own Life Carla A. Hills, Chairman and Chief Executive Officer, Hills & Company; former U.S. Trade Representative Richard Holbrooke, Vice Chairman, Credit Suisse First Boston Corporation; former U.S. Ambassador to Germany; former U.S. Assistant Secretary of State for European and Canadian Affairs; former Assistant Secre

on and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. WITNESSETH WHEREAS, pursuant to that certain contract (the "Contrac