<PAGE>

                                                                    EXHIBIT 10.3
                                                                  CONFORMED COPY

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

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                                      AMONG

                           CCPC HOLDING COMPANY, INC.

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO

                            THE CHASE MANHATTAN BANK,
                             AS ADMINISTRATIVE AGENT

                                 CITIBANK, N.A.
                              AS SYNDICATION AGENT

                                       AND

                             BANKERS TRUST COMPANY,
                             AS DOCUMENTATION AGENT

                          DATED AS OF NOVEMBER 15, 1999

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

                             CHASE SECURITIES INC.,
                                   AS ARRANGER


<PAGE>



                                Table of Contents

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                           <C>
SECTION 1.    Definitions......................................................1

SECTION 2.    Amount and Terms of Credit......................................30
2.1           Commitments.....................................................30
2.2           Minimum Amount of Each Borrowing; Maximum Number of
                Borrowings....................................................32
2.3           Notice of Borrowing.............................................32
2.4           Disbursement of Funds...........................................33
2.5           Repayment of Loans; Evidence of Debt............................34
2.6           Conversions and Continuations...................................35
2.7           Pro Rata Borrowings.............................................36
2.8           Interest........................................................36
2.9           Interest Periods................................................37
2.10          Increased Costs, Illegality, etc. ..............................38
2.11          Compensation....................................................39
2.12          Change of Lending Office........................................40
2.13          Notice of Certain Costs.........................................40

SECTION 3.    Letters of Credit...............................................40
3.1           Letters of Credit...............................................40
3.2           Letter of Credit Requests.......................................41
3.3           Letter of Credit Participations ................................41
3.4           Agreement to Repay Letter of Credit Drawings ...................43
3.5           Increased Costs ................................................44
3.6           Successor Letter of Credit Issuer ..............................44

SECTION 4.    Fees; Commitments ..............................................45
4.1           Fees ...........................................................45
4.2           Voluntary Reduction of Revolving Credit Commitments ............46
4.3           Mandatory Termination of Commitments ...........................46

SECTION 5.    Payments .......................................................46
5.1           Voluntary Prepayments ..........................................46
5.2           Mandatory Prepayments ..........................................47
5.3           Method and Place of Payment ....................................49
5.4           Net Payments ...................................................50
5.5           Computations of Interest and Fees ..............................52

SECTION 6.    Conditions Precedent to Amendment and Restatement ..............52
6.1           Credit Documents ...............................................52
6.2           Closing Certificate ............................................52
6.3           Corporate Proceedings of Each Credit Party .....................52
6.4           Corporate Documents ............................................52
6.5           No Material Adverse Change .....................................53
6.6           Fees ...........................................................53
6.7           Acquisitions and the Equity Contribution .......................53

<PAGE>

                                                                              ii

6.8           Closing Date Balance Sheet .....................................53
6.9           Solvency Certificate ...........................................53
6.10          Required Approvals .............................................53
6.11          Legal Opinions .................................................53
6.12          Audited Financial Statements ...................................53
6.13          No Default .....................................................53

SECTION 7.    Conditions Precedent to All Credit Events ......................54
7.1           No Default; Representations and Warranties .....................54
7.2           Notice of Borrowing; Letter of Credit Request ..................54

SECTION 8.    Representations, Warranties and Agreements .....................54
8.1           Corporate Status ...............................................54
8.2           Corporate Power and Authority ..................................54
8.3           No Violation ...................................................55
8.4           Litigation .....................................................55
8.5           Margin Regulations .............................................55
8.6           Governmental Approvals .........................................55
8.7           Investment Company Act .........................................55
8.8           True and Complete Disclosure ...................................55
8.9           Financial Condition; Financial Statements ......................56
8.10          Tax Returns and Payments .......................................56
8.11          Compliance with ERISA ..........................................56
8.12          Subsidiaries ...................................................57
8.13          Patents, etc. ..................................................57
8.14          Environmental Laws .............................................57
8.15          Properties .....................................................57
8.16          No Default .....................................................57
8.17          Ownership of Assets ............................................57
8.18          Year 2000.......................................................57

SECTION 9.    Affirmative Covenants ..........................................58
9.1           Information Covenants ..........................................58
9.2           Books, Records and Inspections .................................60
9.3           Maintenance of Insurance .......................................60
9.4           Payment of Taxes ...............................................60
9.5           Consolidated Corporate Franchises ..............................60
9.6           Compliance with Statutes, Obligations, etc. ....................61
9.7           ERISA ..........................................................61
9.8           Good Repair ....................................................61
9.9           Transactions with Affiliates ...................................61
9.10          End of Fiscal Years; Fiscal Quarters ...........................62
9.11          Additional Guarantors ..........................................62
9.12          Pledges of Additional Stock and Evidence of Indebtedness .......62
9.13          Use of Proceeds ................................................62
9.14          Changes in Business ............................................63
9.15          Ownership of Assets ............................................63

SECTION 10.   Negative Covenants .............................................63
10.1          Limitation on Indebtedness .....................................63

<PAGE>

                                                                             iii

10.2          Limitation on Liens ............................................65
10.3          Limitation on Fundamental Changes ..............................66
10.4          Limitation on Sale of Assets ...................................67
10.5          Limitation on Investments ......................................68
10.6          Limitation on Dividends ........................................70
10.7          Limitations on Debt Payments and Amendments ....................70
10.8          Limitations on Sale Leasebacks .................................71
10.9          Consolidated Lease Expense .....................................71
10.10         Consolidated Total Debt to Consolidated EBITDA Ratio ...........71
10.11         Consolidated EBITDA to Consolidated Interest Expense Ratio......72
10.12         Capital Expenditures ...........................................72

SECTION 11.   Events of Default...............................................73
11.1          Payments .......................................................73
11.2          Representations, etc. ..........................................73
11.3          Covenants.......................................................73
11.4          Default Under Other Agreements .................................73
11.5          Bankruptcy, etc. ...............................................73
11.6          ERISA ..........................................................74
11.7          Guarantee.......................................................74
11.8          Pledge Agreement ...............................................74
11.9          Judgments.......................................................74
11.10         Change of Control ..............................................75

SECTION 12.   The Administrative Agent .......................................75
12.1          Appointment ....................................................75
12.2          Delegation of Duties ...........................................75
12.3          Exculpatory Provisions .........................................75
12.4          Reliance by Administrative Agent ...............................76
12.5          Notice of Default ..............................................76
12.6          Non-Reliance on Administrative Agent and Other Lenders .........76
12.7          Indemnification ................................................77
12.8          Administrative Agent in Its Individual Capacity ................77
12.9          Successor Agent ................................................77

SECTION 13.   Miscellaneous ..................................................78
13.1          Amendments and Waivers .........................................78
13.2          Notices.........................................................79
13.3          No Waiver; Cumulative Remedies .................................80
13.4          Survival of Representations and Warranties .....................80
13.5          Payment of Expenses and Taxes ..................................80
13.6          Successors and Assigns; Participations and Assignments .........81
13.7          Replacements of Lenders under Certain Circumstances ............83
13.8          Adjustments; Set-off ...........................................83
13.9          Counterparts ...................................................84
13.10         Severability ...................................................84
13.11         Integration ....................................................84
13.12         GOVERNING LAW ..................................................84
13.13         Submission to Jurisdiction; Waivers ............................84
13.14         Acknowledgments ................................................85

<PAGE>

                                                                              iv

13.15         WAIVERS OF JURY TRIAL...........................................85
13.16         Confidentiality.................................................85
13.17         Original Credit Agreement; Effectiveness of the Amendment
                and Restatement...............................................85
</TABLE>



<PAGE>

          CREDIT AGREEMENT dated as of April 9,1998, as amended and restated as
of November 15, 1999, among CCPC HOLDING COMPANY, INC. (formerly known as
Corning Consumer Products Company), a Delaware corporation (the "BORROWER"), the
lending institutions from time to time parties hereto (each a "LENDER" and,
collectively, the "LENDERS"), THE CHASE MANHATTAN BANK, as Administrative Agent
(such term and each other capitalized term used but not defined in this
introductory statement having the meaning provided in Section 1), CITIBANK,
N.A., as Syndication Agent, and BANKERS TRUST COMPANY, as Documentation Agent.

          The Borrower, certain Lenders, the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Issuing Bank are parties to a
Credit Agreement dated as of April 9, 1998, as amended and in effect prior to
the Restatement Date (the "Original Credit Agreement").

          The Borrower has requested that the Original Credit Agreement be
amended and restated by this Agreement in order to (a) provide for certain
Lenders to make Tranche C Term Loans in an amount not in excess of $125,000,000,
the proceeds of which will be used, together with the proceeds from the Equity
Contribution and proceeds of Revolving Credit Loans, (i) to pay a portion of the
costs incurred to acquire (the "First Acquisition"), for a transaction value of
approximately $254,000,000 (the "First Purchase Price"), all the capital stock
of Ekco Group Inc., a Delaware corporation (the "First Target"), pursuant to an
agreement dated as of October 25, 1999 (the "First Acquisition Agreement"),
between the Borrower and CCPC Acquisition Corp. ("Parent"), (ii) to pay a
portion of the costs incurred to acquire (the "Second Acquisition" and, together
with the First Acquisition, the "Acquisitions"), for a transaction value of
approximately $159,000,000 (the "Second Purchase Price"), all the capital stock
of General Housewares Corp., a Delaware corporation (the "Second Target"),
pursuant to an Agreement and Plan of Merger dated as of August 2, 1999, as
amended (the "Second Acquisition Agreement"), among Parent, GHC Acquisition
Corp., a wholly-owned Subsidiary of the Borrower and the Second Target and (iii)
to pay certain fees and expenses incurred in connection with the Acquisitions
and the financing origination costs incurred in connection with the Tranche C
Term Loans and this Agreement, (b) permit the Borrower to prepay outstanding
Revolving Credit Loans to the extent borrowings under the Revolving Credit
Facility were used to pay either the First Purchase Price or the Second Purchase
Price, and the fees and expenses incurred in connection therewith prior to the
Restatement Date, (c) provide for the continuation of the outstanding loans and
commitments under the Original Credit Agreement and (d) provide for the other
changes described herein. Proceeds of Revolving Credit Loans (other than as
described in clauses (a) and (b) above) and Swingline Loans have been and shall
continue to be used by the Borrower for general corporate purposes (including
Permitted Acquisitions) and Letters of Credit have been and shall continue to be
used by the Borrower for general corporate purposes.

          The parties hereto hereby agree as follows:

          SECTION 1. DEFINITIONS. As used herein, the following terms shall have
the meanings specified in this Section 1 unless the context otherwise requires
(it being understood that defined terms in this Agreement shall include in the
singular number the plural and in the plural the singular):

          "ABR" shall mean, for any day, a rate per annum (rounded upwards, if
     necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime
     Rate in effect on such day, (b) the Base CD Rate in effect on such day
     plus 1 % and (c) the Federal Funds Effective Rate in effect on such day
     plus 1/2 of 1%. Any change in the ABR due to a change in the Prime Rate,
     the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall
     be effective as of the opening of business on the effective day of such
     change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
     Funds Effective Rate, respectively.


<PAGE>

                                                                               2

          "ABR LOAN" shall mean each Loan bearing interest at the rate provided
     in Section 2.8(a) and, in any event, shall include all Swingline Loans.

          "ABR REVOLVING CREDIT LOAN" shall mean any Revolving Credit Loan
     bearing interest at a rate determined by reference to the ABR.

          "ACQUIRED EBITDA" shall mean, with respect to any Acquired Entity or
     Business, any Converted Restricted Subsidiary, any Sold Entity or Business
     or any Converted Unrestricted Subsidiary (any of the foregoing, a "PRO
     FORMA ENTITY") for any period, the sum of the amounts for such period of
     (a) income from continuing operations before income taxes and extraordinary
     items, (b) interest expense, (c) depreciation expense, (d) amortization
     expense, including amortization of deferred financing fees, (e)
     nonrecurring charges, (f) non-cash charges, (g) losses on asset sales and
     (h) restructuring charges or reserves less the sum of the amounts for such
     period of (i) non-recurring gains, (j) non-cash gains and (k) gains on
     asset sales, all as determined on a consolidated basis for such Pro Forma
     Entity in accordance with GAAP.


          "ACQUIRED ENTITY OR BUSINESS" shall have the meaning provided in the
     definition of the term "Consolidated EBITDA".

          "ACQUISITION SUBSIDIARY" shall mean (a) any Subsidiary of the Borrower
     that is formed or acquired after the Original Closing Date in connection
     with Permitted Acquisitions, PROVIDED that at such time (or promptly
     thereafter) the Borrower designates such Subsidiary an Acquisition
     Subsidiary in a written notice to the Administrative Agent, (b) any
     Restricted Subsidiary on the Original Closing Date subsequently
     re-designated as an Acquisition Subsidiary by the Borrower in a written
     notice to the Administrative Agent, PROVIDED that such re-designation shall
     be deemed to be an investment on the date of such re-designation in an
     Acquisition Subsidiary in an amount equal to the sum of (i) the net worth
     of such re-designated Restricted Subsidiary immediately prior to such
     re-designation (such net worth to be calculated without regard to any
     Guarantee provided by such re-designated Restricted Subsidiary) and (ii)
     the aggregate principal amount of any Indebtedness owed by such
     re-designated Restricted Subsidiary to the Borrower or any other Restricted
     Subsidiary immediately prior to such re-designation (to the extent not
     repaid on the date of such re-designation), all calculated, except as set
     forth in the parenthetical to clause (i), on a consolidated basis in
     accordance with GAAP, and (c) each Subsidiary of an Acquisition Subsidiary;
     PROVIDED, HOWEVER, that (i) at the time of any written re-designation by
     the Borrower to the Administrative Agent of any Acquisition Subsidiary as a
     Restricted Subsidiary, the Acquisition Subsidiary so re-designated shall no
     longer constitute an Acquisition Subsidiary, (ii) no Acquisition Subsidiary
     may be re-designated as a Restricted Subsidiary if a Default or Event of
     Default would result from such re-designation and (iii) no Restricted
     Subsidiary may be re-designated as an Acquisition Subsidiary if a Default
     or Event of Default would result from such re-designation. On or promptly
     after the date of its formation, acquisition or re-designation, as
     applicable, each Acquisition Subsidiary (other than an Acquisition
     Subsidiary that is a Foreign Subsidiary) shall have entered into a tax
     sharing agreement containing terms that, in the reasonable judgment of the
     Administrative Agent, provide for an appropriate allocation of tax
     liabilities and benefits.


<PAGE>

                                                                               3

          "ADJUSTED TOTAL REVOLVING CREDIT COMMITMENT" shall mean at any time
     the Total Revolving Credit Commitment less the aggregate Revolving Credit
     Commitments of all Defaulting Lenders.

          "ADJUSTED TOTAL TERM LOAN COMMITMENT" shall mean at any time the Total
     Term Loan Commitment less the Term Loan Commitments of all Defaulting
     Lenders.

          "ADMINISTRATIVE AGENT" shall mean Chase, together with its affiliates,
     as the arranger of the Commitments and as the administrative agent for the
     Lenders under this Agreement and the other Credit Documents.

          "ADMINISTRATIVE AGENT'S OFFICE" shall mean the office of the
     Administrative Agent located at 270 Park Avenue, New York, New York 10017,
     or such other office in New York City as the Administrative Agent may
     hereafter designate in writing as such to the other parties hereto.

          "AFFILIATE" shall mean, with respect to any Person, any other Person
     directly or indirectly controlling, controlled by, or under direct or
     indirect common control with such Person. A Person shall be deemed to
     control a corporation if such Person possesses, directly or indirectly, the
     power (a) to vote 10% or more of the securities having ordinary voting
     power for the election of directors of such corporation or (b) to direct
     or cause the direction of the management and policies of such corporation,
     whether through the ownership of voting securities, by contract or
     otherwise.

          "AGGREGATE REVOLVING CREDIT OUTSTANDING" shall have the meaning
     provided in Section 5.2(b).

          "AGREEMENT" shall mean this Amended and Restated Credit Agreement, as
     the same may be amended, supplemented or otherwise modified from time to
     time.

          "APPLICABLE ABR MARGIN" shall mean, with respect to (a) each ABR Loan
     that is a Tranche C Term Loan, 3.00% and (b) any other ABR Loan at any
     date, the applicable percentage per annum set forth below based upon (i)
     whether such loan is a Revolving Credit Loan, a Swingline Loan or a Tranche
     B Term Loan and (ii) the Status in effect on such date:

<TABLE>
<CAPTION>
                                                                  Applicable ABR
         Loan                                Status                    Margin
         ----                                ------               --------------

<S>                                     <C>                            <C>
Revolving Credit Loans and              Level I Status                 1.250%
Swingline Loans                         Level II Status                1.000%
                                        Level III Status               0.750%
                                        Level IV Status                0.500%
                                        Level V Status                 0.250%
                                        Level VI Status                0.000%
                                        Level VII Status               0.000%


Tranche B Term Loans                    Level I Status                 1.500%
</TABLE>


<PAGE>

                                                                               4
<TABLE>
<CAPTION>
                                                                  Applicable ABR
         Loan                                Status                    Margin
         ----                                ------               --------------

<S>                                     <C>                           <C>
                                        Level 11 Status               1.250%
                                        Level III Status              1.000%
                                        Level IV Status               0.750%
                                        Level V Status                0.500%
                                        Level VI Status               0.500%
                                        Level VII Status              0.500%
</TABLE>

          Notwithstanding the foregoing, the term "Applicable ABR Margin" shall
     mean, during the period from and including the Restatement Date to but
     excluding the date that is twelve months after the Restatement Date, with
     respect to (a) each ABR Loan that is a Tranche B Term Loan, 1.75% and (b)
     each ABR Loan that is a Revolving Credit Loan, 1.50%.

          "APPLICABLE EURODOLLAR MARGIN" shall mean, with respect to (a) each
     Eurodollar Term Loan that is a Tranche C Term Loan, 4.00% and (b) any other
     Eurodollar Term Loan and Eurodollar Revolving Credit Loan at any date, the
     applicable percentage per annum set forth below based upon (a) whether such
     loan is a Revolving Credit Loan or a Tranche B Term Loan and (b) the Status
     in effect on such date:

<TABLE>
<CAPTION>
                                                              Applicable Eurodollar
         Loan                                Status                    Margin
         ----                                ------               --------------
<S>                                     <C>                           <C>
Revolving Credit Loans                  Level I Status                2.250%
                                        Level II Status               2.000%
                                        Level III Status              1.750%
                                        Level IV Status               1.500%
                                        Level V Status                1.250%
                                        Level VI Status               1.000%
                                        Level VII Status              0.750%

Tranche B Term Loans                    Level I Status                2.500%
                                        Level II Status               2.250%
                                        Level III Status              2.000%
                                        Level IV Status               1.750%
                                        Level V Status                1.500%
                                        Level VI Status               1.500%
                                        Level VII Status              1.500%
</TABLE>

          Notwithstanding the foregoing, the term "Applicable Eurodollar Margin"
     shall mean, during the period from and including the Restatement Date to
     but excluding the date that is twelve months after the Restatement Date,
     with respect to (a) each Eurodollar Term Loan that is a Tranche B Term
     Loan, 2.75% and (b) each Eurodollar Revolving Credit Loan, 2.50%.


<PAGE>

                                                                               5

          "APPROVED FUND" shall mean, with respect to any Lender that is a fund
     that invests in bank loans in the ordinary course of its business, any
     other fund or trust or entity (a) that invests in bank loans in the
     ordinary course of its business and (b) with respect to which the same
     investment advisor as that of such Lender (or an Affiliate of such
     investment advisor) acts as the sole investment advisor or manager.

          "ASSET SALE PREPAYMENT EVENT" shall mean arty sale, transfer or other
     disposition of any business units, assets or other properties of the
     Borrower or any of the Restricted Subsidiaries not in the ordinary course
     of business. Notwithstanding the foregoing, the term "Asset Sale Prepayment
     Event" shall not include any transaction permitted by Section 10.3, 10.4
     (other than Section 10.4(b)) or 10.5.

          "AUTHORIZED OFFICER" shall mean the Chairman of the Board, the
     President, the Chief Financial Officer, the Treasurer or any other senior
     officer of the Borrower designated as such in writing to the Administrative
     Agent by the Borrower.

          "AVAILABLE AMOUNT" shall mean, on any date (the "REFERENCE DATE"), an
     amount equal to (a) the sum of @ for the purposes of Sections 10.5(1) and
     10.5(n), $50,000,000, (ii) the aggregate amount of Net Cash Proceeds from
     Prepayment Events refused by Term Loan Lenders and retained by the Borrower
     in accordance with Section 5.2(c)(iv) on or prior to the Reference Date,
     (iii) an amount equal to (x) the cumulative amount of Excess Cash Flow for
     all fiscal years completed prior to the Reference Date MINUS (y) the
     portion of such Excess Cash Flow that has been on or prior to the Reference
     Date (or will be) applied to the prepayment of Loans in accordance with
     Section 5.2(a)(ii), (iv) the amount of any capital contributions (other
     than any equity contribution made on or prior to the Original Closing Date
     or made in accordance with Section 10.5(c)(i)) made in cash to the Borrower
     from and including the Business Day immediately following the Original
     Closing Date through and including the Reference Date, (v) an amount equal
     to the Net Cash Proceeds received by the Borrower on or prior to the
     Reference Date from any issuance of equity securities by the Borrower, (vi)
     the aggregate amount of all cash dividends and other cash distributions
     received by the Borrower or any Guarantor from any Acquisition
     Subsidiaries, Minority Investments or Unrestricted Subsidiaries on or prior
     to the Reference Date (other than the portion of any such dividends and
     other distributions that is used by the Borrower or any Guarantor to pay
     taxes), (vii) the aggregate amount of all cash repayments of principal
     received by the Borrower or any Guarantor from any Acquisition
     Subsidiaries, Minority Investments or Unrestricted Subsidiaries on or prior
     to the Reference Date in respect of loans made by the Borrower or any
     Guarantor to such Acquisition Subsidiaries, Minority Investments or
     Unrestricted Subsidiaries and (viii) the aggregate amount of all net cash
     proceeds received by the Borrower or any Guarantor in connection with the
     sale, transfer or other disposition of its ownership interest in any
     Acquisition Subsidiary, Minority Investment or Unrestricted Subsidiary on
     or prior to the Reference Date MINUS (b) the sum of (i) the aggregate
     amount of any investments (including loans) made by the Borrower or any
     Restricted Subsidiary (other than any Acquisition Subsidiary) in or to
     Acquisition Subsidiaries pursuant to Section 10.50) on or prior to the
     Reference Date, (ii) the aggregate amount of any investments (including
     loans) made by the Borrower or any Restricted Subsidiary (other than any
     Acquisition Subsidiary) pursuant to Section 10.5(n) on or prior to the
     Reference Date, (iii) the aggregate amount of any investments made by the
     Borrower or any Restricted Subsidiary to acquire the Remaining Equity
     pursuant to Section 10.5(1) on or prior to the Reference Date and (iv) the
     aggregate price paid by the Borrower in connection with (x) any prepayment
     of the Subordinated Loans (other than with the Net Cash Proceeds of the
     Loans or the Subordinated Notes) or (y) any prepayment, repurchase or
     redemption of Subordinated Notes, in each case pursuant to Section 10.7(a)
     on or prior to the Reference Date.


<PAGE>

                                                                               6

          "AVAILABLE COMMITMENT" shall mean an amount equal to the excess, if
     any, of (a) the sum of (i) the amount of the Total Revolving Credit
     Commitment and (ii) the amount of the Total Term Loan Commitment over (b)
     the sum of (i) the aggregate principal amount of all Revolving Credit Loans
     (but not Swingline Loans) then outstanding and (ii) the aggregate Letter of
     Credit Outstanding at such time.

          "AVAILABLE FOREIGN INVESTMENT AMOUNT" shall mean, on any date (the
     "INVESTMENT DATE"), an amount equal to (a) the sum of (i) $50,000,000, (ii)
     the aggregate amount of all cash dividends and other cash distributions
     received by the Borrower or any Guarantor from any Restricted Foreign
     Subsidiaries on or prior to the Investment Date (other than the portion of
     any such dividends and other distributions that is used by the Borrower or
     any Guarantor to pay taxes), (iii) the aggregate amount of all cash
     repayments of principal received by the Borrower or any Guarantor from any
     Restricted Foreign Subsidiaries on or prior to the Investment Date in
     respect of loans made by the Borrower or any Guarantor to such Restricted
     Foreign Subsidiaries and (iv) the aggregate amount of all net cash proceeds
     received by the Borrower or any Guarantor in connection with the sale,
     transfer or other disposition of its ownership interest in any Restricted
     Foreign Subsidiary on or prior to the Investment Date MINUS (b) the
     aggregate amount of any investments (including loans) made by the Borrower
     or any Restricted Subsidiary (other than. any Restricted Foreign
     Subsidiary) in or to Restricted Foreign Subsidiaries pursuant to Section
     10.50) or 10.5(k) on or prior to the Investment Date.

