto, in any such case prior to the first anniversary of the Termination Date or (b) consists of conventional construction loans incurred to finance the construction of real property improvements of the Company and its Subsidiaries."; and (b) adding, following the definition of "CD Reference Banks" contained therein, the following new definition: "'Chase Credit Agreement' means the Credit Agreement dated as of November 15, 1993 among the Company, the banks listed on the signature pages thereof, and The Chase Manhattan Bank, N.A., as agent for such banks, as the same may, subject to Section 6.15, be amended, modified or supplemented from time to time.". SECTION 3. Amendment to Section 6.08(a) of the Agreement. Section 6.08(a) of the Agreement is hereby amended by inserting, immediately before the semicolon at the end thereof, the following proviso: ", and provided further that the sum of (1) the aggregate outstanding principal amount of all Loans to Eligible Subsidiaries and (2) the aggregate outstanding face amount of all Acceptances drawn by Eligible Subsidiaries then outstanding less the aggregate face amount of all such Acceptances as to which Acceptance Obligations have been paid or prepaid pursuant to Section 2.13, 3.04, 3.07 or 9.06 shall at no time exceed $17,000,000". SECTION 4. Amendment to Section 6.15 of the Agreement. Section 6.15 of the Agreement is hereby amended to read in its entirety as follows: "SECTION 6.15. Restrictions on Prepayments of and Amendments to Certain Debt. (a) The Company will not, and will not permit any of its Subsidiaries to, voluntarily repay or prepay (i) any Debt

outstanding under any of the Note Agreements, each dated as of September 30, 1989 and between the Company and the Purchaser named in Schedule I thereto (each a "Note Agreement"), or (ii) except with the proceeds of the issuance by the Company of Permitted Long-Term Debt or shares of its common stock, any Debt outstanding under the Chase Credit Agreement, provided that the Company may voluntarily repay or prepay Debt outstanding under the Chase Credit Agreement in a cumulative aggregate amount not in excess of $5,000,000 without regard to the source of funds used for such repayment or prepayment so long as, immediately before and after any such repayment or prepayment, the Total Aggregate Exposure of each Bank is zero. (b) The Company will not consent to (i) any amendment of the final maturity of any Debt outstanding under any Note Agreement to a date prior to the Termination Date, (ii) any amendment of the amount or date of any required repayment or prepayment of any Debt outstanding under the Chase Credit Agreement, except for an amendment of any such date to a date on or after the earlier of ( A) the date of such required repayment or prepayment as in effect prior to such amendment and (B) the Termination Date or (iii) any amendment, modification, supplement or waiver of the covenants or events of default contained in the Chase Credit Agreement in any manner that (A) causes such covenants or events of default to include additional, greater or more stringent restrictions on the Company and (B) could adversely affect the Banks.". SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Borrower and the Required Banks (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date

outstanding under any of the Note Agreements, each dated as of September 30, 1989 and between the Company and the Purchaser named in Schedule I thereto (each a "Note Agreement"), or (ii) except with the proceeds of the issuance by the Company of Permitted Long-Term Debt or shares of its common stock, any Debt outstanding under the Chase Credit Agreement, provided that the Company may voluntarily repay or prepay Debt outstanding under the Chase Credit Agreement in a cumulative aggregate amount not in excess of $5,000,000 without regard to the source of funds used for such repayment or prepayment so long as, immediately before and after any such repayment or prepayment, the Total Aggregate Exposure of each Bank is zero. (b) The Company will not consent to (i) any amendment of the final maturity of any Debt outstanding under any Note Agreement to a date prior to the Termination Date, (ii) any amendment of the amount or date of any required repayment or prepayment of any Debt outstanding under the Chase Credit Agreement, except for an amendment of any such date to a date on or after the earlier of ( A) the date of such required repayment or prepayment as in effect prior to such amendment and (B) the Termination Date or (iii) any amendment, modification, supplement or waiver of the covenants or events of default contained in the Chase Credit Agreement in any manner that (A) causes such covenants or events of default to include additional, greater or more stringent restrictions on the Company and (B) could adversely affect the Banks.". SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Borrower and the Required Banks (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. THE TIMBERLAND COMPANY
/s/ Carden N. Welsh By _____________________ Title: Treasurer

MORGAN GUARANTY TRUST COMPANY

OF NEW YORK
/s/ Charles Pardue By _____________________ Title: Associate

ABN AMRO BANK N.V. Marilyn Tressell By _____________________ Title: Vice President
/s/ Carolyn Van Putten By _____________________

OF NEW YORK
/s/ Charles Pardue By _____________________ Title: Associate

ABN AMRO BANK N.V. Marilyn Tressell By _____________________ Title: Vice President
/s/ Carolyn Van Putten By _____________________ Title: Ass't Vice President

THE FIRST NATIONAL BANK OF BOSTON
/s/ Amy B. Lyons By ______________________ Title: Vice President

BARCLAYS BANK PLC No Signature By ______________________ Title: THE NORTHERN TRUST COMPANY
/s/ Greg Werd By ______________________ Title: Vice President

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
/s/ Charles Pardue By _____________________ Title: Associate

Exhibit 10.12 CREDIT AGREEMENT dated as of November 15, 1993 among

Exhibit 10.12 CREDIT AGREEMENT dated as of November 15, 1993 among THE TIMBERLAND COMPANY the Banks signatory hereto and THE CHASE MANHATTAN BANK, N.A. as Agent
Table of Contents

ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS Section 1.01. Definitions Section 1.02. Accounting Terms ARTICLE 2. THE CREDIT Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. Section 2.11. Section 2.12.

1 13

The Revolving Credit Loans The Term Loans The Notes Purpose Borrowing Procedures Prepayments and Conversions Interest Periods: Renewals Changes of Commitments Certain Notices Minimum Amounts Interest Fees

13 14 14 14 15 15 15 16 16 17 17 17

Section 2.13. ARTICLE 3. YIELD Section Section Section Section

Payments Generally

18

PROTECTION; ILLEGALITY; ETC. 3.01. Additional Costs 3.02. Limitation of Types of Loans 3.03. Illegality 3.04. Certain Conversions pursuant to Sections 3.01 and 3.03 Section 3.05. Certain Compensation Section 3.06. Indemnification for Taxes Section 3.07. Foreign Subsidiary Costs

18 20 21 21 22 23 24

ARTICLE 4. CONDITIONS PRECEDENT Section 4.01. Documentary Conditions Precedent Section 4.02. Additional Conditions Precedent Section 4.03. Deemed Representations Section 4.04. First Borrowing by Each Eligible Subsidiary Section 4.05. Representations of Eligible Subsidiaries

25 25 26 26 27

Section 2.13. ARTICLE 3. YIELD Section Section Section Section

Payments Generally

18

PROTECTION; ILLEGALITY; ETC. 3.01. Additional Costs 3.02. Limitation of Types of Loans 3.03. Illegality 3.04. Certain Conversions pursuant to Sections 3.01 and 3.03 Section 3.05. Certain Compensation Section 3.06. Indemnification for Taxes Section 3.07. Foreign Subsidiary Costs

18 20 21 21 22 23 24

ARTICLE 4. CONDITIONS PRECEDENT Section 4.01. Documentary Conditions Precedent Section 4.02. Additional Conditions Precedent Section 4.03. Deemed Representations Section 4.04. First Borrowing by Each Eligible Subsidiary Section 4.05. Representations of Eligible Subsidiaries ARTICLE 5. REPRESENTATIONS AND WARRANTIES Section 5.01. Incorporation, Good Standing and Due Qualification Section 5.02. Corporate Power and Authority; No Conflicts Section 5.03. Legally Enforceable Agreements Section 5.04. Litigation Section 5.05. Financial Statements Section 5.06. Taxes Section 5.07. ERISA Section 5.08. Subsidiaries and Ownership of Stock Section 5.09. Credit Arrangements Section 5.10. No Default on Outstanding Judgments or Orders Section 5.11. Governmental Regulation Section 5.12. Environmental Matters Section 5.13. Full Disclosure ARTICLE 6. AFFIRMATIVE COVENANTS

25 25 26 26 27

28 28 28 28 29 29 29 30 30 30 30 30 31

Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07.

