Dated as of November 9, 2001
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders") parties to the Credit Agreement referred to
below and to Citicorp USA, Inc., as agent (the "Agent") for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of August 28, 1997 (as amended, supplemented or otherwise
modified through the date hereof, the "Credit Agreement") among the undersigned and you. Capitalized terms not
otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.
We have requested you to amend the Credit Agreement to delete
Section 5.01(i) thereof and you have indicated your willingness to so amend the Credit Agreement. Accordingly,
it is hereby agreed by you and us that Section 5.01(i) of the Credit Agreement is, effective as of the date of this
Letter Amendment, hereby amended so that Section 5.01(i) is deleted in full.
This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent
shall have received counterparts of this Letter Amendment executed by the undersigned and the Majority
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter
Amendment. This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference
in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.
The Credit Agreement and the Notes, as specifically amended by this Letter Amendment, are and shall continue
to be in full force and effect and are hereby in all respects