          "BANKRUPTCY CODE" shall have the meaning provided in Section 11.5.

          "BASE CD RATE" shall mean the sum of (a) the product of (i) the
     Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which
     is one and the dominator of which is one minus the C/D Reserve Percentage
     and (b) the C/D Assessment Rate.

          "BOARD" shall mean the Board of Governors of the Federal Reserve
     System of the United States (or any successor).

          "BORDEN" shall mean Borden, Inc., a New Jersey corporation.

          "BORROWER" shall have the meaning provided in the preamble to this
     Agreement.

          "BORROWER COMMON STOCK" shall mean any class of outstanding common
     stock of the Borrower after the Recapitalization.

          "BORROWING" shall mean and include (a) the incurrence of Swingline
     Loans from Chase o n a given date, (b) the incurrence o f one Type of Term
     Loan o n the Restatement Date (or resulting from conversions on a given
     date after the Restatement Date) having, in the case of Eurodollar Term
     Loans, the same Interest Period (PROVIDED that ABR Loans incurred pursuant
     to Section 2.10(b) shall be considered part of any related Borrowing of
     Eurodollar Term Loans) and (c) the incurrence of one Type of Revolving
     Credit Loan on a given date (or resulting from conversions on a given date)
     having, in the case of Eurodollar Revolving Credit Loans, the same Interest
     Period (PROVIDED that ABR Loans


<PAGE>

                                                                               7

     incurred pursuant to Section 2.10(b) shall be considered part of any
     related Borrowing of Eurodollar Revolving Credit Loans).

          "BUSINESS DAY" shall mean (a) for all purposes other than as covered
     by clause (b) below, any day excluding Saturday, Sunday and any day that
     shall be in The City of New York a legal holiday or a day on which banking
     institutions are authorized by law or other governmental actions to close
     and (b) with respect to all notices and determinations in connection with,
     and payments of principal and interest on, Eurodollar Loans, any day that
     is a Business Day described in clause (a) and which is also a day for
     trading by and between banks in Dollar deposits in the relevant interbank
     Eurodollar market.

          "CAPITAL EXPENDITURES" shall mean, for any period, the aggregate of
     all expenditures (whether paid in cash or accrued as liabilities and
     including in all events all amounts expended or capitalized under Capital
     Leases, but excluding any amount representing capitalized interest) by the
     Borrower and the Restricted Subsidiaries during such period that, in
     conformity with GAAP, are or are required to be included as additions
     during such period to property, plant or equipment reflected in the
     consolidated balance sheet of the Borrower and its Subsidiaries, PROVIDED
     that the term "Capital Expenditures" shall not include (a) expenditures
     made in connection with the replacement, substitution or restoration of
     assets (i) to the extent financed from insurance proceeds paid on account
     of the loss of or damage to the assets being replaced or restored or (ii)
     with awards of compensation arising from the taking by eminent domain or
     condemnation of the assets being replaced, (b) the purchase price of
     equipment that is purchased simultaneously with the trade-in of existing
     equipment to the extent that the gross amount of such purchase price is
     reduced by the credit granted by the seller of such equipment for the
     equipment being traded in at such time, (c) the purchase of plant, property
     or equipment made within one year of the sale of any asset to the extent
     purchased with the proceeds of such sale or (d) expenditures that
     constitute any part of Consolidated Lease Expense.

          "CAPITAL LEASE", as applied to any Person, shall mean any lease of any
     property (whether real, personal or nixed) by that Person as lessee that,
     in conformity with GAAP, is, or is required to be, accounted for as a
     capital lease on the balance sheet of that Person.

          "CAPITALIZED LEASE OBLIGATIONS" shall mean, as applied to any Person,
     all obligations under Capital Leases of such Person or any of its
     Subsidiaries, in each case taken at the amount thereof accounted for as
     liabilities in accordance with GAAP.

          "CCPC" shall mean CCPC Acquisition Corp., a Delaware corporation.

          "C/D ASSESSMENT RATE" shall mean for any day as applied to any ABR
     Loan, the annual assessment rate in effect on such day that is payable by a
     member of the Bank Insurance Fund maintained by the Federal Deposit
     Insurance Corporation or any successor thereto (the "FDIC") classified as
     well-capitalized and within supervisory subgroup "B" (or a comparable
     successor assessment risk classification) within the meaning of 12 C.F.R.
     ss. 327.4(a) (or any successor provision) to the FDIC for the FDIC's
     insuring time deposits at offices of such institution in the United States.

          "C/D RESERVE PERCENTAGE" shall mean for any day as applied to any ABR
     Loan, the percentage (expressed as a decimal) that is in effect on such
     day, as prescribed by the Board, for determining the reserve requirement
     for a Depositary Institution (as defined in Regulation D of the Board) in
     respect of new non-personal time deposits in Dollars having a maturity that
     is 30 days or more.


<PAGE>

                                                                               8

          "CHANGE OF CONTROL" shall mean and be deemed to have occurred if (a)
     (i) KKR, its Affiliates and the Management Group shall at any time not own,
     in the aggregate, directly or indirectly, beneficially and of record, at
     least 35% of the outstanding Voting Stock of the Borrower (other than as
     the result of one or more widely distributed offerings of Borrower Common
     Stock, in each case whether by the Borrower or by KKR, its Affiliates or
     the Management Group) and/or (ii) any person, entity or "group" (within the
     meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
     as amended) shall at any time have acquired direct or indirect beneficial
     ownership of a percentage of the outstanding Voting Stock of the Borrower
     that exceeds the percentage of such Voting Stock then beneficially owned,
     in the aggregate, by KKR, its Affiliates and the Management Group, unless,
     in the case of either clause (i) or (ii) above, KKR, its Affiliates and the
     Management Group have, at such time, the right or the ability by voting
     power, contract or otherwise to elect or designate for election a majority
     of the Board of Directors of the Borrower; and/or (b) at any time
     Continuing Directors shall not constitute a majority of the Board of
     Directors of the Borrower.

          "CHASE" shall mean The Chase Manhattan Bank, a New York banking
     corporation, and any successor thereto by merger, consolidation or
     otherwise.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended from
     time to time, and the regulations promulgated and rulings issued
     thereunder. Section references to the Code are to the Code, as in effect at
     the date of this Agreement, and any subsequent provisions of the Code,
     amendatory thereof, supplemental thereto or substituted therefor.

          "COLLATERAL" shall have the meaning provided in the Pledge Agreement.

          "COMMITMENT FEE RATE" shall mean, with respect to the Available
     Commitment on any day, the rate per annum set forth below opposite the
     Status in effect on such day:

<TABLE>
<CAPTION>
                                                        Commitment
                        Status                           Fee Rate
                        ------                          ----------
<S>                                                         <C>
                  Level I Status                            0.425%
                  Level II Status                           0.375%
                  Level III Status                          0.375%
                  Level IV Status                           0.350%
                  Level V Status                            0.300%
                  Level VI Status                           0.250%
                  Level VII Status                          0.225%
</TABLE>

          Notwithstanding the foregoing, the term "Commitment Fee Rate" shall
     mean, during the period from and including the Restatement Date to but
     excluding the date that is twelve months after the Restatement Date, .425%.

          "COMMITMENTS" shall mean, with respect to each Lender, such Lender's
     Term Loan Commitment and Revolving Credit Commitment.

          "CONFIDENTIAL INFORMATION" shall have the meaning provided in Section
     13.16.


<PAGE>

                                                                               9

          "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean the Confidential
     Information Memorandum of the Borrower dated October 1999 delivered to the
     Lenders in connection with this Agreement.

          "CONSOLIDATED EARNING" shall mean, for any period, "income (loss)
     before taxes on income" of the Borrower and the Restricted Subsidiaries,
     excluding extraordinary items, for such period, determined in a manner
     consistent with the manner in which such amount was determined in
     accordance with the audited financial statements referred to in Section
     9.1(a).

          "CONSOLIDATED EBITDA" shall mean, for any period, the sum, without
     duplication, of the amounts for such period of (a) Consolidated Earnings,
     (b) Consolidated Interest Expense, (c) depreciation expense, (d)
     amortization expense, including amortization of deferred financing fees,
     (e) extraordinary losses and non-recurring charges, (f) non-cash charges,
     (g) losses on asset sales, (h) restructuring charges or reserves, (i) in
     the case of any period that includes a period ending during the fiscal year
     ending December 31, 1998, 1998 Transaction Expenses, (j) any expenses or
     charges incurred in connection with any issuance of debt or equity
     securities, (k) any fees and expenses related to Permitted Acquisitions and
     (i) any deduction for minority interest expense, (m) in the case of any
     period that includes a period ending during the fiscal year ending December
     31, 1999, Transaction Expenses and (n) the amount of Inventory Reduction
     Impact for such period LESS the sum of the amounts for such period of (o)
     extraordinary gains and non-recurring gains, (p) non-cash gains and (q)
     gains on asset sales, all as determined on a consolidated basis for the
     Borrower and the Restricted Subsidiaries in accordance with GAAP, PROVIDED
     that (i) except as provided in clause (ii) below, there shall be excluded
     from Consolidated Earnings for any period the income from continuing
     operations before income taxes and extraordinary items of all Unrestricted
     Subsidiaries for such period to the extent otherwise included in
     Consolidated Earnings, except to the extent actually received in cash by
     the Borrower or its Restricted Subsidiaries during such period through
     dividends or other distributions, and (ii)(x) there shall be included in
     determining Consolidated EBITDA for any period (A) the Acquired EBITDA
     of any Person, property, business or asset (other than an Unrestricted
     Subsidiary) acquired to the extent not subsequently sold, transferred or
     otherwise disposed of (but not including the Acquired EBITDA of any related
     Person, property, business or assets to the extent not so acquired) by the
     Borrower or any Restricted Subsidiary during such period (each such Person,
     property, business or asset acquired and not subsequently so disposed of,
     an "ACQUIRED ENTITY OR BUSINESS"), and the Acquired EBITDA of any
     Unrestricted Subsidiary that is converted into a Restricted Subsidiary
     during such period (each, a "CONVERTED RESTRICTED SUBSIDIARY"), in each
     case based on the actual Acquired EBITDA of such Acquired Entity or
     Business or Converted Restricted Subsidiary for such period (including the
     portion thereof occurring prior to such acquisition or conversion) and (B)
     for purposes of the definition of the term "Permitted Acquisition" and
     Sections 10.3, 10.10 and 10.11, an adjustment in respect of each Acquired
     Entity or Business equal to the amount of the Pro Forma Adjustment with
     respect to such Acquired Entity or Business for such period (including the
     portion thereof occurring prior to such acquisition or conversion) as
     specified in the Pro Forma Adjustment Certificate delivered to the Lenders
     and the Administrative Agent and (y) for purposes of determining the
     Consolidated Total Debt to Consolidated EBITDA Ratio only, there shall be
     excluded in determining Consolidated EBITDA for any period the Acquired
     EBITDA of any Person, property, business or asset (other than an
     Unrestricted Subsidiary) sold, transferred or otherwise disposed of by the
     Borrower or any Restricted Subsidiary during such period (each such Person,
     property, business or asset so sold or disposed of, a "SOLD ENTITY OR
     BUSINESS"), and the Acquired


<PAGE>

                                                                              10

     EBITDA of any Restricted Subsidiary that is converted into an Unrestricted
     Subsidiary during such period (each, a "CONVERTED UNRESTRICTED
     SUBSIDIARY"), in each case based on the actual Acquired EBITDA of such Sold
     Entity or Business or Converted Unrestricted Subsidiary for such period
     (including the portion thereof occurring prior to such sale, transfer,
     disposition or conversion).

          "CONSOLIDATED EBITDA TO CONSOLIDATED INTEREST EXPENSE RATIO" shall
     mean, as of any date of determination, the ratio of (a) Consolidated EBITDA
     for the relevant Test Period to (b) Consolidated Interest Expense for such
     Test Period.

          "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, cash
     interest expense (including that attributable to Capital Leases in
     accordance with GAAP), net of cash interest income, of the Borrower and the
     Restricted Subsidiaries on a consolidated basis with respect to all
     outstanding Indebtedness of the Borrower and the Restricted Subsidiaries,
     including, without limitation, all commissions, discounts and other fees
     and charges owed with respect to letters of credit and bankers' acceptance
     financing and net costs under Hedge Agreements (other than currency swap
     agreements, currency future or option contracts and other similar
     agreements), but excluding, however, amortization of deferred financing
     costs and any other amounts of non-cash interest, all as calculated on a
     consolidated basis in accordance with GAAP, PROVIDED that (a) except as
     provided in clause (b) below, there shall be excluded from Consolidated
     Interest Expense for any period the cash interest expense (or income) of
     all Unrestricted Subsidiaries for such period to the extent otherwise
     included in Consolidated Interest Expense and (b) for purposes of the
     definition of the term "Permitted Acquisition" and Sections 10.3, 10.10 and
     10.11, there shall be included in determining Consolidated Interest Expense
     for any period the cash interest expense (or income) of any Acquired Entity
     or Business acquired during such period and of any Converted Restricted
     Subsidiary converted during such period, in each case based on the cash
     interest expense (or income) of such Acquired Entity or Business or
     Converted Restricted Subsidiary for such period (including the portion
     thereof occurring prior to such acquisition or conversion) assuming any
     Indebtedness incurred or repaid in connection with any such acquisition or
     conversion had been incurred or prepaid on the first day of such period;
     PROVIDED FURTHER, HOWEVER, that Consolidated Interest Expense for the Test
     Periods ending on June 30, 1998, September 30, 1998, and December 31, 1998,
     shall be determined by (i) in the case of the Test Period ending on June
     30, 1998, multiplying Consolidated Interest Expense for the period
     commencing on April 1, 1998, and ending on June 30, 1998, by 4, (ii) in the
     case of the Test Period ending on September 30, 1998, multiplying
     Consolidated Interest Expense for the period commencing on April 1, 1998,
     and ending on September 30, 1998, by 2, and (iii) in the case of the Test
     Period ending on December 31, 1998, multiplying Consolidated Interest
     Expense for the period commencing on April 1, 1998, and ending on December
     31, 1998, by 4/3.

          "CONSOLIDATED LEASE EXPENSE" shall mean, for any period, all rental
     expenses of the Borrower and the Restricted Subsidiaries during such period
     under operating leases for real or personal property (including in
     connection with Permitted Sale Leasebacks), excluding real estate taxes,
     insurance costs and common area maintenance charges and net of sublease
     income, other than (a) obligations under vehicle leases entered into in the
     ordinary course of business, (b) all such rental expenses associated with
     assets acquired pursuant to a Permitted Acquisition to the extent that such
     rental expenses relate to operating leases in effect at the time of (and
     immediately prior to) such acquisition and (c) Capitalized Lease
     Obligations, all as determined on a consolidated basis in accordance with
     GAAP, PROVIDED that there shall be excluded from Consolidated Lease Expense

<PAGE>

                                                                              11

     for any period the rental expenses of all Unrestricted Subsidiaries for
     such period to the extent otherwise included in Consolidated Lease Expense.

          "CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated
     net income (or loss) of the Borrower and the Restricted Subsidiaries,
     determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED NET SALES" shall mean, for any fiscal year of the
     Borrower, "net sales" of the Borrower and the Restricted Subsidiaries as
     set forth in the audited financial statements referred to in Section 9.1
     (a) with respect to the immediately preceding fiscal year, PROVIDED that
     such net sales for such current fiscal year shall be deemed to include, on
     a pro forma basis, such net sales of any entity acquired pursuant to a
     Permitted Acquisition (a) consummated during the preceding fiscal year,
     assuming, for the purposes of such pro forma adjustment, that such
     Permitted Acquisition had been consummated on the first day of such
     preceding fiscal year, and (b) consummated during the current fiscal year,
     in an amount equal to (i) the total amount of such net sales of such entity
     for the preceding fiscal year MULTIPLIED BY (ii) a fraction the numerator
     of which is the number of days remaining in the current fiscal year
     following the date of consummation of such Permitted Acquisition and the
     denominator of which is 365 (or 366, as the case may be) (PROVIDED, in the
     case of this clause (b), that if the excess of (A) the product of the
     applicable percentage under Section 10.12(b) times the total amount of such
     net sales of such entity for the preceding fiscal year over (B) the actual
     amount of Capital Expenditures made by such entity during the current year
     prior to the date of such Permitted Acquisition is less than the product of
     the applicable percentage under Section 10.12(b) times the pro forma net
     sales figure determined pursuant to the foregoing provisions of this clause
     (b), the amount by which permitted Capital Expenditures under Section
     10.12(b) is increased for such current year pursuant to this clause (b)
     shall be deemed to be the amount of such excess).

          "CONSOLIDATED TOTAL DEBT" shall mean, as of any date of determination,
     (a) the sum of (i) all Indebtedness of the Borrower and the Restricted
     Subsidiaries for borrowed money outstanding on such date and (ii) all
     Capitalized Lease Obligations of the Borrower and the Restricted
     Subsidiaries outstanding on such date, all calculated on a consolidated
     basis in accordance with GAAP MINUS (b) the aggregate amount of cash
     included in the cash accounts listed on the consolidated balance sheet of
     the Borrower and the Restricted Subsidiaries and deposited with the
     Administrative Agent or Lenders domiciled in the United States as at such
     date to the extent the use thereof for application to payment of
     Indebtedness is not prohibited by law or any contract to which the Borrower
     or any of the Restricted Subsidiaries is a party.

          "CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA RATIO" shall mean,
     as of any date of determination, the ratio of (a) Consolidated Total Debt
     as of the last day of the relevant Test Period to (b) Consolidated EBITDA
     for such Test Period.

          "CONSOLIDATED WORKING CAPITAL" shall mean, at any date, the excess of
     (a) the sum of all amounts (other than cash, cash equivalents and bank
     overdrafts) that would, in conformity with GAAP, be set forth opposite the
     caption "total current assets" (or any like caption) on a consolidated
     balance sheet of the Borrower and the Restricted Subsidiaries at such date
     over (b) the sum of all amounts that would, in conformity with GAAP, be set
     forth opposite the caption "total current liabilities" (or any like
     caption) on a consolidated balance sheet of the Borrower and the Restricted
     Subsidiaries on such date, but excluding (i) the current portion of any
     Funded Debt, (ii) without duplication of clause (i) above,



<PAGE>

                                                                              12

     all Indebtedness consisting of Loans and Letter of Credit Exposure to the
     extent otherwise included therein and (iii) the current portion of deferred
     income taxes.

          "CONTINUING DIRECTOR" shall mean, at any date, an individual (a) who
     is a member of the Board of Directors of the Borrower on the date hereof,
     (b) who, as at such date, has been a member of such Board of Directors for
     at least the 12 preceding months, (c) who has been nominated to be a member
     of such Board of Directors, directly or indirectly, by KKR or one of its
     Affiliates or Persons nominated by KKR or one of its Affiliates or (d) who
     has been nominated to be a member of such Board of Directors by a
     majority of the other Continuing Directors then in office.

          "CONVERTED RESTRICTED SUBSIDIARY" shall have the meaning provided in
     the definition of the term "Consolidated EBITDA".

          "CONVERTED UNRESTRICTED SUBSIDIARY" shall have the meaning provided in
     the definition of the term "Consolidated EBITDA".

          "CREDIT DOCUMENTS" shall mean this Agreement, the Reaffirmation
     Agreement, the Guarantee, the Pledge Agreement and any promissory notes
     issued by the Borrower hereunder.

          "CREDIT EVENT" shall mean and include the making (but not the
     conversion or continuation) of a Loan and the issuance of a Letter of
     Credit.

          "CREDIT PARTY" shall mean each of the Borrower and the Guarantors.

          "CUMULATIVE CONSOLIDATED NET INCOME AVAILABLE TO STOCKHOLDERS" means,
     as of any date of determination, Consolidated Net Income less cash
     dividends paid with respect to capital stock for the period (taken as one
     accounting period) commencing on the Original Closing Date and ending on
     the last day of the most recent fiscal quarter for which Section 9.1
     Financials have been delivered to the Lenders under Section 9.1.

          "DEBT INCURRENCE PREPAYMENT EVENT" shall mean any issuance or
     incurrence by the Borrower or any of the Restricted Subsidiaries of any
     Indebtedness (excluding (a) the Subordinated Notes to the extent that the
     Net Cash Proceeds therefrom are applied to repay the principal of, and
     accrued interest on, the Subordinated Loans and (b) any other Indebtedness
     permitted to be issued or incurred under Section 10.1).

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

          "DEFAULTING LENDER" shall mean any Lender with respect to which a
     Lender Default is in effect.

          "DIVIDENDS" shall have the meaning provided in Section 10.6.

          "DOCUMENTATION AGENT" shall mean Bankers Trust Company, together with
     its affiliates, as the documentation agent for the Lenders under this
     Agreement and the other Credit Documents.

          "DOLLARS" and "$" shall mean dollars in lawful currency of the United
     States of America.


<PAGE>

                                                                              13

          "DOMESTIC SUBSIDIARY' shall mean each Subsidiary of the Borrower that
     is organized under the laws of the United States, any state or territory
     thereof, or the District of Columbia.

          "DRAWING" shall have the meaning provided in Section 3.4(b).

          "ENVIRONMENTAL CLAIMS" shall mean any and all administrative,
     regulatory or judicial actions, suits, demands, demand letters, claims,
     liens, notices of noncompliance or violation, investigations (other than
     internal reports prepared by the Borrower or any of its Subsidiaries (a) in
     the ordinary course of such Person's business or (b) as required in
     connection with a financing transaction or an acquisition or disposition of
     real estate) or proceedings relating in any way to any Environmental Law
     or any permit issued, or any approval given, under any such Environmental
     Law (hereinafter, "CLAIMS"), including, without limitation, (i) any and all
     Claims by governmental or regulatory authorities for enforcement, cleanup,
     removal, response, remedial or other actions or damages pursuant to any
     applicable Environmental Law and (ii) any and all Claims by any third party
     seeking damages, contribution, indemnification, cost recovery, compensation
     or injunctive relief resulting from Hazardous Materials or arising from
     alleged injury or threat of injury to health, safety or the environment.

          "ENVIRONMENTAL LAW" shall mean any applicable Federal, state, foreign
     or local statute, law, rule, regulation, ordinance, code and rule of common
     law now or hereafter in effect and in each case as amended, and any binding
     judicial or administrative interpretation thereof, including any binding
     judicial or administrative order, consent decree or judgment, relating to
     the environment, human health or safety or Hazardous Materials.

          "EQUITY CONTRIBUTION" shall mean the issuance, on or before the
     Restatement Date, of (a) Borrower Common Stock to Borden, or an Affiliate
     of Borden, for consideration paid to the Borrower of not less than
     $150,000,000 in cash and (b) 1999 Junior Preferred Stock to Borden for
     consideration paid to the Borrower of not less than $50,000,000.

          "ERISA" shall mean the Employee Retirement Income Security Act of
     1974, as amended from time to time. Section references to ERISA are to
     ERISA as in effect at the date of this Agreement and any subsequent
     provisions of ERISA amendatory thereof, supplemental thereto or substituted
     therefor.

          "ERISA AFFILIATE" shall mean each person (as defined in Section 3(9)
     of ERISA) that together with the Borrower or a Subsidiary would be deemed
     to be a "single employer" within the meaning of Section 414(b) or (c) of
     the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
     the Code, is treated as a single employer under Section 414 of the Code.

          "EURODOLLAR LOAN" shall mean any Eurodollar Term Loan or Eurodollar
     Revolving Credit Loan.

          "EURODOLLAR RATE" shall mean, in the case of any Eurodollar Term Loan
     or Eurodollar Revolving Credit Loan, with respect to each day during each
     Interest Period pertaining to such Eurodollar Loan, the rate of interest
     determined on the basis of the rate for deposits in Dollars for a period
     equal to such Interest Period commencing on the first day of such Interest
     Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M.,
     London time, two Business Days prior to the beginning of such Interest
     Period. In


<PAGE>

                                                                              14

     the event that such rate does not appear on Page 3750 of the Telerate
     Service (or otherwise on such service), the "Eurodollar Rate" for the
     purposes of this paragraph shall be determined by reference to such other
     publicly available service for displaying eurodollar rates as may be agreed
     upon by the Administrative Agent and the Borrower or, in the absence of
     such agreement, the "Eurodollar Rate" for the purposes of this paragraph
     shall instead be the rate per annum notified to the Administrative Agent by
     the Reference Lender as the rate at which the Reference Lender is offered
     Dollar deposits at or about 10:00 A.M., New York time, two Business Days
     prior to the beginning of such Interest Period, in the interbank eurodollar
     market where the eurodollar and foreign currency and exchange operations in
     respect of its Eurodollar Loans are then being conducted for delivery on
     the first day of such Interest Period for the number of days comprised
     therein and in an amount comparable to the amount of its Eurodollar Term
     Loan or Eurodollar Revolving Credit Loan, as the case may be, to be
     outstanding during such Interest Period.