Reporting Requirements Payment of Obligations Maintenance of Property; Insurance Conduct of Business and Maintenance of Existence Compliance with Laws Inspection of Property, Books and Records Maintenance of Ownership of Subsidiaries

31 34 34 35 35 35 36

ARTICLE 7. NEGATIVE COVENANTS Section 7.01. Debt Section 7.02. Restricted Payments Section 7.03. Investments Section 7.04. Negative Pledge Section 7.05. Consolidations, Mergers and Sales of Assets Section 7.06. No Prepayment of Note Agreement Debt; Amendments to Debt Documentation Transactions with Affiliates Borrowing Base Compliance

36 37 38 38 39

40 40 40

Section 7.07. Section 7.08

Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07.

Reporting Requirements Payment of Obligations Maintenance of Property; Insurance Conduct of Business and Maintenance of Existence Compliance with Laws Inspection of Property, Books and Records Maintenance of Ownership of Subsidiaries

31 34 34 35 35 35 36

ARTICLE 7. NEGATIVE COVENANTS Section 7.01. Debt Section 7.02. Restricted Payments Section 7.03. Investments Section 7.04. Negative Pledge Section 7.05. Consolidations, Mergers and Sales of Assets Section 7.06. No Prepayment of Note Agreement Debt; Amendments to Debt Documentation Transactions with Affiliates Borrowing Base Compliance

36 37 38 38 39

40 40 40

Section 7.07. Section 7.08

ARTICLE 8. FINANCIAL COVENANTS Section 8.01. Fixed Charge Coverage Ratio Section 8.02. Minimum Consolidated Tangible Net Worth ARTICLE 9. EVENTS OF DEFAULT Section 9.01. Events of Default Section 9.02. Remedies ARTICLE 10. THE AGENT; RELATIONS AMONG BANKS AND BORROWER Section 10.01. Appointment, Powers and Immunities of Agent Section 10.02. Reliance by Agent Section 10.03. Defaults Section 10.04. Rights of Agent as a Bank Section 10.05. Indemnification of Agent Section 10.06. Documents Section 10.07. Non-Reliance on Agent and Other Banks Section 10.08. Failure of Agent to Act Section 10.09. Resignation or Removal of Agent Section 10.10. Amendments Concerning Agency Function

41 41

41 43

43 44 44 45 45 46 46 46 46 47

Section Section Section Section Section

10.11. 10.12. 10.13. 10.14. 10.15.

Section 10.16. Section 10.17. ARTICLE 11. GUARANTY Section 11.01. Section 11.02. Section 11.03.

Liability of Agent Transfer of Agency Function Non-Receipt of Funds by the Agent Withholding Taxes Several Obligations and Rights of Banks Pro Rata Treatment of Loans, Etc Sharing of Payments Among Banks

47 47 48 48 48 49 49

Section 11.04. Section 11.05. Section 11.06. ARTICLE 12.

The Guaranty Guaranty Unconditional Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances Waiver by the Company Subrogation Stay of Acceleration

49 50

50 51 51 51

MISCELLANEOUS

Section Section Section Section Section

10.11. 10.12. 10.13. 10.14. 10.15.

Section 10.16. Section 10.17. ARTICLE 11. GUARANTY Section 11.01. Section 11.02. Section 11.03.

Liability of Agent Transfer of Agency Function Non-Receipt of Funds by the Agent Withholding Taxes Several Obligations and Rights of Banks Pro Rata Treatment of Loans, Etc Sharing of Payments Among Banks

47 47 48 48 48 49 49

Section 11.04. Section 11.05. Section 11.06.

The Guaranty Guaranty Unconditional Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances Waiver by the Company Subrogation Stay of Acceleration

49 50

50 51 51 51

ARTICLE 12. MISCELLANEOUS Section 12.01. Amendments and Waivers Section 12.02. Usury Section 12.03. Expenses Section 12.04. Survival Section 12.05. Assignments; Participations Section 12.06. Notices Section 12.07. Setoff Section 12.08. Jurisdiction; Immunities Section 12.09. Judgment Currency Section 12.10. Confidentiality Section 12.11. Table of Contents: Headings Section 12.12. Severability Section 12.13. Counterparts Section 12.14. Integration Section 12.15. Governing Law

51 52 52 52 52 53 53 54 54 55 55 55 55 56 56

EXHIBITS Exhibit Exhibit Exhibit Exhibit A B C D Promissory Note Authorization Letter Election to Participate Election to Terminate

Exhibit E Exhibit F

Opinion of Counsel for the Company Opinion of Counsel for Each Eligible Subsidiary

SCHEDULES Schedule I Schedule II

Subsidiaries of the Company Credit Arrangements

CREDIT AGREEMENT dated as of November 15, 1993 among THE TIMBERLAND COMPANY, a corporation organized under the laws of the State of Delaware (the "Company"), each of the banks which is a signatory hereto (individually a "Bank" and collectively the "Banks") and THE CHASE MANHATTAN BANK, N.A., a national banking association organized under the laws of the United States of America, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent"). The Company desires that the Banks extend credit as provided herein, and the Banks are prepared to extend such credit. Accordingly, the Company, the Banks and the Agent agree as follows: ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS. Section 1.01. Definitions. As used in this Agreement the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa);

Exhibit E Exhibit F

Opinion of Counsel for the Company Opinion of Counsel for Each Eligible Subsidiary

SCHEDULES Schedule I Schedule II

Subsidiaries of the Company Credit Arrangements

CREDIT AGREEMENT dated as of November 15, 1993 among THE TIMBERLAND COMPANY, a corporation organized under the laws of the State of Delaware (the "Company"), each of the banks which is a signatory hereto (individually a "Bank" and collectively the "Banks") and THE CHASE MANHATTAN BANK, N.A., a national banking association organized under the laws of the United States of America, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent"). The Company desires that the Banks extend credit as provided herein, and the Banks are prepared to extend such credit. Accordingly, the Company, the Banks and the Agent agree as follows: ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS. Section 1.01. Definitions. As used in this Agreement the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa); "Additional Costs" shall have the meaning set forth in Section 3.01(a). "Affiliate" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Company (a "Controlling Person") or (ii) any Person (other than the Company or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or

policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Agent" means The Chase Manhattan Bank, N.A. "Aggregate Positive Consolidated Net Income" means the aggregate amount of consolidated net income for each fiscal quarter commencing on or after December 31, 1992 and ending on or prior to the date as of which Aggregate Positive Consolidated Net Income is determined (with no deduction for consolidated net losses for any such fiscal quarter). "Agreement" means this Credit Agreement, as amended or supplemented from time to time. References to Articles, Sections, Exhibits, Schedules and the like refer to the Articles, Sections, Exhibits, Schedules and the like of this Agreement unless otherwise indicated. "Alternative Currency" means Sterling, Deutschemarks, Lira or Francs. "Alternative Currency Equivalent" means with respect to an amount of Dollars on any date in relation to any specific Alternative Currency, the amount of such Alternative Currency that may be purchased with such amount of Dollars at the Spot Exchange Rate with respect to Dollars on such date. "Alternative Currency Loan" means any Loan denominated in an Alternative Currency. "Authorization Letter" means the letter agreement executed by any Borrower in the form of Exhibit B. "Banking Day" means any day on which commercial banks are not authorized or required to close in New York City and whenever such day relates to a Eurocurrency Loan or notice with respect to any Eurocurrency Loan, a day on which dealings in Dollar deposits are also carried out in the London interbank market.

policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Agent" means The Chase Manhattan Bank, N.A. "Aggregate Positive Consolidated Net Income" means the aggregate amount of consolidated net income for each fiscal quarter commencing on or after December 31, 1992 and ending on or prior to the date as of which Aggregate Positive Consolidated Net Income is determined (with no deduction for consolidated net losses for any such fiscal quarter). "Agreement" means this Credit Agreement, as amended or supplemented from time to time. References to Articles, Sections, Exhibits, Schedules and the like refer to the Articles, Sections, Exhibits, Schedules and the like of this Agreement unless otherwise indicated. "Alternative Currency" means Sterling, Deutschemarks, Lira or Francs. "Alternative Currency Equivalent" means with respect to an amount of Dollars on any date in relation to any specific Alternative Currency, the amount of such Alternative Currency that may be purchased with such amount of Dollars at the Spot Exchange Rate with respect to Dollars on such date. "Alternative Currency Loan" means any Loan denominated in an Alternative Currency. "Authorization Letter" means the letter agreement executed by any Borrower in the form of Exhibit B. "Banking Day" means any day on which commercial banks are not authorized or required to close in New York City and whenever such day relates to a Eurocurrency Loan or notice with respect to any Eurocurrency Loan, a day on which dealings in Dollar deposits are also carried out in the London interbank market. "Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group. "Borrower" means the Company or any Eligible Subsidiary, as the context may require, and their respective successors and assigns, and "Borrowers" means all of the foregoing.

"Borrowing" means a Loan or group of Loans of a single type as to which a single Interest Period is in effect. "Borrowing Request" means a request by a Borrower in accordance with Section 2.05. "Cash Flow" means for any periods, the sum of (a) consolidated net income of the Company and its Consolidated Subsidiaries for such period, plus (b) to the extent deducted in determining such consolidated net income, the sum of Consolidated Interest Expense, consolidated taxes, consolidated depreciation and goodwill amortization for such periods, minus Consolidated Capital Expenditures for such period. "Capital Expenditures" means for any period, the Dollar amount of gross expenditures (including obligations under Capital Leases made for fixed assets, real property, plant and equipment, and all renewals, improvements and replacement thereto (but not repairs thereof)) incurred during such period. "Capital Lease" means any lease which has been or should be capitalized on the books of the lessee in accordance with generally accepted accounting principles. "Closing Date" means the date this Agreement has been executed by the Company, the Banks and the Agent. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Commitment" means with respect to each Bank, the obligation of such Bank to make Loans under this

"Borrowing" means a Loan or group of Loans of a single type as to which a single Interest Period is in effect. "Borrowing Request" means a request by a Borrower in accordance with Section 2.05. "Cash Flow" means for any periods, the sum of (a) consolidated net income of the Company and its Consolidated Subsidiaries for such period, plus (b) to the extent deducted in determining such consolidated net income, the sum of Consolidated Interest Expense, consolidated taxes, consolidated depreciation and goodwill amortization for such periods, minus Consolidated Capital Expenditures for such period. "Capital Expenditures" means for any period, the Dollar amount of gross expenditures (including obligations under Capital Leases made for fixed assets, real property, plant and equipment, and all renewals, improvements and replacement thereto (but not repairs thereof)) incurred during such period. "Capital Lease" means any lease which has been or should be capitalized on the books of the lessee in accordance with generally accepted accounting principles. "Closing Date" means the date this Agreement has been executed by the Company, the Banks and the Agent. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Commitment" means with respect to each Bank, the obligation of such Bank to make Loans under this Agreement in the aggregate principal amount following, as such amount may be reduced or otherwise modified from time to time:
The Chase Manhattan Bank, N.A.: Fleet Bank of Massachusetts, N.A.: IBJ Schroder Bank and Trust Company: Total: $20,000,000; $15,000,000; $15,000,000; $50,000,000.

"Company" means The Timberland Company, a Delaware corporation, and its successors and assigns. "Consolidated Capital Expenditures" means Capital Expenditures of the Company and its Consolidated Subsidiaries on a consolidated basis. "Consolidated EBITR" means, for any period, the sum of (a) consolidated net income of the Company and its Consolidated Subsidiaries for such period, plus (b) to the extent deducted in

determining such consolidated net income, the sum of (i) Consolidated Interest Expense, (ii) Consolidated Rental Expense and (iii) consolidated taxes of the Company and its Consolidated Subsidiaries for such period. "Consolidated Interest Expense" means, for any period, the interest expense of the Company and its Consolidated Subsidiaries determined on a consolidated basis for such period. "Consolidated Net Worth" means at any date the consolidated stockholders' equity of the Company and its Consolidated Subsidiaries (without giving effect to any write-ups or write-downs resulting from foreign currency translations after December 31, 1992) as of such date. "Consolidated Rental Expense" means, for any period, the rental expense of the Company and its Consolidated Subsidiaries (other than with respect to Capital Leases) determined on a consolidated basis for such period. "Consolidated Subsidiary" means any Subsidiary whose accounts are or are required to be consolidated with the accounts of the Company in accordance with generally accepted accounting principles.

determining such consolidated net income, the sum of (i) Consolidated Interest Expense, (ii) Consolidated Rental Expense and (iii) consolidated taxes of the Company and its Consolidated Subsidiaries for such period. "Consolidated Interest Expense" means, for any period, the interest expense of the Company and its Consolidated Subsidiaries determined on a consolidated basis for such period. "Consolidated Net Worth" means at any date the consolidated stockholders' equity of the Company and its Consolidated Subsidiaries (without giving effect to any write-ups or write-downs resulting from foreign currency translations after December 31, 1992) as of such date. "Consolidated Rental Expense" means, for any period, the rental expense of the Company and its Consolidated Subsidiaries (other than with respect to Capital Leases) determined on a consolidated basis for such period. "Consolidated Subsidiary" means any Subsidiary whose accounts are or are required to be consolidated with the accounts of the Company in accordance with generally accepted accounting principles. "Consolidated Tangible Net Worth" means at any date Consolidated Net Worth less the consolidated Intangible Assets of the Company and its Consolidated Subsidiaries, all determined as of such date. For the purposes of this definition "Intangible Assets" means the amount (to the extent reflected in determining such Consolidated Net Worth) of (i) all write-ups (other than write-ups of assets of a going concern business made within twelve months after the acquisition of such business) subsequent to December 31, 1992 in the book value of any asset owned by the Company or a Consolidated Subsidiary, (ii) all Investments in unconsolidated Subsidiaries and all equity investments in Persons which are not Subsidiaries and (iii) all unamortized debt discount and expenses, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets. "Conversion Date" means May 15, 1996; provided that if such date is not a Banking Day, the Conversion Date shall be the next succeeding Banking Day (or if such next succeeding Banking Day falls in the next calendar month, the next preceding Banking Day).

"Debt" means, with respect to any Person at any date, without duplication: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (e) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument, whether drawn or undrawn, (f) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (g) all Debt of others Guaranteed by such Person. "Default" means any event which constitutes an Event of Default or which with the giving of notice or lapse of time, or both, would become an Event of Default. "Default Rate" means, with respect to an amount of any Loan not paid when due, a rate per annum equal to: (a) if such Loan is a Variable Rate Loan, a variable rate 2% above the rate of interest thereon; (b) if such Loan is a Eurocurrency Loan, a fixed rate 2% above the rate of interest in effect thereon (including any Interest Margin). "Denomination Date" means in relation to any Borrowing in an Alternative Currency, the date that is three Banking Days prior to the date such Borrowing is made. "Deutschemarks" and the sign "DM" means lawful money of Germany. "Dollars" and the sign "$" mean lawful money of the United States of America.

"Debt" means, with respect to any Person at any date, without duplication: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (e) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument, whether drawn or undrawn, (f) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (g) all Debt of others Guaranteed by such Person. "Default" means any event which constitutes an Event of Default or which with the giving of notice or lapse of time, or both, would become an Event of Default. "Default Rate" means, with respect to an amount of any Loan not paid when due, a rate per annum equal to: (a) if such Loan is a Variable Rate Loan, a variable rate 2% above the rate of interest thereon; (b) if such Loan is a Eurocurrency Loan, a fixed rate 2% above the rate of interest in effect thereon (including any Interest Margin). "Denomination Date" means in relation to any Borrowing in an Alternative Currency, the date that is three Banking Days prior to the date such Borrowing is made. "Deutschemarks" and the sign "DM" means lawful money of Germany. "Dollars" and the sign "$" mean lawful money of the United States of America. "Dollar Equivalent" means, with respect to an amount of any Alternative Currency on any date, the amount of Dollars that may be purchased with such amount of such Alternative Currency at the Spot Exchange Rate with respect to such Alternative Currency on such date. "Election to Participate" means an Election to Participate substantially in the form of Exhibit C hereto. "Election to Terminate" means an Election to Terminate substantially in the form of Exhibit D hereto.

"Eligible Subsidiary" means any Wholly-Owned Consolidated Subsidiary of the Company as to which an Election to Participate shall have been delivered to the Agent and as to which an Election to Terminate shall not have been delivered to the Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Wholly-Owned Consolidated Subsidiary and the Company in such number of copies as the Agent may request. The delivery of an Election to Terminate shall not affect any obligation of an Eligible Subsidiary theretofore incurred. The Agent shall promptly give notice to the Banks of the receipt of any Election to Participate or Election to Terminate. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, conversions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment, including without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute including any rules and regulations promulgated thereunder. "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414(c) of the Code.