          "EURODOLLAR REVOLVING CREDIT LOAN" shall mean any Revolving Credit
     Loan bearing interest at a rate determined by reference to the Eurodollar
     Rate.

          "EURODOLLAR TERM LOAN" shall mean any Term Loan bearing interest at a
     rate determined by reference to the Eurodollar Rate.

          "EVENT OF DEFAULT" shall have the meaning provided in Section 11.

          "EXCESS CASH FLOW" shall mean, for any period, an amount equal to the
     excess of (a) the sum, without duplication, of (i) Consolidated Net Income
     for such period, (ii) an amount equal to the amount of all non-cash charges
     to the extent deducted in arriving at such Consolidated Net Income, (iii)
     decreases in Consolidated Working Capital for such period and (iv) an
     amount equal to the aggregate net non-cash loss on the sale, lease,
     transfer or other disposition of assets by the Borrower and the Restricted
     Subsidiaries during such period (other than sales in the ordinary course of
     business) to the extent deducted in arriving at such Consolidated Net
     Income OVER (b) the sum, without duplication, of (i) an amount equal to the
     amount of all non-cash credits included in arriving at such Consolidated
     Net Income, (ii) the aggregate amount actually paid by the Borrower and the
     Restricted Subsidiaries in cash during such period on account of Capital
     Expenditures (excluding the principal amount of Indebtedness incurred in
     connection with such Capital Expenditures, whether incurred in such period
     or in a subsequent period), (iii) the aggregate amount of all prepayments
     of Revolving Credit Loans and Swingline Loans made during such period to
     the extent accompanying reductions of the Total Revolving Credit
     Commitments, (iv) the aggregate amount of all principal payments of
     Indebtedness of the Borrower or the Restricted Subsidiaries (including,
     without limitation, any Term Loans and the principal component of payments
     in respect of Capitalized Lease Obligations but excluding Revolving Credit
     Loans and Swingline Loans) made during such period (other than in respect
     of any revolving credit facility to the extent there is not an equivalent
     permanent reduction in commitments thereunder), (v) an amount equal to the
     aggregate net non-cash gain on the sale, lease, transfer or other
     disposition of assets by the Borrower and the Restricted Subsidiaries
     during such period (other than sales in the ordinary course of business) to
     the extent included in arriving at such Consolidated Net Income, (vi)
     increases in Consolidated Working Capital for such period, (vii) payments
     by the Borrower and the Restricted Subsidiaries during such period in
     respect of long-term liabilities of the Borrower and the Restricted
     Subsidiaries other than Indebtedness, (viii) the amount of investments made
     during such period pursuant to Section 10.5 to the extent that such
     investments were financed with internally generated cash flow of the
     Borrower and the Restricted Subsidiaries, (ix) the amount of dividends paid
     during such period pursuant to clause (b), (c), (d) or (e) of the proviso
     to Section 10.6, (x) the aggregate amount of expenditures actually made by
     the Borrower and the Restricted Subsidiaries in cash during such period
     (including, without limitation, expenditures for the payment of financing
     fees) to the extent that such expenditures are not expensed during such
     period and (xi) the aggregate amount of any premium, make whole or penalty
     payments actually paid in cash by the Borrower and the Restricted
     Subsidiaries during such period that are required to be made in connection
     with any prepayment of Indebtedness and that are accounted for as
     extraordinary items.

          "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
     average of the per annum rates on overnight federal funds transactions with
     members of the Federal Reserve System arranged by federal funds brokers, as
     published on the next succeeding Business Day by the Federal Reserve Bank
     of New York, or, if such rate is not so published for any day that is a
     Business Day, the average of the quotations for the day of such
     transactions received by the Administrative Agent from three federal funds
     brokers of recognized standing selected by it.

          "FEES" shall mean all amounts payable pursuant to, or referred to in,
     Section 4.1.

          "FINAL DATE" shall mean the date on which the Revolving Credit
     Commitments shall have terminated, no Revolving Credit Loans shall be
     outstanding and the Letter of Credit Outstandings shall have been reduced
     to zero.

          "FIRST ACQUISITION" shall have the meaning provided in the
     introductory statement hereto.

          "FIRST ACQUISITION AGREEMENT" shall have the meaning provided in the
     introductory statement hereto.

          "FOREIGN SUBSIDIARY" shall mean each Subsidiary of the Borrower that
     is not a Domestic Subsidiary.

          "FRONTING FEE" shall have the meaning provided in Section 4.1(c).

          "FUNDED DEBT" shall mean all Indebtedness of the Borrower and the
     Restricted Subsidiaries for borrowed money that matures more than one year
     from the date of its creation or matures within one year from such date
     that is renewable or extendable, at the option of the Borrower or one of
     the Restricted Subsidiaries, to a date more than one year from such date or
     arises under a revolving credit or similar agreement that obligates the
     lender or lenders to extend credit during a period of more than one year
     from such date, including, without limitation, all amounts of Funded Debt
     required to be paid or prepaid within one year from the date of its
     creation and, in the case of the Borrower, Indebtedness in respect of the
     Loans.

          "GAAP" shall mean generally accepted accounting principles in the
     United States of America as in effect from time to time; PROVIDED, HOWEVER,
     that if there occurs after the date hereof any change in GAAP that affects
     in any respect the calculation of any covenant contained in Section 10, the
     Lenders and the Borrower shall negotiate in good faith amendments to the
     provisions of this Agreement that relate to the calculation of such
     covenant with the intent of having the respective positions of the Lenders
     and the Borrower after such change in GAAP conform as nearly as possible to
     their respective positions as of the date of this Agreement and, until any
     such amendments have been


<PAGE>

                                                                              16

     agreed upon, the covenants in Section 10 shall be calculated as if no such
     change in GAAP has occurred.

          "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any
     state or other political subdivision thereof, and any entity exercising
     executive, legislative, judicial, regulatory or administrative functions of
     or pertaining to government.

          "GUARANTEE" shall mean and include the Guarantee, dated as of April 9,
     1998, attached hereto as Exhibit A, made by each Guarantor in favor of the
     Administrative Agent for the benefit of the Lenders, as the same may be
     amended, supplemented or otherwise modified from time to time.

          "GUARANTEE OBLIGATIONS" shall mean, as to any Person, any obligation
     of such Person guaranteeing or intended to guarantee any Indebtedness of
     any other Person (the "PRIMACY OBLIGOR") in any manner, whether directly or
     indirectly, including, without limitation, any obligation of such Person,
     whether or not contingent, (a) t o purchase any such Indebtedness or any
     property constituting direct or indirect security therefor, (b) to advance
     or supply funds (i) for the purchase or payment of any such Indebtedness or
     (ii) to maintain working capital or equity capital of the primary obligor
     or otherwise to maintain the net worth or solvency of the primary obligor,
     (c) to purchase property, securities or services primarily for the purpose
     of assuring the owner of any such Indebtedness of the ability of the
     primary obligor to make payment of such Indebtedness or (d) otherwise to
     assure or hold harmless the owner of such Indebtedness against loss in
     respect thereof; PROVIDED, HOWEVER, that the term "Guarantee Obligations"
     shall not include endorsements of instruments for deposit or collection in
     the ordinary course of business. The amount of any Guarantee Obligation
     shall be deemed to be an amount equal to the stated or determinable amount
     of the Indebtedness in respect of which such Guarantee Obligation is made
     or, if not stated or determinable, the maximum reasonably anticipated
     liability in respect thereof (assuming such Person is required to perform
     thereunder) as determined by such Person in good faith.

          "GUARANTOR" shall mean each Domestic Subsidiary of the Borrower that
     is a Restricted Subsidiary and is or becomes a party to the Guarantee.

          "HAZARDOUS MATERIALS" shall mean (a) any petroleum or petroleum
     products, radioactive materials, friable asbestos, urea formaldehyde foam
     insulation, transformers or other equipment that contain dielectric fluid
     containing regulated levels of polychlorinated biphenyls, and radon gas;
     (b) any chemicals, materials or substances defined as or included in the
     definition of "hazardous substances", "hazardous waste", "hazardous
     materials", "extremely hazardous waste", "restricted hazardous waste",
     "toxic substances", "toxic pollutants", "contaminants", or "pollutants", or
     words of similar import, under any applicable Environmental Law; and (c)
     any other chemical, material or substance, exposure to which is prohibited,
     limited or regulated by any Governmental Authority.

          "HEDGE AGREEMENTS" shall mean interest rate swap, cap or collar
     agreements, interest rate future or option contracts, currency swap
     agreements, currency future or option contracts and other similar
     agreements entered into by the Borrower in order to protect the Borrower or
     any of the Restricted Subsidiaries against fluctuations in interest rates
     or currency exchange rates.

          "INDEBTEDNESS" of any Person shall mean (a) all indebtedness of such
     Person for borrowed money, (b) the deferred purchase price of assets or
     services that in accordance

<PAGE>

                                                                              17

     with GAAP would be shown on the liability side of the balance sheet of such
     Person, (c) the face amount of all letters of credit issued for the account
     of such Person and, without duplication, all drafts drawn thereunder, (d)
     all Indebtedness of a second Person secured by any Lien on any property
     owned by such first Person, whether or not such Indebtedness has been
     assumed, (e) all Capitalized Lease Obligations of such Person, (f) all
     obligations of such Person under interest rate swap, cap or collar
     agreements, interest rate future or option contracts, currency swap
     agreements, currency future or option contracts and other similar
     agreements and (g) without duplication, all Guarantee Obligations of such
     Person, PROVIDED that Indebtedness shall not include trade payables and
     accrued expenses, in each case arising in the ordinary course of business.

          "INTEREST PERIOD" shall mean, with respect to any Term Loan or
     Revolving Credit Loan, the interest period applicable thereto, as
     determined pursuant to Section 2.9.

          "INVENTORY REDUCTION IMPACT" shall mean, for any period, the aggregate
     amount of increase in cost of goods sold resulting from a planned reduction
     in inventory during such period, relative to the aggregate cost of goods
     sold that would have been in effect but for the effect of such planned
     reduction, PROVIDED that the aggregate amount of Inventory Reduction Impact
     shall not exceed (a) $20,000,000 from the Original Closing Date to the
     Tranche C Term Loan Maturity Date and (b) $10,000,000 in any one fiscal
     year.

          "JUNIOR PREFERRED STOCK" shall mean the Borrower's Junior
     Cumulative Pay-in-Kind Preferred Stock, par value $0.01 per share.

          "KKR" shall mean each of Kohlberg Kravis Roberts & Co., L. P. and KKR
     Associates, L.P.

          "L/C MATURITY DATE" shall mean the date that is five Business Days
     prior to the Revolving Credit Maturity Date.

          "L/C PARTICIPANT" shall have the meaning provided in Section 3.3(a).

          "L/C PARTICIPATION" shall have the meaning provided in Section 3.3(a).

          "LENDER" shall have the meaning provided in the preamble to this
     Agreement.

          "LENDER DEFAULT" shall mean (a) the failure (which has not been cured)
     of a Lender to make available its portion of any Borrowing or to fund its
     portion of any unreimbursed payment under Section 3.3 or (b) a Lender
     having notified the Administrative Agent and/or the Borrower that it does
     not intend to comply with the obligations under Section 2.1(b), 2.1(d) or
     3.3, in the case of either clause (a) or clause (b) above, as a result of
     the appointment of a receiver or conservator with respect to such Lender at
     the direction or request of any regulatory agency or authority.

          "LETTER OF CREDIT" shall mean each standby letter of credit issued
     pursuant to Section 3.1.

          "LETTER OF CREDIT COMMITMENT" shall mean $25,000,000, as the same
     may be reduced from time to time pursuant to Section 3.1.

          "LETTER OF CREDIT EXPOSURE" shall mean, with respect to any Lender,
     such Lender's Revolving Credit Commitment Percentage of the Letter of
     Credit Outstanding.


<PAGE>

                                                                              18

          "LETTER OF CREDIT FEE" shall have the meaning provided in Section
     4.1(b).

          "LETTER OF CREDIT ISSUER" shall mean Chase, any of its Affiliates or
     any successor pursuant to Section 3.6.

          "LETTER OF CREDIT OUTSTANDING" shall mean, at any time, the sum of,
     without duplication, (a) the aggregate Stated Amount of all outstanding
     Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in
     respect of all Letters of Credit.

          "LETTER OF CREDIT REQUEST" shall have the meaning provided in Section
     3.2.

          "LEVEL I STATUS" shall mean, on any date, the Consolidated Total Debt
     to Consolidated EBITDA Ratio is greater than or equal to 6.00:1.00 as of
     such date.

          "LEVEL II STATUS" shall mean, on any date, the circumstance that Level
     I Status does not exist and the Consolidated Total Debt to Consolidated
     EBITDA Ratio is greater than or equal to 5.50:1.00 as of such date.

          "LEVEL III STATUS" shall mean, on any date, the circumstance that
     neither Level I Status nor Level II Status exists and the Consolidated
     Total Debt to Consolidated EBITDA Ratio is greater than or equal to
     5.00:1.00 as of such date.

          "LEVEL IV STATUS" shall mean, on any date, the circumstance that none
     of Level I Status, Level II Status or Level III Status exists and the
     Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or
     equal to 4.50:1.00 as of such date.

          "LEVEL V STATUS" shall mean, on any date, the circumstance that none
     of Level I Status, Level II Status, Level III Status or Level IV Status
     exists and the Consolidated Total Debt to Consolidated EBITDA Ratio is
     greater than or equal to 4.00:1.00 as of such date.

          "LEVEL VI STATUS" shall mean, on any date, the circumstance that none
     of Level I Status, Level II Status, Level III Status, Level IV Status or
     Level V Status exists and the Consolidated Total Debt to Consolidated
     EBITDA Ratio is greater than or equal to 3.25:1.00 as of such date.

          "LEVEL VII STATUS" shall mean, on any date, the circumstance that the
     Consolidated Total Debt to Consolidated EBITDA Ratio is less than 3.25:1.00
     as of such date.

          "LIEN" shall mean any mortgage, pledge, security interest,
     hypothecation, assignment, lien (statutory or other) or similar encumbrance
     (including any agreement to give any of the foregoing, any conditional sale
     or other title retention agreement or any lease in the nature thereof).

          "LOAN" shall mean any Revolving Credit Loan, Swingline Loan or Term
     Loan made or continued by any Lender hereunder.

          "MANAGEMENT GROUP" shall mean, at any time, the Chairman o f the
     Board, the President, any Executive Vice President or Vice President, the
     Treasurer and the Secretary of the Borrower at such time.

          "MANDATORY BORROWING" shall have the meaning provided in
     Section2.1(d).


<PAGE>

                                                                              19

          "MARGIN STOCK" shall have the meaning provided in Regulation U.

          "MATERIAL ADVERSE CHANGE" shall mean any change in the business,
     assets, operations, properties or financial condition of the Borrower and
     its Subsidiaries taken as a whole that would materially adversely affect
     the ability of the Borrower and the other Credit Parties taken as a whole
     to perform their obligations under this Agreement and the other Credit
     Documents taken as a whole.

          "MATERIAL ADVERSE EFFECT" shall mean a circumstance or condition
     affecting the business, assets, operations, properties or financial
     condition of the Borrower and its Subsidiaries taken as a whole that would
     materially adversely affect (a) the ability of the Borrower and the other
     Credit Parties taken as a whole to perform their obligations under this
     Agreement and the other Credit Documents taken as a whole or (b) the rights
     and remedies of the Administrative Agent and the Lenders under this
     Agreement and the other Credit Documents taken as a whole.

          "MATERIAL SUBSIDIARY" shall mean, at any date of determination, any
     Restricted Subsidiary of the Borrower (a) whose total assets at the last
     day of the Test Period ending on the last day of the most recent fiscal
     period for which Section 9.1 Financials have been delivered were equal to
     or greater than 5% of the consolidated total assets of the Borrower and the
     Restricted Subsidiaries at such date or (b) whose gross revenues for such
     Test Period were equal to or greater than 5% of the consolidated gross
     revenues of the Borrower and the Restricted Subsidiaries for such period,
     in each case determined in accordance with GAAP.

          "MATURITY DATE" shall mean the Tranche B Maturity Date, the Tranche C
     Maturity Date or the Revolving Credit Maturity Date.

          "MINIMUM BORROWING AMOUNT" shall mean (a) with respect to a Borrowing
     of Term Loans or Revolving Credit Loans, $1,000,000 and (b) with respect to
     a Borrowing of Swingline Loans, $100,000.

          "MINORITY INVESTMENT" shall mean any Person (other than a Subsidiary)
     in which the Borrower or any Restricted Subsidiary owns capital stock or
     other equity interests.

          "MOODY'S" shall mean Moody's Investors Service, Inc. or any successor
     by merger or consolidation to its business.

          "NET CASH PROCEEDS" shall mean, with respect to any Prepayment Event
     or any issuance by the Borrower of equity securities, (a) the gross cash
     proceeds (including payments from time to time in respect o f installment
     obligations, if applicable) received by or on behalf of the Borrower or any
     of the Restricted Subsidiaries in respect of such Prepayment Event or
     issuance, as the case may be, less (b) the sum of

               (i) in the case of any Prepayment Event, the amount, if any, of
          all taxes paid or estimated to be payable by the Borrower or any of
          the Restricted Subsidiaries in connection with such Prepayment Event,

               (ii) in the case of any Prepayment Event, the amount of any
          reasonable reserve established in accordance with GAAP against any
          liabilities (other than any taxes deducted pursuant to clause @ above)
          (A) associated with the assets that are the subject of such Prepayment
          Event and (B) retained by the Borrower or any of


<PAGE>

                                                                              20

          the Restricted Subsidiaries, PROVIDED that the amount of any
          subsequent reduction of such reserve (other than in connection with a
          payment in respect of any such liability) shall be deemed to be Net
          Cash Proceeds of such a Prepayment Event occurring on the date of such
          reduction,

               (iii) in the case of any Prepayment Event, the amount o f any
          Indebtedness secured by a Lien on the assets that are the subject of
          such Prepayment Event to the extent that the instrument creating or
          evidencing such Indebtedness requires that such Indebtedness be repaid
          upon consummation of such Prepayment Event,

               (iv) in the case of any Asset Sale Prepayment Event, the amount
          of any proceeds of such Asset Sale Prepayment Event that the Borrower
          has reinvested (or intends t o reinvest within one year o f the data
          of such Asset S ale Prepayment Event) in the business of the Borrower
          or any of the Restricted Subsidiaries (subject to Section 9.14),
          PROVIDED that any portion of such proceeds that has not been so
          reinvested within such one-year period shall (x) be deemed to be Net
          Cash Proceeds of an Asset Sale Prepayment Event occurring on the last
          day of such one-year period and (y) be applied to the repayment of
          Term Loans in accordance with Section 5.2(a)(i), PROVIDED FURTHER
          that, for purposes of the preceding proviso, such one-year period
          shall be extended by up to twelve months from the last day of such
          one-year period so long as (A) such proceeds are to be reinvested
          within such additional twelve-month period under the Borrower's
          business plan as most recently adopted in good faith by its Board of
          Directors and (B) the Borrower believes in good faith that such
          proceeds will be so reinvested within such additional twelve-month
          period, and

               (v) in the case of any Prepayment Event or any issuance by the
          Borrower of equity securities, reasonable and customary fees,
          commissions, expenses, issuance costs, discounts and other costs paid
          by the Borrower or any of the Restricted Subsidiaries in connection
          with such Prepayment Event or issuance, as the case may be (other than
          those payable to the Borrower or any Subsidiary of the Borrower), in
          each case only to the extent not already deducted m arriving at the
          amount referred to in clause (a) above.

          "1998 TRANSACTION EXPENSES" shall mean any fees or expenses incurred
     or paid by the Borrower or any of its Subsidiaries in connection with the
     Recapitalization, the financing therefor and the other transactions
     contemplated thereby and by the Original Credit Agreement.

          "1999 JUNIOR PREFERRED STOCK" shall mean the Borrower's Series B
     Junior Cumulative Preferred Stock issued to Borden in connection with the
     Equity Contribution.

          "NON-DEFAULTING LENDER" shall mean and include each Lender other than
     a Defaulting Lender.

          "NON-EXCLUDED TAXES" shall have the meaning provided in Section
     5.4(a).

          "NOTICE OF BORROWING" shall have the meaning provided in Section 2.3.

          "NOTICE OF CONVERSION OR CONTINUATION" shall have the meaning provided
     in Section 2.6.


<PAGE>

                                                                              21

          "OBLIGATIONS" shall mean all monetary amounts of every type or
     description at any time owing to the Administrative Agent, any Lender or,
     in the case of Hedge Agreements, any affiliate of a Lender pursuant to the
     terms of this Agreement, any other Credit Document or any Hedge Agreement.

          "ORIGINAL CLOSING DATE" shall mean April 8, 1998.

          "ORIGINAL CREDIT AGREEMENT" shall have the meaning specified in the
     introductory statement hereto.

          "PARTICIPANT" shall have the meaning provided in Section 13.6(a)(ii).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
     pursuant to Section 4002 of ERISA, or any successor thereto.

          "PERMITTED ACQUISITION" shall mean the acquisition, by merger or
     otherwise, by the Borrower or any of the Restricted Subsidiaries of assets
     or capital stock or other equity interests, including the First Acquisition
     and the Second Acquisition, so long as (a) such acquisition and all
     transactions related thereto shall be consummated in accordance with
     applicable law; (b) such acquisition shall, in the case of the acquisition
     of capital stock or other equity interests by the Borrower or any
     Restricted Domestic Subsidiary, result in the issuer of such capital stock
     or other equity interests becoming a Restricted Domestic Subsidiary and a
     direct Restricted Domestic Subsidiary in the case of such an acquisition by
     the Borrower; (c) after giving effect to such acquisition, no Default or
     Event of Default shall have occurred and be continuing; and (d) the
     Borrower shall be in compliance, on a pro forma basis after giving effect
     to such acquisition (including any Indebtedness assumed or permitted to
     exist or incurred pursuant to Sections 10.10) and 10.1(k), respectively,
     and any related Pro Forma Adjustment), with the covenants set forth in
     Sections 10.9, 10.10 and 10.1 1, a s such covenants are recomputed as at
     the last day o f the most recently ended Test Period under such Sections as
     if such acquisition had occurred on the first day of such Test Period.

          "PERMITTED INVESTMENTS" shall mean (a) securities issued or
     unconditionally guaranteed by the United States government or any agency or
     instrumentality thereof, in each case having maturities of not more than 24
     months from the date of acquisition thereof; (b) securities issued by any
     state of the United States of America or any political subdivision of any
     such state or any public instrumentality thereof or any political
     subdivision of any such state or any public instrumentality thereof having
     maturities of not more than 24 months from the date of acquisition thereof
     and, at the time of acquisition, having an investment grade rating
     generally obtainable from either S &P or Moody's (or, if at any time
     neither S&P nor Moody's shall be rating such obligations, then from another
     nationally recognized rating service); (c) commercial paper issued by any
     Lender or any bank holding company owning any Lender; (d) commercial paper
     maturing no more than 12 months after the date of creation thereof and, at
     the time of acquisition, having a rating of at least A-2 or P-2 from either
     S&P or Moods (or, if at any time neither S&P nor Moody's shall be rating
     such obligations, an equivalent rating from another nationally recognized
     rating service); (e) domestic and eurodollar certificates of deposit or
     bankers' acceptances maturing no more than two years after the date of
     acquisition thereof issued by any Lender or any other bank having combined
     capital and surplus of not less than $250, 000, 000 in the case o f
     domestic banks and $100, 000, 000 (or the dollar equivalent thereof) in the
     case of foreign banks; (f) repurchase agreements with a term of not more
     than 30 days for underlying securities of the type described in clauses
     (a), (b) and (e)


<PAGE>

                                                                              22

     above entered into with any bank meeting the qualifications specified in
     clause (e) above or securities dealers of recognized national standing; (g)
     shares of investment companies that are registered under the Investment
     Company Act of 1940 and invest solely in one or more of the types of
     securities described in clauses (a) through (f) above; and (h) in the case
     of investments by any Restricted Foreign Subsidiary, other customarily
     utilized highquality investments in the country where such Restricted
     Foreign Subsidiary is located.

          "PERMITTED LIENS" shall mean (a) Liens for taxes, assessments or
     governmental charges or claims not yet due or which are being contested in
     good faith and by appropriate proceedings for which appropriate reserves
     have been established in accordance with GAAP; (b) Liens in respect of
     property or assets of the Borrower or any of its Subsidiaries imposed by
     law, such as carriers', warehousemen's and mechanics' Liens and other
     similar Liens arising in the ordinary course of business, in each case so
     long as such Liens arise in the ordinary course o f business and do not
     individually or in the aggregate have a Material Adverse Effect; (c) Liens
     arising from judgments or decrees in circumstances not constituting an
     Event of Default under Section 11.9; (d) Liens incurred or deposits made in
     connection with workers' compensation, unemployment insurance and other
     types of social security, or to secure the performance of lenders,
     statutory obligations, surety and appeal bonds, bids, leases, government
     contracts, performance and return-of-money bonds and other similar
     obligations incurred in the ordinary course of business; (e) ground leases
     in respect of real property on which facilities owned or leased by the
     Borrower or any of its Subsidiaries are located; (f) easements,
     rights-of-way, restrictions, minor defects or irregularities in title and
     other similar charges or encumbrances not interfering in arty material
     respect with the business of the Borrower and its Subsidiaries taken as a
     whole; (g) any interest or title of a lessor or secured by a lessor's
     interest under any lease permitted by this Agreement; (h) Liens in favor of
     customs and revenue authorities arising as a matter of law to secure
     payment of customs duties in connection with the importation of goods; (i)
     Liens on goods the purchase price of which is financed by a documentary
     letter of credit issued for the account of the Borrower or any of its
     Subsidiaries, PROVIDED that such Lien secures only the obligations of the
     Borrower or such Subsidiaries in respect of such letter of credit to the
     extent permitted under Section 10.1; and (j) leases or subleases granted to
     others not interfering in any material respect with the business of the
     Borrower and its Subsidiaries, taken as a whole.

          "PERMITTED SALE LEASEBACK" shall mean any Sale Leaseback consummated
     by the Borrower or any of the Restricted Subsidiaries after the Original
     Closing Date, PROVIDED that such Sale Leaseback is consummated for fair
     value as determined at the time of consummation in good faith by the
     Borrower and, in the case of any Permitted Sale Leaseback (or series of
     related Permitted Sales Leasebacks) the aggregate proceeds of which exceed
     $20,000,000, the Board of Directors of the Borrower (which such
     determination may take into account any retained interest or other
     investment of the Borrower or such Restricted Subsidiary in connection
     with, and any other material economic terms of, such Sale Leaseback).

          "PERSON" shall mean any individual, partnership, joint venture, firm,
     corporation, limited liability company, association, trust or other
     enterprise or any Governmental Authority.

          "PLAN" shall mean any multiemployer or single-employer plan, as
     defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is
     or was


<PAGE>

                                                                              23

     within any of the preceding five plan years maintained or contributed to by
     (or to which there is or was an obligation to contribute or to make
     payments of) the Borrower, a Subsidiary or an ERISA Affiliate.

          "PLEDGE AGREEMENT" shall mean and include the Pledge Agreement, dated
     as of April 9, 1998, attached hereto as Exhibit B, entered into by the
     Borrower, the other pledgors party thereto and the Administrative Agent for
     the benefit of the Lenders as the same may be amended, supplemented or
     otherwise modified from time to time.

          "PLEDGED SUBSIDIARY" shall mean, at any date of determination, any
     Domestic Subsidiary of the Borrower all the capital stock of which has been
     pledged to the Administrative Agent, for the benefit of the Lenders, on
     such date in accordance with Section 9.12.

          "PREPAYMENT EVENT" shall mean any Asset Sale Prepayment Event, Debt
     Incurrence Prepayment Event or any Permitted Sale Leaseback.

          "PRIME RATE" shall mean the rate of interest per annum publicly
     announced from time to time by the Administrative Agent as its reference
     rate in effect at its principal office in New York City (the Prime Rate not
     being intended to be the lowest rate of interest charged by Chase in
     connection with extensions of credit to debtors).

          "PRO FORMA ADJUSTMENT" shall mean, for any test period that includes
     any of the six fiscal quarters first following any Permitted Acquisition,
     with respect to the Acquired EBITDA of the applicable Acquired Entity or
     Business, the pro forma increase or decrease in such Acquired EBITDA
     projected by the Borrower in good faith as a result of reasonably
     identifiable and supportable net cost savings or additional net costs, as
     the case may be, realizable during such period by combining the operations
     of such Acquired Entity or Business with the operations of the Borrower and
     its Subsidiaries, PROVIDED that so long as such net cost savings or
     additional net costs will be realizable at any time during such period, it
     maybe assumed, for purposes of projecting such pro forma increase or
     decrease to such Acquired E BIT DA, that such net cost savings or
     additional net costs will be realizable during the entire such period,
     PROVIDED FURTHER that any such pro forma increase or decrease to such
     Acquired EBITDA shall be without duplication for net cost savings or
     additional net costs actually realized during such period and already
     included in such Acquired EBITDA.

          "PRO FORMA ADJUSTMENT CERTIFICATE" shall mean any certificate of an
     Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or
     setting forth the information described in clause (iv) to Section 9.1(d).

          "REAFFIRMATION AGREEMENT" shall mean and include the Reaffirmation
     Agreement, entered into by the Borrower, the Guarantors party thereto and
     the Administrative Agent for the benefit of the Lenders, substantially in
     the form of Exhibit I, as the same may be amended, supplemented or
     otherwise modified from time to time.

          "RECAPITALIZATION" shall mean the Recapitalization of the Borrower
     pursuant to the Recapitalization Agreement.

          "REVITALIZATION AGREEMENT" shall mean the Recapitalization Agreement
     dated March 2, 1998, among Corning Incorporated, the Borrower, CCPC and
     Borden, as the same may be amended, supplemented or otherwise modified from
     time to time.


<PAGE>

                                                                              24

          "REFERENCE LENDER" shall mean Chase.

          "REGISTER" shall have the meaning provided in Section 13.6(c).

          "REGULATION D" shall mean Regulation D of the Board as from time to
     time in effect and any successor to all or a portion thereof establishing
     reserve requirements.

          "REGULATION T" shall mean Regulation T of the Board as from time to
     time in effect and any successor to all or a portion thereof establishing
     margin requirements.

          "REGULATION U" shall mean Regulation U of the Board as from time to
     time in effect and any successor to all or a portion thereof establishing
     margin requirements.

          "REGULATION X" shall mean Regulation X of the Board as from time to
     time in effect and any successor to all or a portion thereof establishing
     margin requirements.

          "REMAINING EQUITY" shall mean all the Borrower Common Stock that (a)
     is in existence on the Original Closing Date after giving effect to the
     Recapitalization and (b) is not beneficially owned, directly or indirectly,
     by Borden, KKR, KKR's Affiliates or the Management Group on the Original
     Closing Date pursuant to the 1998 management equity plan, including any
     additional Borrower Common Stock or other capital stock or equity interests
     in the Borrower issued in respect of such Borrower Common Stock in
     existence on the Original Closing Date as a result of a stock split,
     recapitalization, merger, combination, consolidation or otherwise, but
     excluding any management equity plan or stock option plan or similar
     agreement.

          "REPAYMENT AMOUNT" shall mean any Tranche B Repayment Amount or any
     Tranche C Repayment Amount.

          "REPAYMENT DATE" shall mean a Tranche B Repayment Date or a Tranche C
     Repayment Date.

          "REPLACEMENT PREFERRED STOCK" shall mean preferred stock of the
     Borrower that (a) is issued in exchange for, or to replace or refinance,
     all or a portion of the Junior Preferred Stock and (b) may include, at the
     election of the Borrower, (i) provisions for required cash dividends (at a
     rate per annum not in excess of 12%), (ii) provisions for transferability,
     (iii) provisions for voting rights and/or board representation upon the
     occurrence of non-payment of dividends and (iv) such other terms as the
     Administrative Agent shall be reasonably satisfied are at least as
     advantageous to the Lenders in all respects material to their interests as
     the terms of the Junior Preferred Stock.

          "REPORTABLE EVENT" shall mean an event described in Section 4043 of
     ERISA and the regulations thereunder.

          "REQUIRED LENDERS" shall mean, at any date, (a) Non Defaulting Lenders
     having or holding a majority of the sum of (i) the Adjusted Total Revolving
     Credit Commitment at such date, (ii) the Adjusted Total Term Loan
     Commitment at such date and (iii) the outstanding principal amount of the
     Term Loans (excluding the Term Loans held by Defaulting Lenders) at such
     data or (b) if the Total Revolving Credit Commitment and the Total Term
     Loan Commitment have been terminated or for the purposes of acceleration
     pursuant to Section 11, the holders (excluding Defaulting Lenders) of a
     majority of the outstanding principal amount of the Loans and Letter of
     Credit Exposures (excluding the


<PAGE>

25

     Loans and Letter of Credit Exposures of Defaulting Lenders) in the
     aggregate at such date.

          "REQUIRED REVOLVING CREDIT LENDERS" shall mean, at any date, (a)
     Non-Defaulting Lenders having or holding a majority of the Adjusted Total
     Revolving Credit Commitment at such date or (b) if the Total Revolving
     Credit Commitment has been terminated, the holders (excluding Defaulting
     Lenders) of a majority of the outstanding principal amount of the Revolving
     Credit Loans and Letter of Credit Exposures (excluding the Loans and Letter
     of Credit Exposures of Defaulting Lenders) in the aggregate at such date.

          "REQUIRED TERM LOAN LENDERS" shall mean, at any date, (a)
     Non-Defaulting Lenders having or holding a majority of the sum of (i) the
     Adjusted Total Term Loan Commitment at such date and (ii) the outstanding
     principal amount of the Term Loans (excluding the Term Loans held by
     Defaulting Lenders) in the aggregate at such date or (b) if the Total Term
     Loan Commitment has been terminated or for the purposes of acceleration
     pursuant to Section 11 , the holders (excluding Defaulting Lenders) o f a
     majority of the outstanding principal amount of the Term Loans (excluding
     the Term Loans of Defaulting Lenders) in the aggregate at such date.

          "REQUIREMENT OF LAW" shall mean, as to any Person, the Certificate of
     Incorporation and by-laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator or a court or other Governmental Authority, in each case
     applicable to or binding upon such Person or any of its property or assets
     or to which such Person or any of its property or assets is subject.

          "RESTATEMENT DATE" shall mean the date on which the conditions
     specified in Section 6.1 are satisfied (or waived in accordance with
     Section 13.1).

          "RESTRICTED DOMESTIC SUBSIDIARY" shall mean each Restricted Subsidiary
     that is also a Domestic Subsidiary.

          "RESTRICTED FOREIGN SUBSIDIARY" shall mean any Foreign Subsidiary that
     is also a Restricted Subsidiary.

          "RESTRICTED SUBSIDIARY" shall mean any Subsidiary of the Borrower
     other than an Unrestricted Subsidiary.

          "REVOLVING CREDIT COMMITMENT" shall mean, (a) with respect to each
     Lender that is a Lender on the date hereof the amount set forth opposite
     such Lender's name on Schedule 1.1 as such Lender's "Revolving Credit
     Commitment" and (b) in the case of any Lender that becomes a Lender after
     the date hereof, the amount specified as such Lender's "Revolving Credit
     Commitment" in the Assignment and Acceptance pursuant to which such Lender
     assumed a portion of the Total Revolving Credit Commitment, in each case as
     the same may be changed from time to time pursuant to the terms hereof.

          "REVOLVING CREDIT COMMITMENT PERCENTAGE" shall mean at any time, for
     each Lender, the percentage obtained by dividing such Lender's Revolving
     Credit Commitment by the Total Revolving Credit Commitment, PROVIDE that at
     any time when the Total Revolving Credit Commitment shall have been
     terminated, each Lender's Revolving Credit Commitment Percentage shall be
     its Revolving Credit Commitment Percentage as m effect immediately prior to
     such termination.


<PAGE>

                                                                              26

          "REVOLVING CREDIT LOAN" shall have the meaning provided in Section
     2.1.

          "REVOLVING CREDIT MATURITY DATE" shall mean the date that is seven
     years after the Original Closing Date, or, if such date is not a Business
     Day, the next preceding Business Day.

          "SALE LEASEBACK" shall mean any transaction or series of related
     transactions pursuant to which the Borrower or any of the Restricted
     Subsidiaries (a) sells, transfers or otherwise disposes of any property,
     real or personal, whether now owned or hereafter acquired, and (b) as part
     of such transaction, thereafter rents or leases such property or other
     property that it intends to use for substantially the same purpose or
     purposes as the property being sold, transferred or disposed.

          "S&P" shall mean Standard & Pool's Ratings Service or any successor by
     merger or consolidation to its business.

          "SEC" shall mean the Securities and Exchange Commission or any
     successor thereto.

          "SECOND ACQUISITION" shall have the meaning provided in the
     introductory statement hereto.

          "SECOND ACQUISITION AGREEMENT" shall have the meaning provided in the
     introductory statement hereto.

          "SECTION 9.1 FINANCIALS" shall mean the financial statements
     delivered, or required to be delivered, pursuant to Section 9.1(a) or (b)
     together with the accompanying officer's certificate delivered, or required
     to be delivered, pursuant to Section 9.1(e).

          "SOLD ENTITY OR BUSINESS" shall have the meaning provided in the
     definition of the term "Consolidated EBITDA".

          "SPECIFIED SUBSIDIARY" shall mean, at any date of determination, (a)
     any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total
     assets at the last day of the Test Period ending on the last day of the
     most recent fiscal period for which Section 9.1 Financials have been
     delivered were equal to or greater than 15% of the consolidated total
     assets of the Borrower and its Subsidiaries at such date or (ii) whose
     gross revenues for such Test Period were equal to or greater than 15% of
     the consolidated gross revenues of the Borrower and its Subsidiaries for
     such period, in each case determined in accordance with GAAP.

          "STATED AMOUNT" of any Letter of Credit shall mean the maximum amount
     from time to time available to be drawn thereunder, determined without
     regard to whether any conditions to drawing could then be met.

          "STATUS" shall mean, as to the Borrower as of any date, the existence
     of Level I Status, Level II Status, Level III Status, Level IV Status,
     Level V Status, Level VI Status or Level VII Status, as the case may be, on
     such date. Changes in Status resulting from changes in the Consolidated
     Total Debt to Consolidated EBITDA Ratio shall become effective (the date of
     such effectiveness, the "EFFECTIVE DATE") as of the first day following the
     last day of the most recent fiscal year or period for which (a) Section 9.1
     Financials are delivered to the Lenders under Section 9.1 and (b) an
     officer's certificate is delivered by the Borrower to the Lenders setting
     forth, with respect to such Section 9.1 Financials, the


<PAGE>

                                                                              27

     then-applicable Status, and shall remain in effect until the next change to
     be effected pursuant to this definition, PROVIDED that (i) if the Borrower
     shall have made any payments in respect of interest or commitment fees
     during the period (the "INTERIM PERIOD") from and including the Effective
     Date to but excluding the day any change in Status is determined as
     provided above, then the amount of the next such payment due on or after
     such day shall be increased or decreased by an amount equal to any
     underpayment or overpayment so made by the Borrower during such Interim
     Period and (ii) each determination of the Consolidated Total Debt to
     Consolidated EBITDA Ratio pursuant to this definition shall be made with
     respect to the Test Period ending at the end of the fiscal period covered
     by the relevant financial statements.

          "SUBORDINATED LOANS" shall mean the $471,600,000 aggregate principal
     amount of subordinated loans made by Borden and an Affiliate of Borden to
     the Borrower on April 1, 1998, pursuant to the Subordinated Promissory
     Notes.

          "SUBORDINATED NOTE INDENTURE" shall mean the Indenture between the
     Borrower and HSB C, pursuant to which the Subordinated Note s were issued,
     as the same may be amended, supplemented or otherwise modified from time to
     time.

          "SUBORDINATED NOTES" shall mean the $200,000,000 aggregate principal
     amount of Senior Subordinated Notes due 2008 of the Borrower (a) issued
     pursuant to the Subordinated Note Indenture and (b) bearing a rate of
     interest of 9 5/8%

          "SUBORDINATED PROMISSORY NOTES" shall mean the collective reference to
     (a) the Subordinated Promissory Note dated April 1, 1998, between the
     Borrower, as Maker, and Borden, as Lender, and (b) the Subordinated
     Promissory Note dated April 1, 1998, between the Borrower, as Maker, and BW
     Holdings, LLC, as Lender.

          "SUBSIDIARY" of any Person shall mean and include (a) any corporation
     more than 50% of whose stock of any class or classes having by the terms
     thereof ordinary voting power to elect a majority of the directors of such
     corporation (irrespective of whether or not at the time stock of any class
     or classes of such corporation shall have or might have voting power by
     reason of the happening of any contingency) is at the time owned by such
     Person directly or indirectly through Subsidiaries and (b) any partnership,
     association, joint venture or other entity in which such Person directly or
     indirectly through Subsidiaries has more than a 50% equity interest at the
     time. Unless otherwise expressly provided, all references herein to a
     "Subsidiary" shall mean a Subsidiary of the Borrower. For purposes of the
     representations and warranties made herein on the Restatement Date, the
     term 'Subsidiary' shall be deemed to include each of the First Target and
     its subsidiaries and the Second Target and its subsidiaries.

          "SWINGLINE COMMITMENT" shall mean $25,000,000.

          "SWINGLINE LOANS" shall have the meaning provided in Section 2.1(c).

          "SWINGLINE MATURITY DATE" shall mean, with respect to any Swingline
     Loan, the date that is five Business Days prior to the Revolving Credit
     Maturity Date.

          "SYNDICATION AGENT" shall mean Citibank, N.A. together with its
     affiliates, as the syndication agent for the Lenders under this Agreement
     and the other Credit Documents.

          "TERM LOAN" shall mean any Tranche B Term Loan or Tranche C Term Loan.


<PAGE>

                                                                              28

          "TERM LOAN COMMITMENT" shall mean, with respect to each Lender, such
     Lender's Tranche B Term Loan Commitment and Tranche C Term Loan Commitment.

          "TEST PERIOD" shall mean, for any determination under this Agreement,
     the four consecutive fiscal quarters of the Borrower then last ended.

          "THREE-MONTH SECONDARY CD RATE" shall mean, for any day, the secondary
     market rate, expressed as a per annum rate, for three-month certificates of
     deposit reported as being in effect on such day (or, if such day shall not
     be a Business Day, the next preceding Business Day) by the Board through
     the public information telephone fine of the Federal Reserve Bank of New
     York (which rate will, under the current practices of the Board, be
     published in Federal Reserve Statistical Release H.15(519) during the week
     following such day), or, if such rate shall not be so reported on such day
     or such next preceding Business Day, the average of the secondary market
     quotations for three-month certificates of deposit of major money center
     banks in New York City received at approximately 10:00 A.M., New York time,
     on such day (or, if such day shall not be a Business Day, on the next
     preceding Business Day) by the Administrative Agent from three New York
     City negotiable certificate of deposit dealers of recognized standing
     selected by it.

          "TOTAL COMMITMENT" shall mean the sum of the Total Term Loan
     Commitment and the Total Revolving Credit Commitment.

          "TOTAL CREDIT EXPOSURE" shall mean, at any date, the sum of (a) the
     Total Revolving Credit Commitment at such date, (b) the Total Term Loan
     Commitment at such date and (c) the outstanding principal amount of all
     Term Loans at such date.

          "TOTAL REVOLVING CREDIT COMMITMENT" shall mean the sum of the
     Revolving Credit Commitments of all the Lenders.

          "TOTAL TERM LOAN COMMITMENT" shall mean the sum of the Term Loan
     Commitments of all the Lenders.

          "TRANCHE B REPAYMENT DATE" shall have the meaning provided in Section
     2.5(b)(i).

          "TRANCHE B TERM LOAN" shall mean any loans made to the Borrower by any
     Lender on the Original Closing Date, pursuant to such Lender's Tranche B
     Commitment.

          "TRANCHE B TERM LOAN COMMITMENT" shall mean, with respect to each
     Lender, the commitment, if any, of such Lender to make a Tranche B Term
     Loan on the Original Closing Date pursuant to Section 2.1 of the original
     Credit Agreement.

          "TRANCHE B TERM LOAN MATURITY DATE" shall mean the date that is eight
     years and six months after the Original Closing Date, or, if such Date is
     not a Business Day, the next preceding Business Day.

          "TRANCHE C REPAYMENT AMOUNT" shall have the meaning provided in
     Section 2.5(b)(ii).

          "TRANCHE C REPAYMENT DATE" shall have the meaning provided in Section
     2.5 (b)(f).

          "TRANCHE C TERM LOAN" shall have the meaning provided in Section 2.1.


<PAGE>

                                                                              29

          "TRANCHE C TERM LOAN COMMITMENT" shall mean, (a) in the case of each
     Lender that is a Lender on the date hereof, the amount set forth opposite
     such Lender's name on Schedule 1.1 as such Lender's "Tranche C Term Loan
     Commitment" and (b) in the case of any Lender that becomes a Lender after
     the date hereof the amount specified as such Lender's "Tranche C Term Loan
     Commitment" in the Assignment and Acceptance pursuant to which such Lender
     assumed a portion of the Total Term Loan Commitment, in each case as the
     same may be changed from time to time pursuant to the terms hereof.

          "TRANCHE C TERM LOAN MATURITY" shall mean April 9, 2007, or, if SUCH
     Date is not a Business Day, the next preceding Business Day.

          "TRANSACTION EXPENSES" shall mean any fees or expenses incurred or
     paid by the Borrower or any of its Subsidiaries in connection with the
     Acquisitions, the financing therefor and the other transactions
     contemplated hereby and thereby.

          "TRANSFEREE" shall have the meaning provided in Section 13.6(e).

          "TERM" shall mean (a) as to any Term Loan, its nature as an ABR Loan
     or a Eurodollar Term Loan and (b) as to any Revolving Credit Loan, its
     nature as an ABR Loan or a Eurodollar Revolving Credit Loan.

          "UNFOUNDED CURRENT LIABILITY" of any Plan shall mean the amount, if
     any, by which the present value of the accrued benefits under the Plan as
     of the close of its most recent plan year, determined in accordance with
     Statement of Financial Accounting Standards No. 87 as in effect on the date
     hereof, based upon the actuarial assumptions that would be used by the
     Plan's actuary in a termination of the Plan, exceeds the fair market value
     of the assets allocable thereto.

          "UNPAID DRAWING" shall have the meaning provided in Section 3.4(a).

          "UNRESTRICTED SUBSIDIARY" shall mean (a) any Subsidiary of the
     Borrower that is formed or acquired after the Original Closing Date,
     PROVIDEd that at such time (or promptly thereafter) the Borrower designates
     such Subsidiary an Unrestricted Subsidiary in a written notice to the
     Administrative Agent, (b) any Restricted Subsidiary on the Original Closing
     Date subsequently re-designated as an Unrestricted Subsidiary by the
     Borrower in a written notice to the Administrative Agent, PROVIDED that
     such redesignation shall be deemed to be an investment on the date of such
     re-designation in an Unrestricted Subsidiary in an amount equal to the sum
     of (i) the net worth of such redesignated Restricted Subsidiary immediately
     prior to such re-designation (SUCH net worth to be calculated without
     regard to any Guarantee provided by such re-designated Restricted
     Subsidiary) and (ii) the aggregate principal amount of any Indebtedness
     owed by such re-designated Restricted Subsidiary to the Borrower or any
     other Restricted Subsidiary immediately prior to such re-designation, all
     calculated, except as set forth in the parenthetical to clause (i), on a
     consolidated basis in accordance with GAAP, and (c) each Subsidiary of an
     Unrestricted Subsidiary; PROVIDED, HOWEVER, that (i) at the time of any
     written re-designation by the Borrower to the Administrative Agent of any
     Unrestricted Subsidiary as a Restricted Subsidiary, the Unrestricted
     Subsidiary so redesignated shall no longer constitute an Unrestricted
     Subsidiary, (ii) no Unrestricted Subsidiary may be re-designated as a
     Restricted Subsidiary if a Default or Event of Default would result from
     such re-designation and (iii) no Restricted Subsidiary may be redesignated
     as an Unrestricted Subsidiary if a Default or Event of Default would result
     from such re-designation. On or promptly after the date of its formation,
     acquisition or


<PAGE>

                                                                              30

     re-designation, as applicable, each Unrestricted Subsidiary (other than an
     Unrestricted Subsidiary that is a Foreign Subsidiary) shall have entered
     into a tax sharing agreement containing terms that, in the reasonable
     judgment of the Administrative Agent, provide for an appropriate allocation
     of tax liabilities and benefits.