"Eligible Subsidiary" means any Wholly-Owned Consolidated Subsidiary of the Company as to which an Election to Participate shall have been delivered to the Agent and as to which an Election to Terminate shall not have been delivered to the Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Wholly-Owned Consolidated Subsidiary and the Company in such number of copies as the Agent may request. The delivery of an Election to Terminate shall not affect any obligation of an Eligible Subsidiary theretofore incurred. The Agent shall promptly give notice to the Banks of the receipt of any Election to Participate or Election to Terminate. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, conversions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment, including without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute including any rules and regulations promulgated thereunder. "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414(c) of the Code. "Eurocurrency Loan" means any Loan when and to the extent the interest rate therefor is determined on the basis of the definition "Fixed Base Rate." "Event of Default" has the meaning given such term in Section 9.01. "Facility Documents" means this Agreement and the Notes. "Federal Funds Rate" means, for any day, the rate per annum (expressed on a 365/366 day basis of calculation, if the

rate on Variable Rate Loans is so calculated) equal to the weighted average of the rates on overnight federal funds transactions as published by the Federal Reserve Bank of New York for such day (or for any day that is not a Banking Day, for the immediately preceding Banking Day). "Fixed Base Rate" means with respect to any Interest Period for a Eurocurrency Loan, the rate per annum (rounded upwards if necessary to the nearest 1/16 of 1%) quoted at approximately 11:00 a.m. London time by the principal London branch of the Agent two Banking Days prior to the first day of such Interest Period for the offering to leading banks in the London interbank market of Dollar deposits or deposits in an Alternative Currency, as the case may be, in immediately available funds, for a period, and in an amount, comparable to the Interest Period and principal amount of the Eurocurrency Loan which shall be made by the Banks and outstanding during such Interest Period. "Fixed Charge Coverage Ratio" means, for any period, the ratio of (i) Consolidated EBITR for such period to (ii) the sum of (A) Consolidated Interest Expense for such period, (B) Consolidated Rental Expense for such period and (C) dividends on preferred stock of the Company and its Consolidated Subsidiaries for such period (other than any such dividends paid to the Company or its Consolidated Subsidiaries). "Fixed Rate" means, for any Eurocurrency Loan for any Interest Period therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Agent to be equal to the quotient of (i) the Fixed Base Rate for such Loan for such Interest Period, divided by (ii) one minus the Reserve Requirement for such Loan for such Interest Period.

rate on Variable Rate Loans is so calculated) equal to the weighted average of the rates on overnight federal funds transactions as published by the Federal Reserve Bank of New York for such day (or for any day that is not a Banking Day, for the immediately preceding Banking Day). "Fixed Base Rate" means with respect to any Interest Period for a Eurocurrency Loan, the rate per annum (rounded upwards if necessary to the nearest 1/16 of 1%) quoted at approximately 11:00 a.m. London time by the principal London branch of the Agent two Banking Days prior to the first day of such Interest Period for the offering to leading banks in the London interbank market of Dollar deposits or deposits in an Alternative Currency, as the case may be, in immediately available funds, for a period, and in an amount, comparable to the Interest Period and principal amount of the Eurocurrency Loan which shall be made by the Banks and outstanding during such Interest Period. "Fixed Charge Coverage Ratio" means, for any period, the ratio of (i) Consolidated EBITR for such period to (ii) the sum of (A) Consolidated Interest Expense for such period, (B) Consolidated Rental Expense for such period and (C) dividends on preferred stock of the Company and its Consolidated Subsidiaries for such period (other than any such dividends paid to the Company or its Consolidated Subsidiaries). "Fixed Rate" means, for any Eurocurrency Loan for any Interest Period therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Agent to be equal to the quotient of (i) the Fixed Base Rate for such Loan for such Interest Period, divided by (ii) one minus the Reserve Requirement for such Loan for such Interest Period. "Francs" and the sign "FF" means lawful money of France. "Funded Debt" means all Debt for money borrowed which by its terms matures more than one year from the date as of which such Funded Debt is incurred, and any Debt for money borrowed maturing within one year from such date which is renewable or extendable at the option of the obligor to a date beyond one year from such date (whether or not heretofore renewed or extended), including any such indebtedness renewable or extendable at the option of the obligor under, or payable from the proceeds of other indebtedness which may be incurred pursuant to, the provisions of any revolving credit agreement or other similar agreement.

"Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydro-carbons, or any substance having any constituent elements displaying any of the foregoing characteristics. "Interest Margin" means (a) if the Company's ratio of Debt to Cash Flow is equal to or greater than 2.25 to 1.00, a rate of 125 basis points over the Fixed Rate for Eurocurrency Loans; (b) if the Company's ratio of Debt to Cash Flow is less than 2.25 to 1.00 a rate of 100 basis points over the Fixed Rate for Eurocurrency Loans; and (c) if at any time on or after December 31, 1994, the Company's ratio of Debt to Cash Flow is less than 2.00 to 1.00, at a rate of 75 basis points over the Fixed Rate for Eurocurrency Loans. The above ratio will be tested at the end of the Company's fiscal year for the year then ended and will be in effect with respect to any Borrowing, conversion or renewal made subsequent to the receipt by the Agent of the certificate described in Section 6.01(e) hereof. "Interest Period" means, with respect to any Eurocurrency Loan, the period commencing on the date such Loan is made, converted from another type of Loan or renewed, as the case may be, and ending, as any Borrower

"Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydro-carbons, or any substance having any constituent elements displaying any of the foregoing characteristics. "Interest Margin" means (a) if the Company's ratio of Debt to Cash Flow is equal to or greater than 2.25 to 1.00, a rate of 125 basis points over the Fixed Rate for Eurocurrency Loans; (b) if the Company's ratio of Debt to Cash Flow is less than 2.25 to 1.00 a rate of 100 basis points over the Fixed Rate for Eurocurrency Loans; and (c) if at any time on or after December 31, 1994, the Company's ratio of Debt to Cash Flow is less than 2.00 to 1.00, at a rate of 75 basis points over the Fixed Rate for Eurocurrency Loans. The above ratio will be tested at the end of the Company's fiscal year for the year then ended and will be in effect with respect to any Borrowing, conversion or renewal made subsequent to the receipt by the Agent of the certificate described in Section 6.01(e) hereof. "Interest Period" means, with respect to any Eurocurrency Loan, the period commencing on the date such Loan is made, converted from another type of Loan or renewed, as the case may be, and ending, as any Borrower may select pursuant to Section 2.07, on the numerically corresponding day in the first, second, third, or sixth, or (as available from the Banks) fourth, fifth, seventh, eighth, ninth or twelfth calendar month thereafter, provided that each such Interest Period which commences on the last Banking Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Banking Day of the appropriate calendar month.

"Investments" means any investment in any Person, whether by means of share purchase, capital contribution, loan, time deposit or otherwise. "Lending Office" means, for each Bank and for each type of Loan, the lending office of such Bank (or of an affiliate of such Bank) designated as such for such type of Loan on its signature page hereof or such other office of such Bank (or of an affiliate of such Bank) as such Bank may from time to time specify to the Agent and the Company as the office by which its Loans of such type are to be made and maintained. "Lien" means with respect to any asset, any mortgage, deed of trust, lien (statutory or otherwise), pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset. "Lira" means lawful money of Italy. "Loan" or "Loans" means any loan made by a Bank pursuant to Section 2.01 or Section 2.02. "Material Debt" means Debt (other than the Notes) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $1,000,000. "Material Plan" means at any time a Plan or Plans having an aggregate amount of Unfunded Liabilities in excess of $500,000.

"Investments" means any investment in any Person, whether by means of share purchase, capital contribution, loan, time deposit or otherwise. "Lending Office" means, for each Bank and for each type of Loan, the lending office of such Bank (or of an affiliate of such Bank) designated as such for such type of Loan on its signature page hereof or such other office of such Bank (or of an affiliate of such Bank) as such Bank may from time to time specify to the Agent and the Company as the office by which its Loans of such type are to be made and maintained. "Lien" means with respect to any asset, any mortgage, deed of trust, lien (statutory or otherwise), pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset. "Lira" means lawful money of Italy. "Loan" or "Loans" means any loan made by a Bank pursuant to Section 2.01 or Section 2.02. "Material Debt" means Debt (other than the Notes) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $1,000,000. "Material Plan" means at any time a Plan or Plans having an aggregate amount of Unfunded Liabilities in excess of $500,000. "Morgan Credit Agreement" means the Credit Agreement, dated as of May 13, 1993, among the Company, the banks listed therein and Morgan Guaranty Trust Company of New York, as Agent, and unless otherwise provided herein, as amended from time to time. "Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 4001 (a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these