          "VOTING - STOCK" shall mean, with respect to any Person, shares of
     such Person's capital stock having the right to vote for the election of
     directors of such Person under ordinary circumstances.

          SECTION 2. AMOUNT AND TERMS OF CREDIT.

          2.1 COMMITMENTS. (a) Subject to and upon the terms and conditions
herein set forth, each Lender having a Tranche C Term Loan Commitment severally
agrees to make a loan or loans (each a "TRANCHE C TERM LOAN" and, collectively,
the "TRANCHE C TERM LOANS") to the Borrower, which Tranche C Term Loans (i)
shall be made on the Restatement Date, (ii) may, at the option of the Borrower,
be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar
Term Loans, PROVIDED that all Tranche C Term Loans made by each of the Lenders
pursuant to the same Borrowing shall, unless otherwise specifically provided
herein, consist entirely of Tranche C Term Loans of the same Type, (iii) may be
repaid in accordance with the provisions hereof, but once repaid, may not be
reborrowed, (iv) shall not exceed for any such Lender the Tranche C Term Loan
Commitment of such Lender and (v) shall not exceed in the aggregate the total of
all Tranche C Term Loan Commitments. On the Tranche C Term Loan Maturity Date,
all Tranche C Term Loans shall be repaid in full. On the Tranche B Term Loan
Maturity Date, all Tranche B Term Loans shall be repaid in FULL.

          (b) Subject to and upon the terms and conditions herein set forth,
each Lender having a Revolving Credit Commitment severally agrees to make a loan
or loans (each a "REVOLVING CREDIT LOAN" and, collectively, the "REVOLVING
CREDIT LOANS") to the Borrower, which Revolving Credit Loans (i) shall be made
at any time and from time to time on and after the Restatement Date and prior to
the Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be
incurred and maintained as, and/or converted into, ABR Loans or Eurodollar
Revolving Credit Loans, PROVIDED that all Revolving Credit Loans made by each of
the Lenders pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely o f Revolving Credit Loans o f the same Type,
(iii) may be repaid and reborrowed in accordance with the provisions hereof,
(iv) shall not exceed for any such Lender at any time outstanding that aggregate
principal amount which, when added to the product o f (x) such Lender's
Revolving Credit Commitment Percentage and (y) the sum of (1) the aggregate
Letter of Credit Outstanding at such time and (II) the aggregate principal
amount of all Swingline Loans then outstanding, equals the Revolving Credit
Commitment o f such Lender at such time and (v) shall not, after giving effect
thereto and to the application of the proceeds thereof, exceed for all Lenders
at any time outstanding the aggregate principal amount that, when added to the
sum of (x) the Letter o f Credit Outstanding at such time and (y) the aggregate
principal amount o f all Swingline Loans then outstanding, equals the Total
Revolving Credit Commitment then in effect. On the Revolving Credit Maturity
Date, all Revolving Credit Loans shall be repaid in FULL.

          (c) Subject to and upon the terms and conditions herein set forth,
Chase in its individual capacity agrees, at any time and from time to time on
and after the Restatement Date and prior to the Swingline Maturity Date, to make
a loan or loans (each a "SWINGLINE LOAN" and, collectively, the "SWINGLINE
LOANS") to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii)
shall have the benefit of the provisions of Section 2.1(d), (iii) shall not
exceed at any time outstanding the Swingline Commitment, (iv) shall not, after
giving effect thereto and to the application of the proceeds thereof, exceed in
the aggregate at any time outstanding the principal


<PAGE>

                                                                              31

amount that, when added to the aggregate principal amount of all Revolving
Credit Loans then outstanding and all Letter of Credit Outstanding at such time,
equals the Total Revolving Credit Commitment then in effect and (v) may be
repaid and reborrowed in accordance with the provisions hereof. On the Swingline
Maturity Date, each outstanding Swingline Loan shall be repaid in full. Chase
shall not make any Swingline Loan after receiving a written notice from the
Borrower or any Lender stating that a Default or Event of Default exists and is
continuing until such time as Chase shall have received written notice of (i)
rescission of all such notices from the party or parties originally delivering
such notice or (ii) the waiver of such Default or Event of Default in accordance
with the provisions of Section 13.1.

          (d) On any Business Day, Chase may, in its sole discretion, give
notice to the Lender s that all then-outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Credit Loans, in which case a Borrowing o f
Revolving Credit Loans constituting ABR Loans (each such Borrowing, a "MANDATORY
BORROWING") shall be made on the immediately succeeding Business Day by all
Lenders pro rata based on each Lender's Revolving Credit Commitment Percentage,
and the proceeds thereof shall be applied directly to Chase to repay Chase for
such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make
such Revolving Credit Loans upon one Business Day's notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified to it in writing by Chase notwithstanding (i)
that the amount of the Mandatory Borrowing may not comply with the minimum
amount for each Borrowing specified in Section 2.2, (ii) whether any conditions
specified in Section 7 are then satisfied, (iii) whether a Default o r an Event
o f Default has occurred and is continuing, (iv) the date of such Mandatory
Borrowing or (v) any reduction in the Total Commitment after any such Swingline
Loans were made. In the event that, in the sole judgment of Chase, any Mandatory
Borrowing cannot for any reason be made on the date otherwise required above
(including, without limitation, as a result of the commencement o f a proceeding
under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees
that it shall forthwith purchase from Chase (without recourse or warranty) such
participation of the outstanding Swingline Loans as shall be necessary to cause
the Lenders to share in such Swingline Loans ratably based upon their respective
Revolving Credit Commitment Percentages, PROVIDED that all principal and
interest payable on such Swingline Loans shall be for the account of Chase until
the date the respective participation is purchased and, to the extent
attributable to the purchased participation, shall be payable to the Lender
purchasing same from and after such date of purchase.

          (e) All Tranche B Term Loans and Revolving Credit Loans that are
outstanding immediately prior to the effectiveness of this Agreement on the
Restatement Date shall remain outstanding in accordance with the terms hereof,
subject to repayment and prepayment as provided herein.

          2.2 MINIMUM AMOUNT OF EACH BORROWING MAXIMUM NUMBER OF BORROWING. The
aggregate principal amount of each Borrowing of Term Loans, Revolving Credit
Loans or Swingline Loans shall be in a multiple of $100,000 and shall not be
less than the Minimum Borrowing Amount with respect thereto (except that
Mandatory Borrowings shall be made in the amounts required by Section 2.1(d)).
More than one Borrowing maybe incurred on any date, PROVIDE that at no time
shall there be outstanding more than 20 Borrowings of Eurodollar Loans under
this Agreement.

          2.3 NOTICE OF BORROWING. (a) The Borrower shall give the
Administrative Agent at the Administrative Agent's Office (i) prior to 12:00
Noon (New York time) at least three Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) of the Borrowing of Tranche C
Term Loans if all or any of such Tranche C Term Loans are to be


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                                                                              32

initially Eurodollar Loans and (ii) prior written notice (or telephonic notice
promptly confirmed in writing) prior to 10:00 A.M. (New York time) on the date
of the Borrowing of Tranche C Term Loans if all such Tranche C Term Loans are to
be ABR Loans. Such notice (together with each notice of a Borrowing of Revolving
Credit Loans pursuant to Section 2.3 (b) and each notice of a Borrowing of
Swingline Loans pursuant to Section 2.3(c), a "NOTICE OF BORROWING") shall be
irrevocable and shall specify (i) the aggregate principal amount of the Tranche
C Term Loans to be made, (ii) the date of the borrowing (which shall be a
Business Day and, in the case of the initial borrowing, shall be the Restatement
Date) and (iii) whether the Tranche C Term Loans shall consist of ABR Loans
and/or Eurodollar Term Loans and, if the Tranche C Term Loans are to include
Eurodollar Term Loans, the Interest Period to be initially applicable thereto.
The Administrative Agent shall promptly give each Lender written notice (or
telephonic notice promptly confirmed in writing) of each proposed Borrowing of
Tranche C Term Loans, of such Lender's proportionate share thereof and of the
other matters covered by the related Notice of Borrowing.

          (b) Whenever the Borrower desires to incur Revolving Credit Loans
hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid
Drawings), it shall give the Administrative Agent at the Administrative Agent's
Office, c/o The Loan and Agency Services Group, (i) prior to 12:00 Noon (New
York time) at least three Business Days' prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of Eurodollar Revolving
Credit Loans and (ii) prior to 12:00 Noon (New York time) at least one Business
Day's prior written notice (or telephonic notice promptly confirmed in writing)
of each Borrowing of ABR Loans. Each such Notice of Borrowing, except as
otherwise expressly provided in Section 2.10, shall be irrevocable and shall
specify (i) the aggregate principal amount o f the Revolving Credit Loans to be
made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a
Business Day) and (iii) whether the respective Borrowing shall consist of ABR
Loans or Eurodollar Revolving Credit Loans and, if Eurodollar Revolving Credit
Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall promptly give each Lender written notice (or
telephonic notice promptly confirmed in writing) of each proposed Borrowing of
Revolving Credit Loans, of such Lender's proportionate share thereof and of the
other matters covered by the related Notice of Borrowing.

          (c) Whenever the Borrower desires to incur Swingline Loans hereunder,
it shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing of Swingline Loans prior to
1:00 P.M. (New York time) on the date of such Borrowing. Each such notice shall
be irrevocable and shall specify (i) the aggregate principal amount of the
Swingline Loans to be made pursuant to such Borrowing and (ii) the date of
Borrowing (which shall be a Business Day). The Administrative Agent shall
promptly give Chase written notice (or telephonic notice promptly confirmed in
writing) of each proposed Borrowing of Swingline Loans and of the other matters
covered by the related Notice of Borrowing.

          (d) Mandatory Borrowings shall be made upon the notice specified in
Section 2.1(d), with the Borrower irrevocably agreeing, by its incurrence of any
Swingline Loan, to the making of Mandatory Borrowings as set forth in such
Section.

          (e) Borrowings to reimburse Unpaid Drawings shall be made upon the
notice specified in Section 3.4(c).

          (f) Without in any way limiting the obligation of the Borrower to
confirm in writing any notice it may give hereunder by telephone, the
Administrative Agent may act prior to receipt of written confirmation without
liability upon the basis of such telephonic notice believed by the
Administrative Agent in good faith to be from an Authorized Officer of the
Borrower. In


<PAGE>

                                                                              33

each such case the Borrower hereby waives the right to dispute the
Administrative Agent's record of the terms of any such telephonic notice.

          2.4 Disbursement of Funds. (a) No later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing (including Mandatory
Borrowings), each Lender will make available its pro rata portion, if any, of
each Borrowing requested to be made on such date in the manner provided below,
provide that all Swingline Loans shall be made available in the full amount
thereof by Chase no later than 2:00 P.M. (New York time) on the date requested.

          (b) Each Lender shall make available all amounts it is to fund under
any Borrowing in Dollars and immediately available funds to the Administrative
Agent at the Administrative Agent's Office and the Administrative Agent will
(except in the case of Mandatory Borrowings and Borrowings to repay Unpaid
Drawings) make available to the Borrower by depositing to the Borrower's account
at the Administrative Agent's Office the aggregate of the amounts so made
available in Dollars and the type of funds received. Unless the Administrative
Agent shall have been notified by any Lender prior to the date of any such
Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender and the Administrative Agent has made
available same to the Borrower, the Administrative Agent shall be entitled to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent shall also be entitled to recover from such
Lender or the Borrower, as the case maybe, interest on such corresponding amount
in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower to the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or
(ii) if paid by the Borrower, the then-applicable rate of interest, calculated
in accordance with Section 2.8, for the respective Loans.

          (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender
from its obligation to fulfill its commitments hereunder or to prejudice any
rights that the Borrower may have against any Lender as a result of any default
by such Lender hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to fulfill its commitments
hereunder).

          2.5 REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Borrower shall repay
to the Administrative Agent, for the benefit of the Lenders, (i) (A) on the
Tranche B Term Loan Maturity Date, the then-unpaid Tranche B Term Loans and (B)
on the Tranche C Term Loan Maturity Date, the then-unpaid Tranche C Term Loans,
and (ii) on the Revolving Credit Maturity Date, the then-unpaid Revolving Credit
Loans. The Borrower shall repay to the Administrative Agent, for the account of
Chase, on the Swingline Maturity Date, the then-unpaid Swingline Loans.

          (b)(i) The Borrower shall repay to the Administrative Agent, for the
benefit of the Lenders of Tranche B Term Loans, on each date set forth below
(each a "TRANCHE B REPAYMENT


<PAGE>

                                                                              34

DATE"), the principal amount of the Tranche B Term Loans set forth below
opposite such Tranche B Repayment Date (each a "TRANCHE B REPAYMENT AMOUNT"):

<TABLE>
<CAPTION>
                Number of Months           Tranche B
            From Original Closing Date  Repayment Amount
            --------------------------  ----------------
<S>                      <C>                <C>
                         24                 2,000,000
                         36                 2,000,000
                         48                 2,000,000
                         60                 2,000,000
                         72                 2,000,000
                         84                 2,000,000
                         96                 2,000,000
                         102              184,000,000
</TABLE>


          (b) (ii) The Borrower shall repay to the Administrative Agent, for the
benefit of the Lenders of Tranche C Term Loans, on each date set forth below
(each a "TRANCHE C REPAYMENT DATE"), the principal amount of the Tranche C Term
Loans set forth below opposite such Tranche C Repayment Date (each a "TRANCHE C
REPAYMENT AMOUNT"):

<TABLE>
<CAPTION>
                      Tranche C             Tranche C
                    Repayment Date       Repayment Amount
                    --------------       ----------------
<S>                  <C>                   <C>
                     April 9, 2000           $1,250,000
                     April 9, 2001           1,250,000
                     April 9, 2002           1,250,000
                     April 9, 2003           1,250,000
                     April 9, 2004           1,250,000
                     April 9, 2005           1,250,000
                     April 9, 2006           1,250,000
                     April 9, 2007         116,250,000
</TABLE>


To the extent that the aggregate principal amount of Tranche C Term Loans
outstanding at 5:00 P.M. (New York time) on the Restatement Date is less than
$125,000,000, the Tranche C Repayment Amounts shall automatically be decreased,
in the inverse order of maturity, by the amount of such difference.

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

          (d) The Administrative Agent shall maintain the Register pursuant to
Section 13.6, and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Loan made
hereunder, whether such Loan is a Term Loan, a Revolving Credit Loan or a
Swingline Loan, the Type of each Loan made and the Interest Period


<PAGE>

                                                                              35

applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender or Chase hereunder
and (iii) the amount of any sum received by the Agent hereunder from the
Borrower and each Lender's share thereof.

          (e) The entries made in the Register and accounts and subaccounts
maintained pursuant to paragraphs (c) and (d) o f this Section 2.5 shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded; PROVIDED, HOWEVER,
that the failure of any Lender or the Administrative Agent to maintain such
account, such Register or such subaccount, as applicable, or any error therein,
shall not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Lender in accordance
with the terms of this Agreement.

          (f) The amortization schedule set forth in clause (i) o f paragraph
(b) o f this Section does not reflect any adjustments for prepayments of Tranche
B Term Loans made pursuant to the Original Credit Agreement prior to the
Restatement Date. It is hereby acknowledged and agreed that all reductions of
scheduled principal payments in respect of Tranche B Term Loans that were made
pursuant to the Original Credit Agreement as a result of prepayments made under
the Original Credit Agreement prior to the Restatement Date shall apply to
reduce the applicable scheduled principal payments set forth in this Agreement.

          2.6 CONVERSIONS AND CONTINUATIONS. (a) The Borrower shall have the
option on any Business Day to convert all or a portion equal to at least the
Minimum Borrowing Amount of the outstanding principal amount of Term Loans or
Revolving Credit Loans of one Type into a Borrowing or Borrowings of another
Type or to continue the outstanding principal amount of any Eurodollar Term
Loans or Eurodollar Revolving Credit Loans as Eurodollar Term Loans or
Eurodollar Revolving Credit Loans, as the case maybe, for an additional Interest
Period, PROVIDED that (i) no partial conversion of Eurodollar Term Loans or
Eurodollar Revolving Credit Loans shall reduce the outstanding principal amount
of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a
single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may
not be converted into Eurodollar Term Loans or Eurodollar Revolving Credit Loans
if a Default or Event of Default is in existence on the date of the conversion
and the Administrative Agent has or the Required Lenders have determined in its
or their sole discretion not to permit such conversion, (iii) Eurodollar Loans
may not be continued as Eurodollar Term Loans or Eurodollar Revolving Credit
Loans for an additional Interest Period if a Default or Event of Default is in
existence on the date of the proposed continuation and the Administrative Agent
has or the Required Lenders have determined in its or their sole discretion not
to permit such continuation and (iv) Borrowings resulting from conversions
pursuant to this Section 2.6 shall be limited in number as provided in Section
2.2. Each such conversion or continuation shall be effected by the Borrower by
giving the Administrative Agent at the Administrative Agent's Office prior to
12:00 Noon (New York time) at least three Business Days' (or one Business Days
notice in the case of a conversion into ABR Loans) prior written notice (or
telephonic notice promptly confirmed in writing) (each a "NOTICE OF CONVERSION
OR CONTINUATION") specifying the Term Loans or Revolving Credit Loans to be so
converted or continued, the Type of Term Loans or Revolving Credit Loans to be
converted or continued into and, if such Term Loans or Revolving Credit Loans
are to be converted into or continued as Eurodollar Term Loans o r Eurodollar
Revolving Credit Loans, the Interest Period t o be initially applicable thereto.
The Administrative Agent shall give each Lender notice as promptly as
practicable of any such proposed conversion or continuation affecting any of its
Term Loans or Revolving Credit Loans.

          (b) If any Default or Event of Default is in existence at the time of
any proposed continuation of any Eurodollar Term Loans or Eurodollar Revolving
Credit Loans and the


<PAGE>

                                                                              36

Administrative Agent has or the Required Lenders have determined in its or their
sole discretion not to permit such continuation, such Eurodollar Term Loans or
Eurodollar Revolving Credit Loans shall be automatically converted on the last
day of the current Interest Period into ABR Loans. If upon the expiration of any
Interest Period in respect of Eurodollar Term Loans or Eurodollar Revolving
Credit Loans, the Borrower has failed to elect a new Interest Period to be
applicable thereto as provided in paragraph (a) above, the Borrower shall be
deemed to have elected to convert such Borrowing of Eurodollar Term Loans or
Eurodollar Revolving Credit Loans, as the case may be, into a Borrowing of ABR
Loans effective as of the expiration date of such current Interest Period.

          2.7 PRO RATA BORROWINGS. Each Borrowing of Term Loans or Revolving
Credit Loans under this Agreement shall be granted by the Lenders pro rata on
the basis of their then applicable Commitments. It is understood that no Lender
shall be responsible for any default by any other Lender in its obligation to
make Loans hereunder and that each Lender shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Lender to fulfill its commitments hereunder.

          2.8 INTEREST. (a) The unpaid principal amount of each ABR Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum that shall at all times be the
Applicable ABR Margin plus the ABR in effect from time to time.

          (b) The unpaid principal amount of each Eurodollar Term Loan or
Eurodollar Revolving Credit Loan shall bear interest from the date of the
Borrowing thereof until maturity thereof (whether by acceleration or otherwise)
at a rate per annum that shall at all times be the Applicable Eurodollar Margin
in effect from time to time plus the relevant Eurodollar Rate.

          (c) If all or a portion of (i) the principal amount of any Loan or
(ii) any interest payable thereon shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum that is (x) in the case of overdue principal, the
rate that would otherwise be applicable thereto PLUS 2% or (y) in the case of
any overdue interest, to the extent permitted by applicable law, the rate
described in Section 2.8(a) plus 2% from and including the date of such
non-payment to but excluding the date on which such amount is paid in full
(after as well as before judgment).

          (d) Interest on each Loan shall accrue from and including the date of
any Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each ABR Loan, quarterly in arrears on the last day of
each March, June, September and December, (n) in respect of each Eurodollar Term
Loan or Eurodollar Revolving Credit Loan, on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three-month intervals after the first
day of such Interest Period, (iii) in respect of each Loan (except, in the case
of prepayments, any ABR Loan), on any prepayment (on the amount prepaid), at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand.

          (e) All computations of interest hereunder shall be made in accordance
with Section 5.5.

          (f) The Administrative Agent, upon determining the interest rate for
any Borrowing of Eurodollar Loans, shall promptly notify the Borrower and the
relevant Lenders thereof. Each such determination shall, absent clearly
demonstrable error, be final and conclusive and binding on all parties hereto.


<PAGE>

                                                                              37

          2.9 INTEREST PERIODS. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion or Continuation in respect of the making o~ or
conversion into or continuation as, a Borrowing of Eurodollar Term Loans or
Eurodollar Revolving Credit Loans (in the case of the initial Interest Period
applicable thereto) or prior to 10:00 A.M. (New York time) on the third Business
Day prior to the expiration of an Interest Period applicable to a Borrowing of
Eurodollar Term Loans or Eurodollar Revolving Credit Loans, the Borrower shall
have the right to elect by giving the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) the Interest Period applicable
to such Borrowing, which Interest Period shall, at the option of the Borrower,
be a one, two, three, six or (in the case of Revolving Credit Loans, if
available to all the Lenders making such loans as determined by such Lenders in
good faith based on prevailing market conditions) a nine or twelve month period,
PROVIDED that the initial Interest Period maybe for a period less than one month
if agreed upon by the Borrower and the Agents. Notwithstanding anything to the
contrary contained above:

          (a) the initial Interest Period for any Borrowing of Eurodollar Term
Loans or Eurodollar Revolving Credit Loans shall commence on the date of such
Borrowing (including the date of any conversion from a Borrowing of ABR Loans)
and each Interest Period occurring thereafter in respect of such Borrowing shall
commence on the day on which the next preceding Interest Period expires;

          (b) if any Interest Period relating to a Borrowing of Eurodollar Term
Loans or Eurodollar Revolving Credit Loans begins on the last Business Day of a
calendar month or begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period, such
Interest Period shall end on the last Business Day of the calendar month at the
end of such Interest Period;

          (c) if any Interest Period would otherwise expire on a day that is not
a Business Day, such Interest Period shall expire on the next succeeding
Business Day, PROVIDED that if any Interest Period in respect of a Eurodollar
Term Loan or Eurodollar Revolving Credit Loan would otherwise expire on a day
that is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day; and

          (d) the Borrower shall not be entitled to elect any Interest Period in
respect of any Eurodollar Term Loan or Eurodollar Revolving Credit Loan if such
Interest Period would extend beyond the applicable Maturity Date of such Loan.

          2.10 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that (x) in
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Lender shall have reasonably determined (which
determination shall, absent clearly demonstrable error, be final and conclusive
and binding upon all parties hereto):

               (i) on any date for determining the Eurodollar Rate for any
     Interest Period that, by reason of any changes arising on or after the
     Restatement Date affecting the interbank Eurodollar market, adequate and
     fair means do not exist for ascertaining the applicable interest rate on
     the basis provided for in the definition of Eurodollar Rate; or

               (ii) at any time, that such Lender shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Eurodollar Loans (other than any such increase or reduction
     attributable to taxes) because of (x) any change since the date hereof in
     any applicable law, governmental rule, regulation, guideline or order (or
     in the interpretation or administration thereof and including the
     introduction of any new

<PAGE>

                                                                              38

     law or governmental rule, regulation, guideline or order), such as, for
     example, but not limited to, a change in official reserve requirements,
     and/or (y) other circumstances affecting the interbank Eurodollar market or
     the position of such Lender in such market; or

               (iii) at any time, that the making or continuance of any
     Eurodollar Loan has become unlawful by compliance by such Lender in good
     faith with any law, governmental rule, regulation, guideline or order (or
     would conflict with any such governmental rule, regulation, guideline or
     order not having the force of law even though the failure to comply
     therewith would not be unlawful), or has become impracticable as a result o
     f a contingency occurring after the date hereof that materially and
     adversely affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall within a reasonable time thereafter give notice
(if by telephone confirmed in writing) to the Borrower and t o the
Administrative Agent o f such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case o f clause (i) above, Eurodollar Term Loans and Eurodollar Revolving
Credit Loans shall no longer be available until such time as the Administrative
Agent notifies the Borrower and the Lenders that the circumstances giving rise
to such notice by the Administrative Agent no longer exist (which notice the
Administrative Agent agrees to give at such time when such circumstances no
longer exist), and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit
Loans that have not yet been incurred shall be deemed rescinded by the Borrower,
(y) in the case of clause (ii) above, the Borrower shall pay to such Lender,
promptly after receipt of written demand therefor, such additional amounts (in
the farm of an increased rate of, or a different method of calculating, interest
or otherwise as such Lender in its reasonable discretion shall determine) as
shall be required to compensate such Lender for such increased costs or
reductions in amounts receivable hereunder (it being agreed that a written
notice as to the additional amounts owed to such Lender, showing in reasonable
detail the basis for the calculation thereof, submitted to the Borrower by such
Lender shall, absent clearly demonstrable error, be final and conclusive and
binding upon all parties hereto) and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 2.10(b) as promptly
as possible and, in any event, within the time period required by law.

          (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii)
shall) either (i) if the affected Eurodollar Loan is then being made pursuant to
a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or
(ii) if the affected Eurodollar Loan is then outstanding upon at least three
Business Days' notice to the Administrative Agent, require the affected Lender
to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan
into an ABR Loan, PROVIDE that if more than one Lender is affected at any time,
then all affected Lenders must be treated in the same manner pursuant to this
Section 2.10(b).

          (c) It after the date hereof the adoption of any applicable law, rule
or regulation regarding capital adequacy, or any change therein, or any change
in the interpretation or administration thereof by any governmental authority,
the National Association of Insurance Commissioners, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by a Lender or its parent with any request or directive made or adopted after
the date hereof regarding capital adequacy (whether or not having the force of
law) of any such authority, association, central bank or comparable agency, has
or would have the


<PAGE>

                                                                              39

effect of reducing the rate of return on such Lender's or its parent's capital
or assets as a consequence of such Lender's commitments or obligations hereunder
to a level below that which such Lender or its parent could have achieved but
for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's or its parent's policies with respect to capital
adequacy), then from time to time, promptly after demand by such Lender (with a
copy to the Administrative Agent), the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or its parent for
such reduction, it being understood and agreed, however, that a Lender shall not
be entitled to such compensation as a result of such Lender's compliance with,
or pursuant to any request or directive to comply with, any such law, rule or
regulation as in effect on the date hereof. Each Lender, upon determining in
good faith that any additional amounts will be payable pursuant to this Section
2.10(c), will give prompt written notice thereof to the Borrower, which notice
shall set forth in reasonable detail the basis of the calculation of such
additional amounts, although the failure to give any such notice shall not,
subject to Section 2.13, release or diminish any of the Borrower's obligations
to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such
notice.

          2.11 COMPENSATION. If (a) any payment of principal of any Eurodollar
Term Loan or Eurodollar Revolving Credit Loan is made by the Borrower to or for
the account of a Lender other than o n the last day o f the Interest Period for
such Eurodollar Loan as a result o f a payment or conversion pursuant to Section
2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of
the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of
Eurodollar Term Loans or Eurodollar Revolving Credit Loans is not made as a
result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted
into a Eurodollar Term Loan or Eurodollar Revolving Credit Loan as a result of a
withdrawn Notice of Conversion or Continuation, (d) any Eurodollar Loan is not
continued as a Eurodollar Term Loan or Eurodollar Revolving Credit Loan as a
result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment
of principal of any Eurodollar Term Loan or Eurodollar Revolving Credit Loan is
not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1
or 5.2, the Borrower shall, after receipt of a written request by such Lender
(which request shall set forth in reasonable detail the basis for requesting
such amount), pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that such Lender may reasonably incur as a result of such payment,
failure to convert, failure to continue or failure to prepay, including, without
limitation, any loss, cost or expense (excluding loss of anticipated profits)
actually incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Eurodollar Loan.

          2.12 CHANGE OF LENDING OFFICE. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.10(a)(ii),
2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans
affected by such event, PROVIDED that such designation is made on such terms
that such Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of any such Section. Nothing in this Section 2.12 shall
affect or postpone any of the obligations of the Borrower or the right of any
Lender provided in Section 2.10, 3.5 or 5.4.

          2.13 NOTICE OF CERTAIN COSTS. Notwithstanding anything in this
Agreement to the contrary, to the extent any notice required by Section 2.10,
2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has
knowledge (or should have had knowledge) of the occurrence of the event giving
rise to the additional cost, reduction in amounts, loss, tax or other additional
amounts described in such Sections, such Lender shall not be entitled to

<PAGE>

                                                                              40

compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any
such amounts incurred or accruing prior to the giving of such notice to the
Borrower.

          SECTION 3. LETTERS OF CREDIT.

          3.1 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower, at any time and from time to time on
or after the Restatement Date and prior to the L/C Maturity Date, may request
that the Letter of Credit Issuer issue for the account of the Borrower, a
standby letter of credit or letters of credit in such form as may be approved by
the Letter of Credit Issuer in its reasonable discretion. Each Letter of Credit
previously issued pursuant to the Original Credit Agreement shall remain
outstanding in accordance with the terms hereof and of such Letter of Credit.

          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter o f Credit
Outstanding at such time, would exceed the Letter of Credit Commitment then in
effect; (ii) no Letter of Credit shall be issued the Stated Amount of which,
when added to the sum of (x) the Letter of Credit Outstanding at such time and
(y) the aggregate principal of all Revolving Credit Loans and Swingline Loans
then outstanding, would exceed the Total Revolving Credit Commitment then in
effect; (iii) each Letter of Credit shall have an expiry date occurring no later
than one year after the date of issuance thereof unless otherwise agreed upon by
the Administrative Agent and the Letter of Credit Issuer, PROVIDED that in no
event shall such expiry date occur later than the L/C Maturity Date; (iv) each
Letter o f Credit shall be denominated m Dollars; and (v) no Letter of Credit
shall be issued by the Letter of Credit Issuer after it has received a written
notice from the Borrower or any Lender stating that a Default or Event of
Default has occurred and is continuing until such time as the Letter of Credit
Issuer shall have received a written notice of (x) rescission of such notice
from the party or parties originally delivering such notice or (y) the waiver of
such Default or Event of Default in accordance with the provisions of Section
13.1.

          (c) Upon at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) to the Administrative Agent and
the Letter of Credit Issuer (which notice the Administrative Agent shall
promptly transmit to each of the Lenders), the Borrower shall have the right, on
any day, permanently to terminate or reduce the Letter of Credit Commitment in
whole or in part, PROVIDED that, after giving effect to such termination or
reduction, the Letter of Credit Outstanding shall not exceed the Letter of
Credit Commitment.

          3.2 LETTER OF CREDIT REQUESTS. (a) Whenever the Borrower desires that
a Letter of Credit be issued for its account, it shall give the Administrative
Agent and the Letter of Credit Issuer at least five (or such lesser number as
may be agreed upon by the Administrative Agent and the Letter of Credit Issuer)
Business Days' written notice thereof. Each notice shall be executed by the
Borrower and shall be in the form of Exhibit D (each a "LETTER OF CREDIT
REQUEST"). The Administrative Agent shall promptly transmit copies of each
Letter of Credit Request to each Lender.

          (b) The making of each Letter of Credit Request shall be deemed to be
a representation and warranty by the Borrower that the Letter of Credit may be
issued in accordance with, and will not violate the requirements of Section
3.1(b).

          3.3 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the issuance
by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit
Issuer shall be deemed to have sold and transferred to each other Lender that
has a Revolving Credit Commitment (each such other Lender, in its capacity under
this Section 3.3, an "L/C PARTICIPANT"), and each such L/C



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                                                                              41

Participant shall be deemed irrevocably and unconditionally to have purchased
and received from the Letter of Credit Issuer, without recourse or warranty, an
undivided interest and participation (each an "L/C PARTICIPATION"), to the
extent of such L/C Participant's Revolving Credit Commitment Percentage, in such
Letter of Credit, each substitute letter of credit, each drawing made thereunder
and the obligations of the Borrower under this Agreement with respect thereto,
and any security therefor or guaranty pertaining thereto (although Letter of
Credit Fees will be paid directly to the Administrative Agent for the ratable
account of the L/C Participants as provided in Section 4.1 (b) and the L/C
Participants shall have no right to receive any portion of any Fronting Fees).

          (b) In determining whether to pay under any Letter of Credit, the
Letter of Credit Issuer shall have no obligation relative to the L/C
Participants other than to confirm that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by the Letter of Credit Issuer under or in connection
with any Letter of Credit issued by it, if taken or omitted in the absence of
gross negligence or willful misconduct, shall not create for the Letter of
Credit Issuer any resulting liability.

          (c) In the event that the Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Borrower shall not have repaid
such amount in full to the Letter of Credit Issuer pursuant to Section 34(a),
the Letter of Credit Issuer shall promptly notify the Administrative Agent and
each L/C Participant o f such failure, and each L/C Participant shall promptly
and unconditionally pay to the Administrative Agent, for the account of the
Letter of Credit Issuer, the amount of such L/C Participant's Revolving Credit
Commitment Percentage of such unreimbursed payment in Dollars and in same day
funds; PROVIDED, however, that no L/C Participant shall be obligated to pay to
the Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Credit Commitment Percentage of such unreimbursed amount arising from
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer. If the Letter of Credit
Issuer so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any
L/C Participant required to fund a payment under a Letter of Credit, such L/C
Participant shall make available to the Administrative Agent for the account of
the Letter of Credit Issuer such L/C Participant's Revolving Credit Commitment
Percentage of the amount of such payment on such Business Day in same day funds.
If and to the extent such L/C Participant shall not have so made its Revolving
Credit Commitment Percentage of the amount of such payment available to the
Administrative Agent for the account of the Letter of Credit Issuer, such L/C
Participant agrees to pay to the Administrative Agent for the account of the
Letter of Credit Issuer, forthwith on demand, such amount, together with
interest thereon for each day from such date until the date such amount is paid
to the Administrative Agent for the account of the Letter of Credit Issuer at
the Federal Funds Effective Rate. The failure of any L/C Participant to make
available to the Administrative Agent far the account of the Letter of Credit
Issuer its Revolving Credit Commitment Percentage of any payment under any
Letter of Credit shall not relieve any other L/C Participant of its obligation
hereunder to make available to the Administrative Agent for the account of the
Letter of Credit Issuer its Revolving Credit Commitment Percentage of any
payment under such Letter of Credit on the date required, as specified above,
but no L/C Participant shall be responsible for the failure of any other L/C
Participant to make available to the Administrative Agent such other L/C
Participant's Revolving Credit Commitment Percentage of any such payment.

          (d) Whenever the Letter of Credit Issuer receives a payment in respect
of an unpaid reimbursement obligation as to which the Administrative Agent has
received for the account of the Letter of Credit Issuer any payments from the
L/C Participants pursuant to


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                                                                              42

paragraph (c) above, the Letter of Credit Issuer shall pay to the Administrative
Agent and the Administrative Agent shall promptly pay to each L/C Participant
that has paid its Revolving Credit Commitment Percentage of such reimbursement
obligation, in Dollars and in same day funds, an amount equal to such L/C
Participant's share (based upon the proportionate aggregate amount originally
funded by such L/C Participant to the aggregate amount funded by all L/C
Participants) of the principal amount of such reimbursement obligation and
interest thereon accruing after the purchase of the respective L/C
Participations.

          (e) The obligations of the L/C Participants to make payments to the
Administrative Agent for the account of the Letter of Credit Issuer with respect
to Letters of Credit shall be irrevocable and not subject to counterclaim,
set-off or other defense or any other qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

          (i) any lack of validity or enforceability of this Agreement or any of
     the other Credit Documents;

          (ii) the existence of any claim, set-off, defense or other right that
     the Borrower may have at any time against a beneficiary named in a Letter
     of Credit, any transferee of any Letter of Credit (or any Person for whom
     any such transferee may be acting), the Administrative Agent, the Letter of
     Credit Issuer, any Lender or other Person, whether in connection with this
     Agreement, any Letter of Credit, the transactions contemplated herein or
     any unrelated transactions (including any underlying transaction between
     the Borrower and the beneficiary named in any such Letter of Credit);

          (iii) any draft, certificate or any other document presented under any
     Letter of Credit proving to be forged, fraudulent, invalid or insufficient
     in any respect or any statement therein being untrue or inaccurate in any
     respect;

          (iv) the surrender or impairment of any security for the performance
     or observance of any of the terns of any of the Credit Documents; or

          (v) the occurrence of any Default or Event of Default;

PROVIDED, HOWEVER, that no L/C Participant shall be obligated to pay to the
Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Credit Commitment Percentage of any unreimbursed amount arising from
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer.

          3.4 AGREEMENT TO REPAY LETTER OF CREDIT DRAWING. (a) The Borrower
hereby agrees to reimburse the Letter o f Credit Issuer, by making payment to
the Administrative Agent in Dollars in immediately available funds at the
Administrative Agent's Office, for any payment or disbursement made by the
Letter of Credit Issuer under any Letter of Credit (each such amount so paid
until reimbursed, an "UNPAID DRAWING") immediately after, and in any event on
the date of, such payment, with interest on the amount so paid or disbursed by
the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 P.M.
(New York time) on the date of such payment or disbursement, from and including
the date paid or disbursed to but excluding the date the Letter of Credit Issuer
is reimbursed therefor, at a rate per annum that shall at all times be the
Applicable ABR Margin plus the ABR as in effect from time to time, PROVIDED
that, notwithstanding anything contained in this Agreement to the contrary, (i)
unless the Borrower shall have notified the


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                                                                              43

Administrative Agent and the Letter of Credit Issuer prior to 10:00 A.M. on the
date of such drawing that the Borrower intends to reimburse the Letter of Credit
Issuer for the amount of such drawing with funds other than the proceeds of
Loans, the Borrower shall be deemed to have given a Notice of Borrowing to the
Administrative Agent requesting that the Lenders make Revolving Credit Loans
(which shall initially be ABR Loans) on the date on which such drawing is
honored in an amount equal to the amount of such drawing and (ii) each Lender
shall, on such date, make Revolving Credit Loans in an amount equal to such
Lender's pro rata portion of such Borrowing in accordance with the provisions of
Section 2.4.

          (b) The Borrower's obligations under this Section 3.4 to reimburse the
Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment that the Borrower or any other Person may have or have bad against the
Letter of Credit Issuer, the Administrative Agent or any Lender (including in
its capacity as an L/C Participant), including, without limitation, any defense
based upon the failure of any drawing under a Letter of Credit (each a
'DRAWING") to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of such
Drawing, PROVIDED that the Borrower shall not be obligated to reimburse the
Letter of Credit Issuer for any wrongful payment made by the Letter of Credit
Issuer under the Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter of
Credit Issuer.

          (c) Each payment by the Letter of Credit Issuer under any Letter of
Credit shall constitute a request by the Borrower for an ABR Revolving Credit
Loan in the amount of the Unpaid Drawing in respect o f such Letter of Credit.
The Letter of Credit Issuer shall notify the Borrower and the Administrative
Agent, by 10:00 A.M. (New York time) on any Business Day on which the Letter of
Credit Issuer intends t o honor a drawing under a Letter of Credit, o f (i) the
Letter of Credit Issuer's intention to honor such drawing and (ii) the amount of
such drawing. Unless otherwise instructed by the Borrower by 10:30 A.M. (New
York time) on such Business Day, the Administrative Agent shall promptly notify
each Lender of such drawing and the amount of its Revolving Credit Loan to be
made in respect thereof, and each Lender shall be irrevocably obligated to make
an ABR Revolving Credit Loan to the Borrower in the amount of its Revolving
Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New
York time) on such Business Day by making the amount of such Revolving Credit
Loan available to the Administrative Agent at the Administrative Agent's Office.
Such Revolving Credit Loans shall be made without regard to the Minimum
Borrowing Amount. The Administrative Agent shall use the proceeds of such
Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit
Issuer for the related Unpaid Drawing.

          3.5 INCREASED COSTS. If after the Original Closing Date, the adoption
of any applicable law, rule or regulation, or any change therein, 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 actual compliance by the Letter of Credit Issuer or
any L/C Participant with arty request or directive made or adopted after the
date hereof (whether or not having the force of law), by any such authority,
central bank or comparable agency shall either (a) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement against
letters of credit issued by the Letter of Credit Issuer, or any L/C
Participant's L/C Participation therein, or (b) impose on the Letter of Credit
Issuer or any L/C Participant any other conditions affecting its obligations
under this Agreement in respect of Letters of Credit or L/C Participations
therein or any Letter of Credit or such L/C Participant's L/C Participation
therein; and the result of any of the foregoing is to increase the cost to the
Letter of Credit Issuer or such L/C Participant of issuing, maintaining or
participating in any


<PAGE>

                                                                              44

Letter of Credit, or to reduce the amount of any sum received or receivable by
the Letter of Credit Issuer or such L/C Participant hereunder (other than any
such increase or reduction attributable to taxes) in respect of Letters of
Credit or L/C Participations therein, then, promptly after receipt of written
demand to the Borrower by the Letter of Credit Issuer or such L/C Participant,
as the case may be (a copy of which notice shall be sent by the Letter of Credit
Issuer or such L/C Participant to the Administrative Agent), the Borrower shall
pay to the Letter of Credit Issuer or such L/C Participant such additional
amount or amounts as will compensate the Letter of Credit Issuer or such L/C
Participant for such increased cost or reduction, it being understood and
agreed, however, that the Letter of Credit Issuer or a L/C Participant shall not
be entitled to such compensation as a result of such Person's compliance with,
or pursuant to any request or directive to comply with, any such law, rule or
regulation as in effect on the date hereof. A certificate submitted to the
Borrower by the Letter of Credit Issuer or a L/C Participant, as the case maybe
(a copy of which certificate shall be sent by the Letter of Credit Issuer or
such L/C Participant to the Administrative Agent), setting forth in reasonable
detail the basis for the determination of such additional amount or amounts
necessary to compensate the Letter of Credit Issuer or such L/C Participant as
aforesaid shall be conclusive and binding on the Borrower absent clearly
demonstrable error.

          3.6 SUCCESSOR LETTER OF CREDIT ISSUER. The Letter of Credit Issuer may
resign as Letter of Credit Issuer upon 60 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower. If the Letter of Credit
Issuer shall resign as Letter of Credit Issuer under this Agreement, then the
Borrower shall appoint from among the Lenders with Revolving Credit Commitments
a successor issuer of Letters of Credit, whereupon such successor issuer shall
succeed to the rights, powers and duties of the Letter of Credit Issuer, and the
term "Letter of Credit Issuer" shall mean such successor issuer effective upon
such appointment. At the time such resignation shall become effective, the
Borrower shall pay to the resigning Letter of Credit Issuer all accrued and
unpaid fees pursuant to Sections 4.1(c) and (d). The acceptance of any
appointment as the Letter of Credit Issuer hereunder by a successor Lender shall
be evidenced by an agreement entered into by such successor, in a form
satisfactory to the Borrower and the Administrative Agent and, from and after
the effective date of such agreement, such successor Lender shall have all the
rights and obligations of the previous Letter of Credit Issuer under this
Agreement and the other Credit Documents. After the resignation of the Letter of
Credit Issuer hereunder, the resigning Letter of Credit Issuer shall remain a
party hereto and shall continue to have all the rights and obligations of a
Letter of Credit Issuer under this Agreement and the other Loan Documents with
respect to Letters of Credit issued by it prior to such resignation, but shall
not be required to issue additional Letters of Credit. After any retiring Letter
of Credit Issuer's resignation as Letter of Credit Issuer, the provisions of
this Agreement relating to the Letter of Credit Issuer shall inure to its
benefit as to any actions taken or omitted to be taken by it (a) while it was
Letter of Credit Issuer under this Agreement or (b) at anytime with respect to
Letters of Credit issued by such Letter of Credit Issuer.

          SECTION 4. FEES; COMMITMENT

          4.1 FEES. (a) The Borrower agrees to pay to the Administrative Agent,
for the account of each Lender having a Revolving Credit Commitment (in each
case pro rata according to the respective Commitments of all such Lenders), a
commitment fee, to the extent not already paid pursuant to the Original Credit
Agreement, for each day from and including the Original Closing Date to but
excluding the Final Date. Such commitment fee shall be payable in arrears (i) on
the last day of each March, June, September and December (for the three-month
period (or portion thereof) ended on such day for which no payment has been
received) and (ii) on the Final Date (for the period ended on such date for
which no payment has been received pursuant to clause (i) above), and shall be
computed for each day during such period at a rate per annum


<PAGE>

                                                                              45

equal to the Commitment Fee Rate in effect on such day on the Available
Commitments in effect on such day. Notwithstanding the foregoing, the Borrower
shall not be obligated to pay any amounts to any Defaulting Lender pursuant to
this Section 4.1.

          (b) The Borrower agrees to pay to the Administrative Agent for the
account of the Lenders pro rata on the basis of their respective Letter of
Credit Exposure, a fee in respect of each Letter of Credit (the "LETTER OF
CREDIT FEE"), for the period from and including the date of issuance of such
Letter o f Credit to but not including the termination data of such Letter o f
Credit computed at the per annum rate for each day equal to the Applicable
Eurodollar Margin for Revolving Credit Loans minus 0.125% per annum on the
average daily Stated Amount of such Letter of Credit. Such Letter of Credit Fees
shall be due and payable quarterly in arrears on the last day of each March,
June, September and December and on the date upon which the Total Revolving
Credit Commitment terminates and the Letter of Credit Outstandings shall have
been reduced to zero.

          (c) The Borrower agrees to pay to the Administrative Agent for the
account of the Letter of Credit Issuer a fee in respect of each Letter of Credit
issued by it (the "Fronting Fee"), for the period from and including the date of
issuance of such Letter of Credit to but not including the termination date of
such Letter of Credit, computed at the rate for each day equal to 0.125% per
annum on the average daily Stated Amount of such Letter of Credit. Such Fronting
Fees shall be due and payable quarterly in arrears on the last day of each
March, June, September and December and on the date upon which the Total
Revolving Credit Commitment terminates and the Letter of Credit Outstandings
shall have been reduced to zero.

          (d) The Borrower agrees to pay directly to the Letter of Credit Issuer
upon each issuance of, drawing under, and/or amendment of, a Letter of Credit
issued by it such amount as the Letter of Credit Issuer and the Borrower shall
have agreed upon for issuances of, drawings under or amendments of, letters of
credit issued by it.

          (e) The Borrower agrees to pay to the Administrative Agent, for the
benefit of the Agents, on the Restatement Date, the fees in the amounts and on
the dates previously agreed to in writing by the Borrower and the Agents. The
Administrative Agent agrees to pay to each Lender, on behalf of the Agents, for
each Lender's own account on the Restatement Date, the fees in the amounts and
on the dates previously agreed to in writing by the Agents and such Lender.

          4.2 VOLUNTARY REDUCTION OF REVOLVING CREDIT COMMITMENTS. Upon at least
one Business Day's prior written notice (or telephonic notice promptly confirmed
in writing) to the Administrative Agent at the Administrative Agent's Office
(which notice the Administrative Agent shall promptly transmit to each of the
Lenders), the Borrower shall have the right, without premium or penalty, on any
day, permanently to terminate or reduce the Revolving Credit Commitments in
whole or in part, PROVIDED that (a) any such reduction shall apply
proportionately and permanently to reduce the Revolving Credit Commitment of
each of the Lenders, (b) any partial reduction pursuant to this Section 4.2
shall be in the amount of at least $1,000,000 and (c) after giving effect to
such termination or reduction and to any prepayments of the Loans made on the
date thereof in accordance with this Agreement, the sum of (i) the aggregate
outstanding principal amount of the Revolving Credit Loans and the Swingline
Loans and (ii) the Letter of Credit Outstandings shall not exceed the Total
Revolving Credit Commitment.

          4.3 MANDATORY TERMINATION OF COMMITMENTS. (a) (i) The Tranche C Term
Loan Commitments shall terminate at 5:00 P.M. (New York time) on the Restatement
Date and (ii) the Tranche B Term Loan Commitments terminated upon the making of
Tranche B Term Loans.


<PAGE>

                                                                              46

          (b) The Total Revolving Credit Commitment shall terminate at 5:00 P.M.
(New York time) on the Revolving Credit Maturity Date.

          (c) The Swingline Commitment shall terminate at 5:00 P.M. (New York
time) on the Swingline Maturity Date.

          SECTION 5. PAYMENTS.