purposes any Person which ceased to be a member of the ERISA Group during such five year period. "Note" means a promissory note of the Borrower in the form of Exhibit A hereto evidencing the Loans made by a Bank hereunder. "PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA. "Permitted Long-Term Debt" means Debt (other than Debt permitted under Section 7.01(b)) of the Company or any of its Subsidiaries that (a) does not mature or have any required sinking fund or other required payments of principal (other than (i) principal and interest on a standard mortgage basis for mortgages with terms, at the time such mortgages are entered into, of greater than 15 years and (ii) the principal component of rental payments with respect to not more than $5,000,000 of Capitalized Leases, the terms of which are not, at the time such leases are entered into, less than five years), any mandatory redemptions or redemptions at the option of the holder thereof or any required increases in the rate of interest payable with respect thereto, in any such case prior to the six month anniversary of the Termination Date or (b) consists of conventional construction loans incurred to finance the construction of real property improvements of the Company and its Subsidiaries or (c) does not exceed $2,500,000 principal amount in the aggregate. "Permitted Short-Term Debt" means Debt (other than the Loans or loans and acceptances made under the Morgan Credit Agreement or Debt permitted under Section 7.01(h)) of the Company or any of its Subsidiaries having a maturity, at the time such Debt is incurred, of not more than one year from the date such Debt is

purposes any Person which ceased to be a member of the ERISA Group during such five year period. "Note" means a promissory note of the Borrower in the form of Exhibit A hereto evidencing the Loans made by a Bank hereunder. "PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA. "Permitted Long-Term Debt" means Debt (other than Debt permitted under Section 7.01(b)) of the Company or any of its Subsidiaries that (a) does not mature or have any required sinking fund or other required payments of principal (other than (i) principal and interest on a standard mortgage basis for mortgages with terms, at the time such mortgages are entered into, of greater than 15 years and (ii) the principal component of rental payments with respect to not more than $5,000,000 of Capitalized Leases, the terms of which are not, at the time such leases are entered into, less than five years), any mandatory redemptions or redemptions at the option of the holder thereof or any required increases in the rate of interest payable with respect thereto, in any such case prior to the six month anniversary of the Termination Date or (b) consists of conventional construction loans incurred to finance the construction of real property improvements of the Company and its Subsidiaries or (c) does not exceed $2,500,000 principal amount in the aggregate. "Permitted Short-Term Debt" means Debt (other than the Loans or loans and acceptances made under the Morgan Credit Agreement or Debt permitted under Section 7.01(h)) of the Company or any of its Subsidiaries having a maturity, at the time such Debt is incurred, of not more than one year from the date such Debt is incurred. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. "Plan" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for

employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group. "Prime Rate" means that rate of interest from time to time announced by the Agent at its principal office as its prime commercial lending rate. "Principal Office" means the principal office of the Agent, presently located at One Chase Manhattan Plaza, New York, New York 10081. "Prohibited Transaction" means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code. "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time. "Regulatory Change" means, with respect to any Bank, any change after the date of this Agreement in United States federal, state, municipal or foreign laws or regulations (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including such Bank of or under any United States federal, state, municipal or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group. "Prime Rate" means that rate of interest from time to time announced by the Agent at its principal office as its prime commercial lending rate. "Principal Office" means the principal office of the Agent, presently located at One Chase Manhattan Plaza, New York, New York 10081. "Prohibited Transaction" means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code. "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time. "Regulatory Change" means, with respect to any Bank, any change after the date of this Agreement in United States federal, state, municipal or foreign laws or regulations (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including such Bank of or under any United States federal, state, municipal or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof. "Reportable Event" means any of the events set forth in Section 4043(b) of ERISA as to which events the PBGC by regulation has not waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA shall be a Reportable Event regardless of any waivers given under Section 412 (d) of the Code. "Required Banks" means, at any time while no Loans are outstanding, Banks having at least 51% of the aggregate amount of the Commitments and, at any time while Loans are outstanding, Banks holding at least 51% of the aggregate principal amount of the Loans. "Reserve Requirement" means, for any Eurocurrency Loan for any Interest Period therefor, the average maximum rate at

which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding $1,000,000,000 against, in the case of Eurocurrency Loans, "Eurocurrency liabilities" (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against any category of extensions of credit or other assets which include Variable Rate Loans. "Restricted Payment" means (i) any dividend or other distribution on any shares of the Company's capital stock (except dividends payable solely in shares of its capital stock) or (ii) any payment (other than payments for the repurchase of shares of the Company's common stock from employees or former employees of the Company or any of its Subsidiaries pursuant to the 1987 Employee Stock Purchase Plan, the 1991 Employee Stock Purchase Plan or the 1987 Employee Stock Option Plan, in each case as in effect on the date hereof (or any successor plans with substantially similar provisions), in an aggregate amount not to exceed the proceeds received by the Company after the date hereof of sales of shares of the Company's common stock to employees of the Company and its Subsidiaries) on account of the purchase, redemption, retirement or acquisition of (a) any shares of the Company's capital stock or (b) any option, warrant or other right to acquire shares of the Company's capital

which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding $1,000,000,000 against, in the case of Eurocurrency Loans, "Eurocurrency liabilities" (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against any category of extensions of credit or other assets which include Variable Rate Loans. "Restricted Payment" means (i) any dividend or other distribution on any shares of the Company's capital stock (except dividends payable solely in shares of its capital stock) or (ii) any payment (other than payments for the repurchase of shares of the Company's common stock from employees or former employees of the Company or any of its Subsidiaries pursuant to the 1987 Employee Stock Purchase Plan, the 1991 Employee Stock Purchase Plan or the 1987 Employee Stock Option Plan, in each case as in effect on the date hereof (or any successor plans with substantially similar provisions), in an aggregate amount not to exceed the proceeds received by the Company after the date hereof of sales of shares of the Company's common stock to employees of the Company and its Subsidiaries) on account of the purchase, redemption, retirement or acquisition of (a) any shares of the Company's capital stock or (b) any option, warrant or other right to acquire shares of the Company's capital stock. "Revolving Credit Loans" means Loans made by the Banks pursuant to Section 2.01 hereof. "Spot Exchange Rate" means, on any day, (a) with respect to any Alternative Currency, the spot rate at which Dollars are offered on such day by the Agent in London for such Alternative Currency at approximately 11:00 a.m. (London time), and (b) with respect to Dollars in relation to any specified Alternative Currency, the spot rate at which such specified Alternative Currency is offered on such day by the Agent in London for Dollars at approximately 11:00 a.m. (London time). For purposes of determining the Spot Exchange Rate in connection with an Alternative Currency Borrowing, such Spot Exchange Rate shall be determined as of the Denomination Date for such Borrowing with respect to transactions in the applicable Alternative Currency that will settle on the date of such Borrowing. "Sterling" or "[pound symbol]" means lawful money of the United Kingdom.

"Subsidiary" means, as to any Person, any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person. "Swartz Family" means Sidney W. Swartz, his estate, his spouse, his lineal descendants, trusts established for his, her or their benefit, the Swartz Family Charitable Trust and The Sidney W. Swartz 1982 Family Trust. "Temporary Cash Investments" means any Investment in (i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, (ii) commercial paper rated at A-1 or higher by Standard & Poor's Corporation or P-1 or higher by Moody's Investors Service, Inc., (iii) time deposits with, including certificates of deposit issued by, (x) any office located in the United States of (A) any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $100,000,000 or (B) any Bank or (y) in the case of Investments made by a Subsidiary of the Company whose principal place of business is located outside the United States, any office located outside the United States of (A) any bank or trust company the long-term unsecured senior debt of which is rated AA or higher by Standard & Poor's Corporation or Aa or higher by Moody's Investors Service, Inc. or (B) any Bank, (iv) money market funds which invest only in securities described in clauses (i), (ii) and (iii)(x) above or (v) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above; provided in each case that such Investment matures within one year from the date of acquisition thereof by the Company or a Subsidiary. "Termination Date" means May 15, 1999; provided that if such date is not a Banking Day, the Termination Date shall be the next succeeding Banking Day (or, if such next succeeding Banking Day falls in the next calendar