          5.1 VOLUNTARY PREPAYMENTS. The Borrower shall have the right to prepay
Term Loans, Revolving Credit Loans and Swingline Loans, without premium or
penalty, in whole or in part from time to time on the following terms and
conditions: (a) the Borrower shall give the Administrative Agent at the
Administrative Agent's Office written notice (or telephonic notice promptly
confirmed in writing) of its intent to make such prepayment, the amount of such
prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving
Credit Loans) the specific Borrowing(s) pursuant to which made, which notice
shall be given by the Borrower no later than (i) in the case of Term Loans or
Revolving Credit Loans, 10:00 AM. (New York time) one Business Day prior to, or
(ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of
such prepayment and shall promptly be transmitted by the Administrative Agent to
each of the Lenders or Chase, as the case may be; (b) each partial prepayment of
any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of
$100,000 and in an aggregate principal amount of at least $1,000,000 and each
partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in
an aggregate principal amount of at least $100,000, PROVIDED that no partial
prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made
pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term
Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or
Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term
Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any
day other than the last day of an Interest Period applicable thereto shall be
subject to compliance by the Borrower with the applicable provisions of Section
2.11. Each prepayment in respect of either or both trances of Term Loans
pursuant to this Section 5.1 shall be (a) applied to Tranche B Term Loans or
Tranche C Term Loans in such manner as the Borrower may determine and (b)
applied to reduce Tranche B Repayment Amount s or Tranche C Repayment Amounts in
such order as the Borrower may determine. At the Borrower's election in
connection with any prepayment pursuant t o this Section 5.1, such prepayment
shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting
Lender.

          5.2 MANDATORY PREPAYMENTS. (a) TERM LOAN PREPAYMENTS. (i) On each
occasion that a Prepayment Event occurs, the Borrower shall, within five
Business Days after the occurrence of such Prepayment Event, offer to prepay, in
accordance with paragraph (c) below, the principal amount of Term Loans in an
amour equal to 100% of the Net Cash Proceeds from such Prepayment Event.

          (ii) Not later than the date that is six months after the last day of
any fiscal year (commencing with the fiscal year ending December 31, 1998), the
Borrower shall offer to prepay, in accordance with paragraph (c) below, the
principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for
such fiscal year, MINUS (y) the amount of any such Excess Cash Flow that the
Borrower has, prior to such date, reinvested in the business of the Borrower or
any of its Subsidiaries (subject to Section 9.14).

          (b) AGGREGATE REVOLVING CREDIT OUTSTANDINGS. If on any date the sum of
the outstanding principal amount of the Revolving Credit Loans and Swingline
Loans and the


<PAGE>

                                                                              47

aggregate amount of Letter of Credit Outstandings (all the foregoing,
collectively, the "AGGREGATE REVOLVING CREDIT OUTSTANDINGS") exceeds the Total
Revolving Credit Commitment as then in effect, the Borrower shall forthwith
repay on such date the principal amount of Swingline Loans and, after all
Swingline Loans have been paid in full, Revolving Credit Loans, in an amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving
Credit Outstandings exceed the Total Revolving Credit Commitment then in effect,
the Borrower shall pay to the Administrative Agent an amount in cash equal to
such excess and the Administrative Agent shall hold such payment for the benefit
of the Lenders as security for the obligations of the Borrower hereunder
(including, without limitation, obligations in respect of Letter of Credit Out
standings) pursuant to a cash collateral agreement to be entered into in form
and substance satisfactory to the Administrative Agent (which shall permit
certain investments in Permitted investments satisfactory to the Administrative
Agent, until the proceeds are applied to the secured obligations).

          (c) APPLICATION TO REPAYMENT AMOUNTS. Each prepayment of Term Loans
required by Section 5.2(a) shall be initially allocated gyro rata among the
Tranche B Term Loans and the Tranche C Term Loans and shall be applied to reduce
the applicable Repayment Amounts in such order as the Borrower may determine.
With respect to each such prepayment, (i) the Borrower will, not later than the
date specified in Section 5.2(a) for offering to make such prepayment, give the
Administrative Agent telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent provide notice of such prepayment to
each Term Loan Lender, (ii) each Term Loan Lender will have the right to refuse
any such prepayment by giving written notice of such refusal to the Borrower
within fifteen Business Days after such Lender's receipt of notice from the
Administrative Agent of such prepayment (and the Borrower shall not prepay any
such Term Loans until the date that is specified in the immediately following
clause), (iii) the Borrower will make all such prepayments not so refused upon
the earlier of (x) such fifteenth Business Day and (y) such time as the Borrower
has received notice from each Lender that it consents to or refuses such
prepayment and (iv) any prepayment so refused maybe retained by the Borrower.

          (d) APPLICATION TO TERM LOANS. With respect to each prepayment o f
Term Loans required by Section 5.2(a), the Borrower may designate the Types of
Loans that are to be prepaid and the specific Borrowing(s) pursuant to which
made, PROVIDED that (i) Eurodollar Term Loans may be designated for prepayment
pursuant to this Section 5.2 only on the last day of an Interest Period
applicable thereto unless all Eurodollar Term Loans with Interest Periods ending
on such date of required prepayment and all ABR Term Loans have been paid in
full; and (ii) if any prepayment of Eurodollar Term Loans made pursuant to a
single Borrowing shall reduce the outstanding Term Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar
Term Loans, such Borrowing shall immediately be converted into ABR Loans. In the
absence of a designation by the Borrower as described in the preceding sentence,
the Administrative Agent shall, subject to the above, make such designation in
its reasonable discretion with a view, but no obligation, to minimize breakage
costs owing under Section 2.11.

          (e) APPLICATION TO REVOLVING CREDIT LOANS. With respect to each
prepayment of Revolving Credit Loans required by Section 5.2(b), the Borrower
may designate the Types of Loans that are to be prepaid and the specific
Borrowing(s) pursuant to which made, PROVIDED that (i) Eurodollar Revolving
Credit Loans maybe designated for prepayment pursuant to this Section 5.2 only
on the last day of an Interest Period applicable thereto unless all Eurodollar
Revolving Credit Loans with Interest Periods ending on such date of required
prepayment and all ABR Loans have been paid in full; (ii) if any prepayment of
Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall
reduce the outstanding Revolving Credit Loans made


<PAGE>

                                                                              48

pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
for Eurodollar Revolving Credit Loans, such Borrowing shall immediately be
converted into ABR Loans; (iii) each prepayment of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans; and (iv) notwithstanding
the provisions of the preceding clause (m), no prepayment made pursuant to
Section 5.2(b) of Revolving Credit Loans shall be applied to the Revolving
Credit Loans of any Defaulting Lender. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its reasonable discretion with a
view, but no obligation, to minimize breakage costs owing under Section 2.11.

          (f) EURODOLLAR INTEREST PERIODS. In lieu of making any payment
pursuant to this Section 5.2 in respect of any Eurodollar Loan other than on the
last day of the Interest Period therefor, so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower at its option may
deposit with the Administrative Agent an amount equal to the amount of the
Eurodollar Loan to be prepaid and such Eurodollar Loan shall be repaid on the
last day of the Interest Period therefor in the required amount. Such deposit
shall be held by the Administrative Agent in a corporate time deposit account
established o n terms reasonably satisfactory to the Administrative Agent,
earning interest at the then-customary rate for accounts of such type. Such
deposit shall constitute cash collateral for the Obligations, PROVIDED that the
Borrower may at any time direct that such deposit be applied to make the
applicable payment required pursuant to this Section 5.2.

          (g) MINIMUM AMOUNT. No prepayment shall be required pursuant to
Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds
from Prepayment Events required to be applied at or prior to such time pursuant
to such Section and not yet applied at or prior to such time to prepay Term
Loans pursuant to such Section exceeds $15,000,000 m the aggregate.

          (h) FOREIGN ASSET SALES. Notwithstanding any other provisions of this
Section 5.2, (i) to the extent that any of or all the Net Cash Proceeds of any
asset sale by a Restricted Foreign Subsidiary giving rise to an Asset Sale
Prepayment Event (a "FOREIGN ASSET SALE") are prohibited or delayed by
applicable local law from being repatriated to the United States, the portion of
such Net Cash Proceeds so affected will not be required to be applied to repay
Term Loans at the times provided in this Section 5.2 but may be retained by the
applicable Restricted Foreign Subsidiary so long, but only so long, as the
applicable local law will not permit repatriation to the United States (the
Borrower hereby agreeing to cause the applicable Restricted Foreign Subsidiary
to promptly take all actions required by the applicable local law to permit such
repatriation), and once such repatriation of any of such affected Net Cash
Proceeds is permitted under the applicable local law, such repatriation will be
immediately effected and such repatriated Net Cash Proceeds will be promptly
(and in any event not later than two Business Days after such repatriation)
applied (net of additional taxes payable or reserved against as a result
thereof) to the repayment of the Term Loans pursuant to this Section 5.2 and
(ii) to the extent that the Borrower has determined in good faith that
repatriation of any of o r all the Net Cash Proceeds o f any Foreign Asset Sale
would have a material adverse tax cost consequence with respect to such Net Cash
Proceeds, the Net Cash Proceeds so affected may be retained by the applicable
Restricted Foreign Subsidiary, PROVIDED that, in the case of this clause (ii),
on or before the date on which any Net Cash Proceeds so retained would otherwise
have been required to be applied to reinvestments or prepayments pursuant to
Section 5.2(a), (x) the Borrower applies an amount equal to such Net Cash
Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had
been received by the Borrower rather than such Restricted Foreign Subsidiary,
less the amount of additional taxes that would have been payable or reserved
against if such Net Cash Proceeds had been repatriated (or, if less, the Net
Cash Proceeds that would be calculated if


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                                                                              49

received by such Foreign Subsidiary) or (y) such Net Cash Proceeds are applied
to the repayment of Indebtedness of a Restricted Foreign Subsidiary.

          5.3 METHOD AND PLACE OF PAYMENT. (a) Except as otherwise specifically
provided herein, all payments under this Agreement shall be made, without
set-off, counterclaim or deduction of any kind, to the Administrative Agent for
the ratable account of the Lenders entitled thereto, the Letter o f Credit
Issuer or Chase, as the case maybe, not later than 12:00 Noon (New York time) on
the date when due and shall be made in immediately available funds and in lawful
money of the United States of America at the Administrative Agent's Office, it
being understood that written or facsimile notice by the Borrower to the
Administrative Agent to make a payment from the funds in the Borrower's account
at the Administrative Agent's Office shall constitute the making of such payment
to the extent of such funds held in such account. The Administrative Agent will
thereafter cause to be distributed on the same day (if payment was actually
received by the Administrative Agent prior to 2:00 P.M. (New York time) on such
day) like funds relating to the payment of principal or interest or Fees ratably
to the Lenders entitled thereto.

          (b) Any payments under this Agreement that are made later than 2:00
P.M. (New York time) shall be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day that is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

          5.4 NET PAYMENTS. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any current or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu
of net income taxes) imposed on the Administrative Agent or any Lender and (ii)
any taxes imposed on the Administrative Agent or any Lender as a result of a
current or former connection between the Administrative Agent or such Lender and
the jurisdiction of the Governmental Authority imposing SUCH tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement). If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings ("NON-EXCLUDED
TAXES") are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any SUCH other amounts payable hereunder at the
rates or in the amounts specified in this Agreement; PROVIDED, HOWEVER, that the
Borrower shall not be required to increase any such amounts payable to any
Lender that is not organized under the laws of the United States of America or a
state thereof if SUCH Lender fails to comply with the requirements of paragraph
(b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of such Lender, as
the case maybe, a certified copy of an original official receipt received by the
Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest, costs or penalties that may become payable
by the Administrative Agent or any Lender as a result of any such failure.


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                                                                              50

The agreements in this Section 5.4(a) shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

          (b) Each Lender that is not incorporated or organized under the laws
of the United States of America or a state thereof shall:

               (i) deliver to the Borrower and the Administrative Agent two
     copies of either United States Internal Revenue Service Form 1001 or Form
     4224 or, in the case of Non-U.S. Lender claiming exemption from U.S.
     Federal withholding tax under Section 871(h) or 881(c) of the Code with
     respect to payments of "portfolio interest", a Form W 8, or any subsequent
     versions thereof or successors thereto (and, if such Non-U.S. Lender
     delivers a Form W-8, a certificate representing that such Non-U.S. Lender
     is not a bank for purposes of Section 881(c) of the Code, is not a
     10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
     Code) of the Borrower and is not a controlled foreign corporation related
     to the Borrower (within the meaning of Section 864(d)(4) of the Code)),
     properly completed and duly executed by such Non-U.S. Lender claiming
     complete exemption from, or reduced rate of, U.S. Federal withholding tax
     on payments by the Borrower under this Agreement;

               (ii) deliver to the Borrower and the Administrative Agent two
     further copies of any such form or certification on or before the date that
     any such form or certification expires or becomes obsolete and after the
     occurrence of any event requiring a change in the most recent form
     previously delivered by it to the Borrower; and

               (iii) obtain such extensions of time for fling and complete such
     forms or certifications as may reasonably be requested by the Borrower or
     the Administrative Agent;

unless in any such case any change in treaty, law or regulation has occurred
prior to the date on which any such delivery would otherwise be required that
renders any such form inapplicable or would prevent such Lender from duly
completing and delivering any such form with respect to it and such Lender so
advises the Borrower and the Administrative Agent. Each Person that shall become
a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6
shall, upon the effectiveness of the related transfer, be required to provide
all the forms and statements required pursuant to this Section 5.4(b), provided
that in the case of a Participant such Participant shall furnish all such
required forms and statements to the Lender from which the related participation
shall have been purchased.

          (c) The Borrower shall not be required to indemnify any Non-U. S.
Lender, or to pay any additional amounts to any Non-U. S. Lender, in respect of
U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that
(i) the obligation to withhold amounts with respect to U.S. Federal withholding
tax existed on the date such Non-U. S. Lender became a party to this Agreement
(or, in the case of a Non-U.S. Participant, on the date such Participant became
a Participant hereunder); PROVIDED, -------- however, that this clause (i) shall
not apply to the extent that (x) the indemnity payments or additional amounts
any Lender (or Participant) would be entitled to receive (without regard to this
clause (i)) do not exceed the indemnity payment or additional amounts that the
person making the assignment, participation or transfer to such Lender (or
Participant) would have been entitled to receive in the absence of such
assignment, participation or transfer, or (y) such assignment, participation or
transfer had been requested by the Borrower, (ii) the obligation to pay such
additional amounts would not have arisen but for a failure by such Non-U.S.
Lender or Non-U.S.

<PAGE>

                                                                              51

Participant to comply with the provisions of paragraph (b) above or (iii) any of
the representations or certifications made by a Non-U. S. Lender or Non-U. S.

          Participant pursuant to paragraph (b) above are incorrect at the time
a payment hereunder is made, other than by reason of any change in treaty, law
or regulation having effect after the date such representations or
certifications were made.

          (d) If the Borrower determines in good faith that a reasonable basis
exists for contesting any taxes for which indemnification has been demanded
hereunder, the relevant Lender or the Administrative Agent, as applicable, shall
cooperate with the Borrower in challenging such taxes at the Borrower's expense
if so requested by the Borrower. If any Lender or the Administrative Agent, as
applicable, receives a refund of a tax for which a payment has been made by the
Borrower pursuant to this Agreement, which refund in the good faith judgment of
such Lender or Administrative Agent, as the case may be, is attributable to such
payment made by the Borrower, then the Lender or the Administrative Agent, as
the case may be, shall reimburse the Borrower for such amount as the Lender or
Administrative Agent, as the case may be, determines to be the proportion of the
refund as will leave it, after such reimbursement, in no better or worse
position than it would have been in if the payment had not been required. A
Lender or Administrative Agent shall claim any refund that it determines is
available to it, unless it concludes in its reasonable discretion that it would
be adversely affected by making such a claim. Neither the Lender nor the
Administrative Agent shall be obliged to disclose any information regarding its
tax affairs or computations to the Borrower in connection with this paragraph
(d) or any other provision of this Section 5.4.

          (e) Each Lender represents and agrees that, on the date hereof and at
all times during the term of this Agreement, it is not and will not be a conduit
entity participating in a conduit financing arrangement (as defined in Section
7701(1) of the Code and the regulations thereunder) with respect to the
Borrowings hereunder unless the Borrower has consented to such arrangement prior
thereto.

          5.5 COMPUTATIONS OF INTEREST AND FEES. (a) Interest on Eurodollar
Loans and, except as provided in the next succeeding sentence, ABR Loans shall
be calculated on the basis of a 360-day year for the actual days elapsed.
Interest on ABR Loans in respect of which the rate of interest is calculated on
the basis of the Prime Rate and interest on overdue interest shall be calculated
on the basis of a 365- (or 366-, as the case may be) day year for the actual
days elapsed.

          (b) Fees and Letter of Credit Outstanding shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.

          SECTION 6. CONDITIONS PRECEDENT TO AMENDMENT AND RESTATEMENT.

          The obligations of the Lenders to make Tranche C Term Loans and the
amendment and restatement of the Original Credit Agreement by this Agreement are
subject to the satisfaction of the following conditions precedent:

          6.1 CREDIT DOCUMENTS. The Administrative Agent shall have received (a)
this Agreement, executed and delivered by a duly authorized officer of (i) the
Borrower, (ii) the Required Lenders (as defined in the Original Credit Agreement
) and (iii) each Lender with a Tranche C Term Loan Commitment, (b) the
Guarantee, executed and delivered by a duly authorized officer of each
Guarantor, (c) the Pledge Agreement, executed and delivered by each pledgor
party thereto, (d) all certificates representing securities pledged under the
Pledge Agreement, accompanied by instruments of transfer and undated stock
powers endorsed in blank and (e) the Reaffirmation Agreement, executed and
delivered by each Guarantor party thereto.


<PAGE>

                                                                              52

          6.2 CLOSING CERTIFICATE. The Administrative Agent shall have received
a certificate of each Credit Party, dated the Restatement Date, substantially in
the form of Exhibit G, with appropriate insertions, executed by the President or
any Vice President and the Secretary or any Assistant Secretary of such Credit
Party, and attaching the documents referred to in Sections 6.3 and 6.4.

          6.3 CORPORATE PROCEEDINGS OF EACH CREDIT PARTY. The Administrative
Agent shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, o f the Board o f Directors o f each
Credit Party (or a duly authorized committee thereof) authorizing (a) the
execution, delivery and performance of the Credit Documents, the First
Acquisition Agreement and the Second Acquisition Agreement (and any agreements
relating thereto) to which it is a party and (b) in the case of the Borrower,
the extensions of credit contemplated hereunder.

          6.4 CORPORATE DOCUMENTS. The Administrative Agent shall have received
true and complete copies of the certificate of incorporation and by-laws of each
Credit Party.

          6.5 NO MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the business, assets, operations, properties, financial
condition or prospects of the Borrower and its Subsidiaries taken as a whole
since December 31, 1998.

          6.6 FEES. The Administrative Agent shall have received the fees
referred to in Section 4.1 (e) to be received on the Restatement Date.

          6.7 ACQUISITIONS AND THE EQUITY CONTRIBUTION. Each of the Acquisitions
and the Equity Contribution shall have been, or substantially simultaneously
with the finding of Tranche C Term Loans, shall be, consummated in accordance
with applicable law and, as applicable, the First Acquisition Agreement and the
Second Acquisition Agreement (without giving effect to any amendments or waivers
to the First Acquisition Agreement or the Second Acquisition Agreement that are
adverse to the Lenders and are not reasonably satisfactory to the Lenders).

          6.8 CLOSING DATE BALANCE SHEET. The Lenders shall have received a pro
FORMA consolidated closing balance sheet of the Borrower giving effect to the
Acquisitions, the financing therefor and the other transactions contemplated
hereby and thereby, dated the Restatement Date.

          6.9 SOLVENCY CERTIFICATE. The Lenders shall have received a
certificate from a senior executive officer of the Borrower, in form and
substance reasonably satisfactory to the Agents, as to the solvency of the
Borrower and its Subsidiaries on a consolidated basis after giving effect to the
Acquisitions, the making of the Tranche C Term Loans, the Equity Contribution
and the consummation of the other transactions contemplated hereby.

          6.10 REQUIRED APPROVALS. All requisite material Governmental
Authorities and third parties shall have approved or consented to the
Acquisitions and the other transactions contemplated hereby to the extent
required, all applicable appeal periods shall have expired and there shall be no
governmental or judicial action, actual or threatened, that has or could have a
reasonable likelihood of restraining, preventing or imposing materially
burdensome conditions on the Acquisitions, the financing therefor or the other
transactions contemplated hereby or thereby.

          6.11 LEGAL OPINIONS. The Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinion of (a) Simpson
Thacher & Bartlett, special New York counsel to the Borrower, substantially in
the form of Exhibit E-1, (b) Ray


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                                                                              53

Kulla, general counsel to the Borrower, substantially in the form of Exhibit
E-2, and the Borrower hereby instructs such counsel to deliver such legal
opinions.

          6.12 AUDITED FINANCIAL STATEMENTS. The Administrative agent shall have
received the consolidated balance sheets of the Borrower and its subsidiaries,
the First Target and its subsidiaries and the Second Target and its subsidiaries
for the fiscal period ending, in the case of (a) the Borrower and its
subsidiaries and the Second Target and its subsidiaries, December 31, 1998, and
(b) the First Target and its subsidiaries, January 3, 1999, and the related
consolidated statements of income and retained savings and of cash flow for such
fiscal periods and certified by, in the case of (a) the Borrower and its
subsidiaries, Deloitte & Touche LLP, (b) the First Target and its subsidiaries
KPMG LLP, and (c) the Second Target and its subsidiaries PricewaterhouseCoopers
LLP.

          6.13 NO DEFAULT After giving effect to the amendment and restatement
of the Original Credit Agreement, the Acquisitions and the other transactions
contemplated hereby, no Default or Event of Default has occurred and is
continuing.

          SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The agreement of
each Lender to make any Loan requested to be made by it on any date (including,
without limitation, its initial Tranche C Term Loan, but excluding Mandatory
Borrowings) and the obligation of the Letter of Credit Issuer to issue Letters
of Credit on any date is subject to the satisfaction of the following conditions
precedent:

          7.1 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time o f each
Credit Event and also after giving effect thereto (a) there shall exist no
Default or Event of Default and (b) all representations and warranties made by
any Credit Party contained herein or in the other Credit Documents shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event (except where such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties shall have
been true and correct in all material respects as of such earlier date).

          7.2 NOTICE OF BORROWING LETTER OF CREDIT REQUEST. (a) Prior to the
making of each Term Loan, each Revolving Credit Loan (other than any Revolving
Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the
Administrative Agent shall have received a Notice of Borrowing (whether in
writing or by telephone) meeting the requirements of Section 2.3.

          (b) Prior to the issuance of each Letter of Credit, the Administrative
Agent and the Letter of Credit Issuer shall have received a Letter of Credit
Request meeting the requirements of Section 3.2(a).

          The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each Credit Party to each of the Lenders that all
the applicable conditions specified above exist as of that time.

          SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Lenders to enter into this Agreement, to make and continue the Loans
and issue, maintain or participate in Letters of Credit as provided for herein,
the Borrower makes the following representations and warranties to, and
agreements with, the Lenders, all of which shall survive the execution and
delivery of this Agreement and the making of the Loans and the issuance of the
Letters of Credit:


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                                                                              54

          8.1 CORPORATE STATUS. The Borrower and each Material Subsidiary (a) is
a duly organized and validly existing corporation or other entity in good
standing under the laws of the jurisdiction of its organization and has the
corporate or other organizational power and authority to own its property and
assets and to transact the business in which it is engaged and (b) has duly
qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified, except where the failure
to be so qualified could not reasonably be expected to result in a Material
Adverse Effect.

          8.2 CORPORATE POWER AND AUTHORITY. Each Credit Party has the corporate
power and authority to execute, deliver and carry out the terms and provisions
of the Credit Documents to which it is a party and has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Credit Documents to which it is a party. Each Credit Party has duly executed and
delivered each Credit Document to which it is a party and each such Credit
Document constitutes the legal, valid and binding obligation of such Credit
Party enforceable in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and subject to general principles of equity.

          8.3 NO VIOLATION. Neither the execution, delivery and performance by
any Credit Party of the Credit Documents to which it is a party nor compliance
with the terms and provisions thereof nor the consummation of the Acquisitions
and the other transactions contemplated therein will (a) contravene any
applicable provision of any material law, statute, rule, regulation, order,
writ, injunction or decree of any court or governmental instrumentality, (b)
result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien upon any of the property or
assets of the Borrower or any of the Restricted Subsidiaries pursuant to, the
terms of any material indenture (including the Subordinated Note Indenture),
loan agreement, lease agreement, mortgage, deed o f trust, agreement or other
material instrument to which the Borrower or any of the Restricted Subsidiaries
is a party or by which it or any of its property or assets is bound or (c)
violate any provision of the certificate of incorporation or By-Laws of the
Borrower or any of the Restricted Subsidiaries.