"Subsidiary" means, as to any Person, any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person. "Swartz Family" means Sidney W. Swartz, his estate, his spouse, his lineal descendants, trusts established for his, her or their benefit, the Swartz Family Charitable Trust and The Sidney W. Swartz 1982 Family Trust. "Temporary Cash Investments" means any Investment in (i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, (ii) commercial paper rated at A-1 or higher by Standard & Poor's Corporation or P-1 or higher by Moody's Investors Service, Inc., (iii) time deposits with, including certificates of deposit issued by, (x) any office located in the United States of (A) any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $100,000,000 or (B) any Bank or (y) in the case of Investments made by a Subsidiary of the Company whose principal place of business is located outside the United States, any office located outside the United States of (A) any bank or trust company the long-term unsecured senior debt of which is rated AA or higher by Standard & Poor's Corporation or Aa or higher by Moody's Investors Service, Inc. or (B) any Bank, (iv) money market funds which invest only in securities described in clauses (i), (ii) and (iii)(x) above or (v) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above; provided in each case that such Investment matures within one year from the date of acquisition thereof by the Company or a Subsidiary. "Termination Date" means May 15, 1999; provided that if such date is not a Banking Day, the Termination Date shall be the next succeeding Banking Day (or, if such next succeeding Banking Day falls in the next calendar month, the next preceding Banking Day). "Term Loans" means the Revolving Credit Loans converted to term loans pursuant to Section 2.02 hereof. "Total Aggregate Exposure" means, at any time, the aggregate principal amount outstanding (a) under the Morgan Credit Agreement (including the face amount of any Acceptances (as defined therein) not yet paid or prepaid pursuant to the

terms thereof) or (b) under any extensions, renewals or refinancings of the obligations under the Morgan Credit Agreement. "Unfunded Liabilities" means with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), but only to the extent that such excess represents a potential liability of any member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. "Variable Rate" means, for any day, the higher of (a) the Federal Funds Rate for such day plus 1/4 of 1% or (b) the Prime Rate for such day. "Variable Rate Loan" means any Loan when and to the extent the interest rate for such Loan is determined in relation to the Variable Rate. "Wholly-Owned Consolidated Subsidiary" means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares and, in the case of The Outdoor Footwear Company, shares of non-voting common stock of The Outdoor Footwear Company issued to employees thereof under arrangements consistent with past practice) are at the time directly or indirectly owned by the Company. Section 1.02. Accounting Terms. Unless otherwise specified herein, all accounting terms used herein shall be

terms thereof) or (b) under any extensions, renewals or refinancings of the obligations under the Morgan Credit Agreement. "Unfunded Liabilities" means with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), but only to the extent that such excess represents a potential liability of any member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. "Variable Rate" means, for any day, the higher of (a) the Federal Funds Rate for such day plus 1/4 of 1% or (b) the Prime Rate for such day. "Variable Rate Loan" means any Loan when and to the extent the interest rate for such Loan is determined in relation to the Variable Rate. "Wholly-Owned Consolidated Subsidiary" means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares and, in the case of The Outdoor Footwear Company, shares of non-voting common stock of The Outdoor Footwear Company issued to employees thereof under arrangements consistent with past practice) are at the time directly or indirectly owned by the Company. Section 1.02. Accounting Terms. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Company's independent public accountants) with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Company notifies the Agent that the Company wishes to amend any covenant in Article 8 to eliminate the effect of any change in

generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Company that the Required Banks wish to amend Article 8 for such purpose), then the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Banks. ARTICLE 2. THE CREDIT. Section 2.01. The Revolving Credit Loans. (a) Subject to the terms and conditions of this Agreement, each of the Banks severally and not jointly agrees to make loans to the Company and its Eligible Subsidiaries (as specified in the Borrowing Request with respect thereto) from time to time from and including the date hereof to and including the Conversion Date, in an aggregate principal amount up to but not exceeding at any one time outstanding, the amount of its Commitment. The Borrowers shall be permitted to make only six Borrowing Requests during any calendar year and each Borrowing under this Section shall be made by the Banks ratably in accordance with their Commitments. A conversion under Section 2.06 or a renewal under Section 2.07 shall not constitute a Borrowing Request and Loans of multiple types requested on the same day shall not constitute separate Borrowing Requests. The Revolving Credit Loans may be outstanding as Variable Rate Loans or Eurocurrency Loans (each a "type" of Loan). Eurocurrency Loans may be denominated in Dollars or in one or more Alternative Currencies and all Variable Rate Loans shall be denominated only in Dollars. Subject to the terms hereof, the Borrowers may borrow, pay or prepay and reborrow Revolving Credit Loans hereunder prior to the Conversion Date. Each type of Loan of each Bank shall be made and maintained at such Bank's Lending Office for such type of Loans. (b) Notwithstanding anything herein to the contrary, on the Closing Date, subject to the terms and conditions of this Agreement, the Borrower shall make an initial Borrowing as set forth in Borrowing Request delivered on such

generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Company that the Required Banks wish to amend Article 8 for such purpose), then the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Banks. ARTICLE 2. THE CREDIT. Section 2.01. The Revolving Credit Loans. (a) Subject to the terms and conditions of this Agreement, each of the Banks severally and not jointly agrees to make loans to the Company and its Eligible Subsidiaries (as specified in the Borrowing Request with respect thereto) from time to time from and including the date hereof to and including the Conversion Date, in an aggregate principal amount up to but not exceeding at any one time outstanding, the amount of its Commitment. The Borrowers shall be permitted to make only six Borrowing Requests during any calendar year and each Borrowing under this Section shall be made by the Banks ratably in accordance with their Commitments. A conversion under Section 2.06 or a renewal under Section 2.07 shall not constitute a Borrowing Request and Loans of multiple types requested on the same day shall not constitute separate Borrowing Requests. The Revolving Credit Loans may be outstanding as Variable Rate Loans or Eurocurrency Loans (each a "type" of Loan). Eurocurrency Loans may be denominated in Dollars or in one or more Alternative Currencies and all Variable Rate Loans shall be denominated only in Dollars. Subject to the terms hereof, the Borrowers may borrow, pay or prepay and reborrow Revolving Credit Loans hereunder prior to the Conversion Date. Each type of Loan of each Bank shall be made and maintained at such Bank's Lending Office for such type of Loans. (b) Notwithstanding anything herein to the contrary, on the Closing Date, subject to the terms and conditions of this Agreement, the Borrower shall make an initial Borrowing as set forth in Borrowing Request delivered on such date, which shall be for an interest period ending January 3, 1994 and shall bear interest at a rate of 4.75% per annum. (c) Any Revolving Credit Loans may be made in the Alternative Currency specified in the applicable Borrowing Request given pursuant to Section 2.05 in an amount equal to the Alternative Currency Equivalent of the Dollar amount specified in such Borrowing Request, as determined by the Agent as of the Denomination Date for such Borrowing (which determination shall be conclusive absent manifest error). For purposes of determining the amount outstanding under any Bank's Commitment, each Alternative Currency Loan shall be the Dollar Equivalent for such Loan as of the Denomination Date.

Section 2.02. The Term Loans. (a) On the Conversion Date the Revolving Credit Loans shall be converted to Term Loans in an aggregate principal amount equal to the aggregate principal amount of the Revolving Credit Loans outstanding on such date. The Term Loans may be outstanding as Variable Rate Loans or Eurocurrency Loans. After the Conversion Date all Term Loans shall remain denominated in the currency in which they were denominated on the Conversion Date until the Termination Date. (b) The Term Loans shall be due and payable on the Termination Date. Section 2.03. The Notes. The Loans of each Bank shall be evidenced by promissory notes in favor of such Bank in the form of Exhibit A, dated the date of this Agreement, duly completed and executed by the applicable Borrower. Each Bank shall, and is hereby authorized by the Borrowers to, endorse on the schedule attached to each Note held by such Bank, or otherwise record in such Bank's internal records, an appropriate notation evidencing the date, amount and currency of each Loan evidenced by such Note, and each payment or prepayment of principal; provided that the failure of any Bank to make such notation or any error therein shall not affect the obligations of the applicable Borrower to repay the Loans made by such Bank. Section 2.04. Purpose. The Borrowers shall use the proceeds of the Loans for working capital, future capital expenditures and for general corporate purposes of the Borrowers. Such proceeds shall not be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying "margin stock" within the meaning of Regulation U.

Section 2.02. The Term Loans. (a) On the Conversion Date the Revolving Credit Loans shall be converted to Term Loans in an aggregate principal amount equal to the aggregate principal amount of the Revolving Credit Loans outstanding on such date. The Term Loans may be outstanding as Variable Rate Loans or Eurocurrency Loans. After the Conversion Date all Term Loans shall remain denominated in the currency in which they were denominated on the Conversion Date until the Termination Date. (b) The Term Loans shall be due and payable on the Termination Date. Section 2.03. The Notes. The Loans of each Bank shall be evidenced by promissory notes in favor of such Bank in the form of Exhibit A, dated the date of this Agreement, duly completed and executed by the applicable Borrower. Each Bank shall, and is hereby authorized by the Borrowers to, endorse on the schedule attached to each Note held by such Bank, or otherwise record in such Bank's internal records, an appropriate notation evidencing the date, amount and currency of each Loan evidenced by such Note, and each payment or prepayment of principal; provided that the failure of any Bank to make such notation or any error therein shall not affect the obligations of the applicable Borrower to repay the Loans made by such Bank. Section 2.04. Purpose. The Borrowers shall use the proceeds of the Loans for working capital, future capital expenditures and for general corporate purposes of the Borrowers. Such proceeds shall not be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying "margin stock" within the meaning of Regulation U. Section 2.05. Borrowing Procedures. The applicable Borrowers shall give the Agent notice (a "Borrowing Request") of each Borrowing to be made under Section 2.01 as provided in Section 2.09; provided that not more than six Borrowing Requests shall be given to the Agent during any calendar year. Not later than 2:00 p.m. New York City time on the date of such Borrowing, each Bank shall, through its Lending Office and subject to the conditions of this Agreement, make the amount of the Loan to be made by it on such day in the currency in which such Loan is to be made available to the Agent, at the Principal Office and in immediately available funds for the account of the applicable Borrowers. The amount so received by the Agent shall, subject to the conditions of this Agreement, be made available to the Borrowers, in immediately available funds, by the Agent crediting an account of the Borrowers designated by the Borrowers and maintained with the Agent at the Principal Office.

Section 2.06. Prepayments and Conversions. (a) Subject to the terms of this Agreement the Borrowers shall have the right to make prepayments of principal, or to convert one type of Loan into another type of Loan, at any time or from time to time; provided that: (i) the applicable Borrower shall give the Agent notice of each such prepayment or conversion as provided in Section 2.09; and (ii) Eurocurrency Loans may be prepaid or converted only on the last day of an Interest Period for such Loans. (b) If at any time the amount of the Revolving Credit Loans outstanding hereunder exceeds the Commitments, the Borrowers shall immediately repay the Loans in an amount equal to such excess. For the purposes of this clause (b) the amount outstanding under any Alternative Currency Loan at any time shall be the Dollar Equivalent thereof as of the Denomination Date. (c) The Term Loans shall be prepaid in twelve equal payments in a principal amount equal to 1/12 of the amount outstanding on the Conversion Date, on the last day of each February, May, August and November, commencing on the first such date after the Conversion Date, with the last such payment to be made on the Termination Date. Section 2.07. Interest Periods: Renewals. (a) In the case of each Eurocurrency Loan, the applicable Borrower shall select an Interest Period of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (i) no Interest Period may extend beyond the Termination Date; (ii) notwithstanding clause (i) above, no Interest Period shall have a duration less than one month, and if any such proposed Interest Period would otherwise be for a shorter period, such Interest Period shall not be available; (iii) if an Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next Banking Day, unless such Banking

Section 2.06. Prepayments and Conversions. (a) Subject to the terms of this Agreement the Borrowers shall have the right to make prepayments of principal, or to convert one type of Loan into another type of Loan, at any time or from time to time; provided that: (i) the applicable Borrower shall give the Agent notice of each such prepayment or conversion as provided in Section 2.09; and (ii) Eurocurrency Loans may be prepaid or converted only on the last day of an Interest Period for such Loans. (b) If at any time the amount of the Revolving Credit Loans outstanding hereunder exceeds the Commitments, the Borrowers shall immediately repay the Loans in an amount equal to such excess. For the purposes of this clause (b) the amount outstanding under any Alternative Currency Loan at any time shall be the Dollar Equivalent thereof as of the Denomination Date. (c) The Term Loans shall be prepaid in twelve equal payments in a principal amount equal to 1/12 of the amount outstanding on the Conversion Date, on the last day of each February, May, August and November, commencing on the first such date after the Conversion Date, with the last such payment to be made on the Termination Date. Section 2.07. Interest Periods: Renewals. (a) In the case of each Eurocurrency Loan, the applicable Borrower shall select an Interest Period of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (i) no Interest Period may extend beyond the Termination Date; (ii) notwithstanding clause (i) above, no Interest Period shall have a duration less than one month, and if any such proposed Interest Period would otherwise be for a shorter period, such Interest Period shall not be available; (iii) if an Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next Banking Day, unless such Banking Day would fall in the next calendar month in which event such Interest Period shall end on the immediately preceding Banking Day; and (iv) only seven Interest Periods of each Bank may be outstanding at any one time. (b) Upon notice to the Agent as provided in Section 2.09, a Borrower may renew any Eurocurrency Loan on the last day of the Interest Period therefor as the same type of Loan with an Interest Period of the same or different duration in accordance with the limitations provided above. If the Borrower shall fail to give notice to the Agent of such a renewal, (a) in the case of a Eurocurrency Loan denominated in Dollars such Eurocurrency Loan shall automatically become a Variable Rate Loan on the last day of the current Interest Period and (b) in the case of a Eurocurrency Loan denominated in an Alternative Currency, such

Eurocurrency Loan shall automatically become a Eurocurrency Loan denominated in the same Alternative Currency having an Interest Period of one month. Section 2.08. Changes of Commitments. The Company shall have the right to reduce or terminate the amount of unused Commitments at any time or from time to time, provided that: (a) the Company shall give notice of each such reduction or termination to the Agent as provided in Section 2.09; and (b) each partial reduction shall be in an aggregate amount at least equal to $5,000,000. The Commitments once reduced or terminated may not be reinstated. Section 2.09. Certain Notices. Borrowing Requests issued by a Borrower to the Agent with respect to each Borrowing pursuant to Section 2.05, and each notice of prepayment or conversion pursuant to Section 2.06, and each notice of renewal pursuant to Section 2.07(b), and each notice of reduction or termination of the Commitments pursuant to Section 2.08 shall be irrevocable and shall be effective only if received by the Agent not later than 11:00 a.m. New York City time, and (a) in the case of Borrowings and prepayments of, conversions into and, in the case of Eurocurrency Loans, renewals of (i) Variable Rate Loans, given on the day of such Borrowing; or (ii) Eurocurrency Loans, given three Banking Days prior thereto; (b) in the case of reductions or termination of the Commitments, given three Banking Days prior thereto. Each such notice shall specify the Borrower or Borrowers, the Loans to be borrowed, prepaid, converted or renewed and the currency and the amount (subject to Section 2.10) and type of the Loans to be borrowed, or converted, or prepaid or renewed (and, in the case of a conversion, the type of Loans to result from such conversion and, in the case of a Eurocurrency Loan, the Interest Period therefor) and the date of the Borrowing or prepayment, or conversion or renewal (which shall be a Banking Day). Each such notice of reduction or termination shall specify the amount of

Eurocurrency Loan shall automatically become a Eurocurrency Loan denominated in the same Alternative Currency having an Interest Period of one month. Section 2.08. Changes of Commitments. The Company shall have the right to reduce or terminate the amount of unused Commitments at any time or from time to time, provided that: (a) the Company shall give notice of each such reduction or termination to the Agent as provided in Section 2.09; and (b) each partial reduction shall be in an aggregate amount at least equal to $5,000,000. The Commitments once reduced or terminated may not be reinstated. Section 2.09. Certain Notices. Borrowing Requests issued by a Borrower to the Agent with respect to each Borrowing pursuant to Section 2.05, and each notice of prepayment or conversion pursuant to Section 2.06, and each notice of renewal pursuant to Section 2.07(b), and each notice of reduction or termination of the Commitments pursuant to Section 2.08 shall be irrevocable and shall be effective only if received by the Agent not later than 11:00 a.m. New York City time, and (a) in the case of Borrowings and prepayments of, conversions into and, in the case of Eurocurrency Loans, renewals of (i) Variable Rate Loans, given on the day of such Borrowing; or (ii) Eurocurrency Loans, given three Banking Days prior thereto; (b) in the case of reductions or termination of the Commitments, given three Banking Days prior thereto. Each such notice shall specify the Borrower or Borrowers, the Loans to be borrowed, prepaid, converted or renewed and the currency and the amount (subject to Section 2.10) and type of the Loans to be borrowed, or converted, or prepaid or renewed (and, in the case of a conversion, the type of Loans to result from such conversion and, in the case of a Eurocurrency Loan, the Interest Period therefor) and the date of the Borrowing or prepayment, or conversion or renewal (which shall be a Banking Day). Each such notice of reduction or termination shall specify the amount of the Commitments to be reduced or terminated. The Agent shall promptly notify the Banks of the contents of each such notice. Section 2.10. Minimum Amounts. Except for Borrowings which exhaust the full remaining amount of the Commitments, prepayments or conversions which result in the prepayment or conversion of all Loans of a particular type or conversions made pursuant to Section 3.04, each Borrowing, prepayment, conversion and renewal of principal of Revolving Credit Loans of a particular type shall be, (a) in the case of a Variable Rate Loan in an amount at least equal to $100,000 in the aggregate for all Banks, (b) in the case of Eurocurrency Loans denominated in Dollars in an amount equal to $3,000,000 or any larger integral multiple of $100,000 and (c) in the case of Eurocurrency Loans denominated in an Alternative

Currency in an amount equal to the Dollar Equivalent of $3,000,000 or any larger integral multiple of $100,000. (Borrowings, prepayments, conversions or renewals of or into Loans of different types or, in the case of Eurocurrency Loans, having different Interest Periods at the same time hereunder shall be deemed separate Borrowings, prepayments, conversions and renewals for the purposes of the foregoing minimum amounts, one for each type of Interest Period). Section 2.11. Interest. (a) Interest shall accrue on the outstanding and unpaid principal amount of each Loan for the period from and including the date of such Loan to but excluding the date such Loan is due, at the following rates per annum: (i) for a Variable Rate Loan, at a variable rate per annum equal to the Variable Rate; and (ii) for a Eurocurrency Loan, at a fixed rate equal to the Fixed Rate plus the applicable Interest Margin. If any principal amount shall not be paid when due (at stated maturity, by acceleration or otherwise), interest shall accrue on such amount from and including such due date to but excluding the date such amount is paid in full at the Default Rate. (b) The interest rate on each Variable Rate Loan shall change when the Variable Rate changes. Interest on the Loans shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. Promptly after the determination of any interest rate provided for herein or any change therein, the Agent shall notify the applicable Borrowers and the Banks. (c) Accrued interest shall be due and payable in arrears upon any payment of principal or conversion and (i) for each Variable Rate Loan, on the last day of each quarter, commencing the first such date after such Loan; and (ii) for each Eurocurrency Loan, on the last day of the Interest Period with respect thereto and in the case of Eurocurrency Loans having an Interest Period longer than three months, at the end of each three month period;

Currency in an amount equal to the Dollar Equivalent of $3,000,000 or any larger integral multiple of $100,000. (Borrowings, prepayments, conversions or renewals of or into Loans of different types or, in the case of Eurocurrency Loans, having different Interest Periods at the same time hereunder shall be deemed separate Borrowings, prepayments, conversions and renewals for the purposes of the foregoing minimum amounts, one for each type of Interest Period). Section 2.11. Interest. (a) Interest shall accrue on the outstanding and unpaid principal amount of each Loan for the period from and including the date of such Loan to but excluding the date such Loan is due, at the following rates per annum: (i) for a Variable Rate Loan, at a variable rate per annum equal to the Variable Rate; and (ii) for a Eurocurrency Loan, at a fixed rate equal to the Fixed Rate plus the applicable Interest Margin. If any principal amount shall not be paid when due (at stated maturity, by acceleration or otherwise), interest shall accrue on such amount from and including such due date to but excluding the date such amount is paid in full at the Default Rate. (b) The interest rate on each Variable Rate Loan shall change when the Variable Rate changes. Interest on the Loans shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. Promptly after the determination of any interest rate provided for herein or any change therein, the Agent shall notify the applicable Borrowers and the Banks. (c) Accrued interest shall be due and payable in arrears upon any payment of principal or conversion and (i) for each Variable Rate Loan, on the last day of each quarter, commencing the first such date after such Loan; and (ii) for each Eurocurrency Loan, on the last day of the Interest Period with respect thereto and in the case of Eurocurrency Loans having an Interest Period longer than three months, at the end of each three month period; provided that interest accruing at the Default Rate shall be due and payable from time to time on demand of the Agent. Section 2.12. Fees. (a) The Company shall pay to the Agent for the account of each Bank a commitment fee on the daily average unused Commitment of such Bank for the period from and including November 23, 1993 to the earlier of the date the Commitments are terminated or the Conversion Date at a rate per annum equal to 3/8%, calculated on the basis of a year of 360 days for the actual number of days elapsed. The accrued commitment fee shall be due and payable in arrears upon any reduction or termination of the Commitments, on the last day of

each March, June, September and December, commencing on the first such date after the Closing Date, and on the Conversion Date. (b) The Company shall pay to the Agent as compensation for its services hereunder an agency fee as set forth in that certain letter dated September 23, 1993 between the Agent and the Company. Section 2.13. Payments Generally. All payments under this Agreement or the Notes shall be made in immediately available funds. In the case of Loans denominated in Dollars payment shall be made in Dollars not later than 1:00 p.m. New York City time on the relevant dates specified above at the Principal Office for the account of the applicable Lending Office of each Bank. In the case of Loans denominated in an Alternative Currency payment shall be made in such Alternative Currency on the relevant payment date not later than 1:00 p.m. at the Lending Office designated by the Agent for the account of the applicable Lending Office of each Bank. Each such payment made after such time on such due date is to be deemed to have been made on the next succeeding Banking Day. The Agent, or any Bank for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Bank, as the case may be, and any Bank so doing shall promptly notify the Agent and the Company. A Borrower shall, at the time of making each payment under this Agreement or any Notes, specify to the Agent the principal or other amount payable by such Borrower under this Agreement or the Notes to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may apply such payment as it may elect in its sole discretion (subject to Section 10.16)). If the due date of any payment under this Agreement or any Notes would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or under any Note for the account of a Bank shall be paid promptly to such Bank, in immediately available funds, for the account of such Bank's Lending Office.

each March, June, September and December, commencing on the first such date after the Closing Date, and on the Conversion Date. (b) The Company shall pay to the Agent as compensation for its services hereunder an agency fee as set forth in that certain letter dated September 23, 1993 between the Agent and the Company. Section 2.13. Payments Generally. All payments under this Agreement or the Notes shall be made in immediately available funds. In the case of Loans denominated in Dollars payment shall be made in Dollars not later than 1:00 p.m. New York City time on the relevant dates specified above at the Principal Office for the account of the applicable Lending Office of each Bank. In the case of Loans denominated in an Alternative Currency payment shall be made in such Alternative Currency on the relevant payment date not later than 1:00 p.m. at the Lending Office designated by the Agent for the account of the applicable Lending Office of each Bank. Each such payment made after such time on such due date is to be deemed to have been made on the next succeeding Banking Day. The Agent, or any Bank for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Bank, as the case may be, and any Bank so doing shall promptly notify the Agent and the Company. A Borrower shall, at the time of making each payment under this Agreement or any Notes, specify to the Agent the principal or other amount payable by such Borrower under this Agreement or the Notes to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may apply such payment as it may elect in its sole discretion (subject to Section 10.16)). If the due date of any payment under this Agreement or any Notes would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or under any Note for the account of a Bank shall be paid promptly to such Bank, in immediately available funds, for the account of such Bank's Lending Office. ARTICLE 3. YIELD PROTECTION; ILLEGALITY; ETC. Section 3.01. Additional Costs. (a) Each Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or maintaining any Eurocurrency Loans under this Agreement or its Notes or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its

Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any Additional Costs due hereunder. If any Bank requests compensation from the Company under this Section 3.01(a), or under Section 3.01(c), the Company may, by notice to such Bank (with a copy to the Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.04. (b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurocurrency Loans or (ii) becomes

Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any Additional Costs due hereunder. If any Bank requests compensation from the Company under this Section 3.01(a), or under Section 3.01(c), the Company may, by notice to such Bank (with a copy to the Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.04. (b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.04).

(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), each Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court of governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Company if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any amounts due hereunder. (d) Determinations and allocations by a Bank for purposes of this Section 3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Bank under this Section 3.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. Section 3.02. Limitation of Types of Loans. Anything herein to the contrary notwithstanding, if: (a) the Agent determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of "Fixed Base Rate" in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for any type of Eurocurrency Loans as provided in this Agreement; or (b) the Required Banks determine (which determination shall be conclusive) and notify the Agent that the relevant rates of interest referred to in the definition of "Fixed Base Rate" in Section 1.01 upon the basis of which the rate of interest for any type of Eurocurrency Loans is to be determined do not adequately cover the cost to the Banks of making or maintaining such Loans;

(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), each Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court of governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Company if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any amounts due hereunder. (d) Determinations and allocations by a Bank for purposes of this Section 3.01 of