          8.4 LITIGATION. Except as set forth in the Borrower's audited
financial statements for the fiscal year ended December 31, 1998, there are no
actions, suits or proceedings (including, without limitation, Environmental
Claims) pending or, to the knowledge of the Borrower, threatened with respect to
the Borrower or any of its Subsidiaries that could reasonably be expected to
result in a Material Adverse Effect.

          8.5 MARGIN REGULATIONS. Neither the making of any Loan hereunder nor
the use of the proceeds thereof will violate the provisions of Regulation T, U
or X of the Board.

          8.6 GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any Governmental Authority is required to authorize or is required
in connection with (a) the execution, delivery and performance of any Credit
Document or (b) the legality, validity, binding effect or enforceability of any
Credit Document, except any of the foregoing the failure to obtain or make could
not reasonably be expected to have a Material Adverse Effect.

          8.7 INVESTMENT COMPANY ACT. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

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                                                                              55

          8.8 TRUE AND COMPLETE DISCLOSURE. (a) All factual information and data
(taken as a whole) heretofore or contemporaneously furnished by the Borrower,
any of its Subsidiaries or any of their respective authorized representatives in
wring to the Administrative Agent and/or any Lender on or before the Restatement
Date (including, without limitation, (i) the Confidential Information Memorandum
and (ii) all information contained in the Credit Documents) for purposes of or
in connection with this Agreement or any transaction contemplated herein was
true and complete in all material respects on the date as of which such
information or data is dated or certified and was not incomplete by omitting to
state any material fact necessary to make such information and data (taken as a
whole) not misleading at such time in light of the circumstances under which
such information or data was furnished, it being understood and agreed that far
purposes of this Section 8.8(a), such factual information and data shall not
include projections and pro forma financial information.

          (b) The projections and pro forma financial information contained in
the information and data referred to in paragraph (a) above were based on good
faith estimates and assumptions believed by such Persons to be reasonable at the
time made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.

          8.9 FINANCIAL CONDITION; FINANCIAL STATEMENTS. The consolidated
balance sheet of the Borrower and its Subsidiaries at December 31, 1998, and the
related consolidated statements of operations and cash flows for the fiscal year
ended as of such date, which statements have been audited by Deloitte & Touche
LLP, independent certified public accountants, who delivered an unqualified
opinion with respect thereto, in each case present fairly in all material
respects the consolidated financial position of the Borrower and its
Subsidiaries at the respective dates of said statements and the results of
operations for the respective periods covered thereby. All such financial
statements have been prepared in accordance with GAAP consistently applied
except to the extent provided in the notes to said financial statements. There
has been no Material Adverse Change since December 31, 1998, other than solely
as a result of changes in general economic conditions.

          8.10 TAX RETURNS AND PAYMENTS. Each of the Borrower and its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it that have become due, other than
those not yet delinquent or contested in good faith. The Borrower and each of
its Subsidiaries have paid, or have provided adequate reserves (in the good
faith judgment of the management of the Borrower) in accordance with GAAP for
the payment of, all material federal, state and foreign income taxes applicable
far all prior fiscal years and for the current fiscal year to the Restatement
Date.

          8.11 COMPLIANCE WITH ERISA Each Plan is in compliance with ERISA, the
Code and any applicable Requirement of Law; no Reportable Event has
occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is
insolvent or in reorganization (or is reasonably likely to be insolvent or in
reorganization), and no written notice of any such insolvency or reorganization
has been given to the Borrower, any Subsidiary or any ERISA Affiliate; no Plan
(other than a multiemployer plan) has an accumulated or waived funding
deficiency (or is reasonably likely to have such a deficiency); neither the
Borrower nor any Subsidiary nor any ERISA Affiliate has incurred (or is
reasonably likely expected to incur) any liability to or on account of a Plan
pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or
4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in
writing that it will incur any liability under any of the foregoing Sections
with respect to any Plan; no proceedings

<PAGE>
                                                                              56

have been instituted (or are reasonably likely to be instituted) to terminate or
to reorganize any Plan or to appoint a trustee to administer any Plan, and no
written notice of any such proceedings has been given to the Borrower, any
Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA
on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists
(or is reasonably likely to exist) nor has the Borrower, any Subsidiary or any
ERISA Affiliate been notified in writing that such a lien will be imposed on the
assets of the Borrower, any Subsidiary or any ERISA Affiliate on account of any
Plan, EXCEPT to the extent that a breach of any of the foregoing
representations, warranties or agreements in this Section 8.11 would not result,
individually or in the aggregate, in an amount of liability that would be
reasonably 1ikely to have a Material Adverse Effect or relates to any matter
disclosed in the financial statements of the Borrower contained in the
Confidential Information Memorandum. No Plan (other than a multiemployer plan)
has an Unfunded Current Liability that would, individually or when taken
together with any other liabilities referenced in this Section 8.11, be
reasonably likely to have a Material Adverse Effect. With respect to Plans that
are multiemployer plans (as defined in Section 3(37) of ERISA), the
representations and warranties in this Section 8.11, other than any made with
respect to (a) liability under Section 4201 or 4204 of ERISA or (b) liability
for termination or reorganization of such Plans under ERISA, are made to the
best knowledge of the Borrower.

          8.12 SUBSIDIARIES. Schedule 8.12 lists each Subsidiary of the Borrower
(and the direct and indirect ownership interest of the Borrower therein), in
each case existing on the Restatement Date. To the knowledge of the Borrower,
each Material Subsidiary as of the Restatement Date has been so designated on
Schedule 8.12.

          8.13 PATENTS, ETC. The Borrower and each of the Restricted
Subsidiaries have obtained all patents, trademarks, servicemarks, trade names,
copyrights, licenses and other rights, free from burdensome restrictions, that
are necessary for the operation of their respective businesses as currently
conducted and as proposed to be conducted, except where the failure to obtain
any such rights could not reasonably be expected to have a Material Adverse
Effect.

          8.14 ENVIRONMENTAL LAWS. (a) Other than instances of noncompliance
that could not reasonably be expected to have a Material Adverse Effect: (i) the
Borrower and each of its Subsidiaries are in compliance with all Environmental
Laws in all jurisdictions in which the Borrower and each of its Subsidiaries are
currently doing business (including, without limitation, having obtained all
material permits required under Environmental Laws) and (ii) the Borrower will
comply and cause each of its Subsidiaries to comply with all such Environmental
Laws (including, without limitation, all permits required under Environmental
Laws).

          (b) Neither the Borrower nor any of its Subsidiaries has treated,
stored, transported or disposed of Hazardous Materials at or from any currently
or formerly owned Real Estate (as defined in Section 9.1(f)) or facility
relating to its business in a manner that could reasonably be expected to have a
Material Adverse Effect.

          8.15 PROPERTIES. The Borrower and each of the Restricted Subsidiaries
have good title to or leasehold interest in all properties that are necessary
for the operation of their respective businesses as currently conducted and as
proposed to be conducted, free and clear of all Liens (other than any Liens
permitted by this Agreement) and except where the failure to have such good
title could not reasonably be expected to have a Material Adverse Effect.

          8.16 NO DEFAULT. After giving effect to the amendment and restatement
of the Original Credit Agreement, the Acquisitions and the other transactions
contemplated hereby, no Default or Event of Default has occurred and is
continuing.

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                                                                              57

          8.17 OWNERSHIP OF ASSETS. Before and after giving effect to the
amendment and restatement of the Original Credit Agreement, the Pledged
Subsidiaries hold assets representing not less than a substantial majority of
the aggregate fair value of the assets of the Borrower and its Subsidiaries
(determined by the Borrower in good faith on a consolidated basis).

          8.18. YEAR 2000. Any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) the Borrower's computer
systems and (ii) equipment containing embedded microchips (including systems and
equipment supplied by others) and the testing of all such systems and equipment,
as so reprogrammed, is completed except to the extent that the failure to
complete such reprogramming and testing could not reasonably be expected to have
a Material Adverse Effect. The cost to the Borrower of such reprogramming and
testing and of the reasonably foreseeable consequences of year 2000 to the
Borrower (including, without limitation, reprogramming errors and failure of
others' systems or equipment) is not reasonably likely to have a Material
Adverse Effect.

          SECTION 9. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and
agrees that on the Restatement Date and thereafter, for so long as this
Agreement is in effect and until the Commitments, the Swingline Commitment and
each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:

          9.1 INFORMATION COVENANTS. The Borrower will furnish to each Lender
and the Administrative Agent:

          (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event
     on or before the date on which such financial statements are required to be
     filed with the SEC, the consolidated balance sheet of (i) the Borrower and
     the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in
     each case as at the end of such fiscal year and the related consolidated
     statement of operations and cash flows for such fiscal year, setting forth
     comparative consolidated figures for the preceding fiscal year, and
     certified by independent certified public accountants of recognized
     national standing whose opinion shall not be qualified as to the scope of
     audit or as to the status of the Borrower or any of the Material
     Subsidiaries as a going concern, together in any event with a certificate
     of such accounting firm stating that in the course of its regular audit of
     the business of the Borrower and the Material Subsidiaries, which audit was
     conducted in accordance with generally accepted auditing standards, such
     accounting firm has obtained no knowledge of any Default or Event of
     Default relating to Section 10.9, 10.10 and 10.11 that has occurred and is
     continuing or, if in the opinion of such accounting firm such a Default or
     Event of Default has occurred and is continuing, a statement as to the
     nature thereof.

          (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any
     event on or before the date on which such financial statements are required
     to be filed with the SEC with respect to each of the first three quarterly
     accounting periods in each fiscal year of the Borrower, the consolidated
     balance sheet of (i) the Borrower and the Restricted Subsidiaries and (ii)
     the Borrower and its Subsidiaries, in each case as at the end of such
     quarterly period and the related consolidated statement of operations for
     such quarterly accounting period and for the elapsed portion of the fiscal
     year ended with the last day of such quarterly period, and the related
     consolidated statement of cash flows for the elapsed portion of the fiscal
     year ended with the last day of such quarterly period, and setting forth
     comparative consolidated figures for the related periods in the prior
     fiscal year or, in the case of such consolidated balance sheet, for the
     last day of the prior fiscal year, all of

<PAGE>
                                                                              58

     which shall be certified by an Authorized Officer of the Borrower, subject
     to changes resulting from audit and normal year-end audit adjustments.

          (c) BUDGETS. Within 60 days after the commencement of each fiscal
     year of the Borrower, budgets of the Borrower in reasonable detail for the
     fiscal year as customarily prepared by management of the Borrower for its
     internal use, setting forth the principal assumptions upon which such
     budgets are based.

          (d) OFFICER'S CERTIFICATES. At the time of the delivery of the
     financial statements provided for in Sections 9.1(a) and (b), a certificate
     of an Authorized Officer of the Borrower to the effect that no Default or
     Event of Default exists or, if any Default or Event of Default does exist,
     specifying the nature and extent thereof, which certificate shall set forth
     (i) the calculations required to establish whether the Borrower and its
     Subsidiaries were in compliance with the provisions of Sections 10.9, 10.10
     and 10.11 as at the end of such fiscal year or period, as the case may be,
     (ii) a specification of any change in the identity of the Restricted
     Subsidiaries, Unrestricted Subsidiaries, Acquisition Subsidiaries and
     Foreign Subsidiaries as at the end of such fiscal year or period, as the
     case may be, from the Restricted Subsidiaries, Unrestricted Subsidiaries,
     Acquisition Subsidiaries, and Foreign Subsidiaries, respectively, provided
     to the Lenders on the Restatement Date or the most recent fiscal year or
     period, as the case may be, (iii) the then applicable Status and (iv) the
     amount of any Pro Forma Adjustment not previously set forth in a Pro Forma
     Adjustment Certificate or any change in the amount of a Pro Forma
     Adjustment set forth in any Pro Forma Adjustment Certificate previously
     provided and, in either case, in reasonable detail, the calculations and
     basis therefor; and at the time of the delivery of the financial statements
     provided for in Section 9.1(a), a certificate of an Authorized Officer of
     the Borrower setting forth in reasonable detail the Available Amount as at
     the end of the fiscal year to which such financial statements relate.

          (e) NOTICE OF DEFAULT OR LITIGATION Promptly after an Authorized
     Officer of the Borrower or any of its Subsidiaries obtains knowledge
     thereof, notice of (i) the occurrence of any event that constitutes a
     Default or Event of Default, which notice shall specify the nature thereof
     the period of existence thereof and what action the Borrower proposes to
     take with respect thereto, and (ii) any litigation or governmental
     proceeding pending against the Borrower or any of its Subsidiaries that
     could reasonably be expected to result in a Material Adverse Effect.

          (f) ENVIRONMENTAL MATTERS. The Borrower will promptly advise the
     Lenders in writing after obtaining knowledge of any one or more of the
     following environmental matters, unless such environmental matters would
     not, individually or when aggregated with all other such matters, be
     reasonably expected to result in a Material Adverse Effect:

               (i) Any pending or threatened Environmental Claim against the
          Borrower or any of its Subsidiaries or any Real Estate (as defined
          below);

               (ii) Any condition or occurrence on any Real Estate that (x)
          results in noncompliance by the Borrower or any of its Subsidiaries
          with any applicable Environmental Law or (y) could reasonably be
          anticipated to form the basis of an Environmental Claim against the
          Borrower or any of its Subsidiaries or any Real Estate;

               (iii) Any condition or occurrence on any Real Estate that could
          reasonably be anticipated to cause such Real Estate to be subject to
          any re-

<PAGE>
                                                                              59

          strictions on the ownership, occupancy, use or transferability of
          such Real Estate under any Environmental Law; and

               (iv) The taking of any removal or remedial action in response to
          the actual or alleged presence of any Hazardous Material on any Real
          Estate.

     All such notices shall describe in reasonable detail the nature of the
     claim, investigation, condition, occurrence or removal or remedial action
     and the Borrower's response thereto. The term "REAL ESTATE" shall mean
     land, buildings and improvements owned or leased by the Borrower or any of
     its Subsidiaries, but excluding all operating fixtures and equipment,
     whether or not incorporated into improvements.

          (g) OTHER INFORMATION. Promptly upon filing thereof, copies of any
     filings on Form 10-K, 10-Q or 8-K or registration statements with, and
     reports to, the SEC by the Borrower or any of its Subsidiaries (other than
     amendments to any registration statement (to the extent such registration
     statement, in the form it becomes effective, is delivered to the Lenders),
     exhibits to any registration statement and any registration statements on
     Form S-8) and copies of all financial statements, proxy statements, notices
     and reports that the Borrower or any of its Subsidiaries shall send to the
     holders of any publicly issued debt of the Borrower and/or any of its
     Subsidiaries (including the Subordinated Notes) in their capacity as such
     holders (in each case to the extent not theretofore delivered to the
     Lenders pursuant to this Agreement) and, with reasonable promptness, such
     other information (financial or otherwise) as the Administrative Agent on
     its own behalf or on behalf of any Lender may reasonably request in writing
     from time to time.

          (h) PRO FORMA ADJUSTMENT CERTIFICATE. Not later than the consummation
     of the acquisition of any Acquired Entity or Business by the Borrower or
     any Restricted Subsidiary for which there shall be a Pro Forma Adjustment,
     a certificate of an Authorized Officer of the Borrower setting forth the
     amount of such Pro Forma Adjustment and, in reasonable detail, the
     calculations and basis therefor.

          9.2 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will cause
each of the Specified Subsidiaries to, permit officers and designated
representatives of the Administrative Agent or the Required Lenders to visit and
inspect any of the properties or assets of the Borrower and any such Specified
Subsidiary in whomsoever's possession to the extent that it is within the
Borrower's or such Specified Subsidiary's control to permit such inspection, and
to examine the books of account of the Borrower and any such Specified
Subsidiary and discuss the affairs, finances and accounts of the Borrower and of
any such Specified Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all at such reasonable times and
intervals and to such reasonable extent as the Administrative Agent or the
Required Lenders may desire.

          9.3 MAINTENANCE OF INSURANCE. The Borrower will, and will cause each
of the Material Subsidiaries to, at all times maintain in full force and effect,
with insurance companies that the Borrower believes (in the good faith judgment
of the management of the Borrower) are financially sound and responsible at the
time the relevant coverage is placed or renewed, insurance in at least such
amounts and against at least such risks (and with such risk retentions) as are
usually insured against in the same general area by companies engaged in the
same or a similar business; and will furnish to the Lenders, upon written
request from the Administrative Agent, information presented in reasonable
detail as to the insurance so carried.

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                                                                              60

          9.4 PAYMENT OF TAXES. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which material penalties attach thereto, and all lawful material clams that, if
unpaid, could reasonably be expected to become a material Lien upon any
properties of the Borrower or any of the Restricted Subsidiaries, PROVIDED that
neither the Borrower nor any of its Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim that is being contested in good
faith and by proper proceedings if it has maintained adequate reserves (in the
good faith judgment of the management of the Borrower) with respect thereto in
accordance with GAAP.

          9.5 CONSOLIDATED CORPORATE FRANCHISES. The Borrower will do, and will
cause each Material Subsidiary to do, or cause to be done, all things necessary
to preserve and keep in full force and effect its existence, corporate rights
and authority, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect; PROVIDED, HOWEVER,
that the Borrower and its Subsidiaries may consummate any transaction permitted
under Section 10.3, 10.4 or 10.5.

          9.6 COMPLIANCE WITH STATUTES, OBLIGATIONS, ETC. The Borrower will, and
will cause each Subsidiary to, comply with all applicable laws, rules,
regulations and orders, except to the extent the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

          9.7 ERISA. Promptly after the Borrower or any Subsidiary or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following
events that, individually or in the aggregate (including in the aggregate such
events previously disclosed or exempt from disclosure hereunder, to the extent
the liability therefor remains outstanding), would be reasonably likely to have
a Material Adverse Effect, the Borrower will deliver to each of the Lenders a
certificate of an Authorized Officer or any other senior officer of the Borrower
setting forth details as to such occurrence and the action, if any, that the
Borrower, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices (required, proposed or otherwise) given to or
filed with or by the Borrower, such Subsidiary, such ERISA Affiliate, the PBGC,
a Plan participant (other than notices relating to an individual participant's
benefits) or the Plan administrator with respect thereto: that a Reportable
Event has occurred; that an accumulated funding deficiency has been incurred or
an application is to be made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required installment
payments) or an extension of any amortization period under Section 412 of the
Code with respect to a Plan; that a Plan having an Unfunded Current Liability
has been or is to be terminated, reorganized, partitioned or declared insolvent
under Title IV of ERISA (including the giving of written notice thereof); that
a Plan has an Unfunded Current Liability that has or will result in a lien under
ERISA or the Code; that proceedings will be or have been instituted to terminate
a Plan having an Unfunded Current Liability (including the giving of written
notice thereof); that a proceeding has been instituted against the Borrower, a
Subsidiary or an ERISA Affiliate pursuant to Section 515 of ERISA to collect
a delinquent contribution to a Plan; that the PBGC has notified the Borrower,
any Subsidiary or any ERISA Affiliate of its intention to appoint a trustee to
administer any Plan; that the Borrower, any Subsidiary or any ERISA Affiliate
has failed to make a required installment or other payment pursuant to Section
412 of the Code with respect to a Plan; or that the Borrower, any Subsidiary or
any ERISA Affiliate has incurred or will incur (or has been notified in writing
that it will incur) any liability (including any contingent or secondary
liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(1),
515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of
the Code.

<PAGE>
                                                                              61

          9.8 GOOD REPAIR. The Borrower will, and will cause each of the
Restricted Subsidiaries to, ensure that its properties and equipment used or
useful in its business in whomever's possession they may be to the extent that
it is within the Borrower's or such Restricted Subsidiary's control to cause
same, are kept in good repair, working order and condition, normal wear and tear
excepted, and that from time to time there are made in such properties and
equipment all needful and proper repairs, renewals, replacements, extensions,
additions, betterments and improvements thereto, to the extent and in the manner
customary for companies in similar businesses and consistent with third party
leases, except in each case to the extent the failure to do so could not be
reasonably expected to have a Material Adverse Effect.

                  9.9 TRANSACTIONS WITH AFFILIATES. The Borrower will conduct,
and cause each of the Restricted Subsidiaries to conduct, all transactions with
any of its Affiliates on terms that are substantially as favorable to the
Borrower or such Restricted Subsidiary as it would obtain in a comparable
arm's-length transaction with a Person that is not an Affiliate, PROVIDED that
the foregoing restrictions shall not apply to (a) the payment of customary
annual fees to KKR and/or its Affiliates for management, consulting and
financial services rendered to the Borrower and its Subsidiaries and investment
banking fees paid to KKR and its Affiliates for services rendered to the
Borrower and its Subsidiaries in connection with divestitures, acquisitions,
financings and other transactions, (b) customary fees paid to members of the
Board of Directors of the Borrower and its Subsidiaries and (c) transactions
permitted by Section 10.6.

          9.10 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower will, for
financial reporting purposes, cause (a) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (b) each of
its, and each of its Subsidiaries', fiscal quarters to end on dates consistent
with such fiscal year-end and the Borrower's past practice; PROVIDED, HOWEVER,
that the Borrower may, upon written notice to the Administrative Agent, change
the financial reporting convention specified above to any other financial
reporting convention reasonably acceptable to the Administrative Agent, in which
case the Borrower and the Administrative Agent will, and are hereby authorized
by the Lenders to, make any adjustments to this Agreement that are necessary in
order to reflect such change in financial reporting.

          9.11 ADDITIONAL GUARANTORS. Except as provided in Section 10.10(j) or
(k), the Borrower will cause (a) any direct or indirect Domestic Subsidiary
(other than any Unrestricted Subsidiary or Acquisition Subsidiary) formed or
otherwise purchased or acquired after the date hereof and (b) any Subsidiary
(other than any Unrestricted Subsidiary or Acquisition Subsidiary) that is not a
Domestic Subsidiary on the date hereof but subsequently becomes a Domestic
Subsidiary (other than any Unrestricted Subsidiary or Acquisition Subsidiary),
in each case to execute a supplement to the Guarantee, in form and substance
reasonably satisfactory to the Administrative Agent, in order to become a
Guarantor.

          9.12 PLEDGES OF ADDITIONAL STOCK AND EVIDENCE OF INDEBTEDNESS. Except
as provided in Section 10.1(j) or (k), the Borrower will pledge, and, in the
case of clause (c), will cause each direct Domestic Subsidiary to pledge, to the
Administrative Agent, for the benefit of the Lenders, (a) all the capital stock
of each direct Domestic Subsidiary (other than any Unrestricted Subsidiary,
Acquisition Subsidiary or any Domestic Subsidiary the assets of which consist
primarily of capital stock of Foreign Subsidiaries) and 65% of all the capital
stock of each direct Material Subsidiary that is a Foreign Subsidiary (other
than any Unrestricted Subsidiary or Acquisition Subsidiary), in each case,
formed or otherwise purchased or acquired after the date hereof, in each case
pursuant to a supplement to the Pledge Agreement in form and substance
reasonably satisfactory to the Administrative Agent, (b) all the capital stock
of any direct Domestic Subsidiary (other than any Unrestricted Subsidiary or
Acquisition Subsidiary) and 65% of all the capital stock of each direct Material
Subsidiary that is a Foreign Subsidiary (other than

<PAGE>
                                                                              62

any Unrestricted Subsidiary or Acquisition Subsidiary), in each case that is not
a direct Subsidiary on the date hereof but subsequently becomes a direct
Subsidiary (other than an Unrestricted Subsidiary or Acquisition Subsidiary), in
each case pursuant to a supplement to the Pledge Agreement in form and substance
reasonably satisfactory to the Administrative Agent, and (c) all evidences of
Indebtedness in excess of $5,000,000 received by the Borrower or any of the
direct Domestic Subsidiaries (other than any Unrestricted Subsidiary or
Acquisition Subsidiary) in connection with any disposition of assets pursuant to
Section 10.4(b), in each case pursuant to a supplement to the Pledge Agreement
in form and substance reasonably satisfactory to the Administrative Agent.

          9.13 USE OF PROCEEDS. The Borrower will use the Letters of Credit and
the proceeds of all Loans for the purposes set forth in the introductory
statement to this Agreement.

          9.14 CHANGES IN BUSINESS. The Borrower and its Subsidiaries taken as a
whole will not fundamentally and substantively alter the character of their
business taken as a whole from the business conducted by the Borrower and its
Subsidiaries taken as a whole on the date hereof and other business activities
incidental or related to any of the foregoing.

          9.15 OWNERSHIP OF ASSETS. The Borrower will, from and after the
Restatement Date, refrain from engaging in or permitting to occur any
transaction or other event that results, after giving effect to such transaction
or event, in the Pledged Subsidiaries (and their Restricted Subsidiaries)
holding assets representing less than the lesser of (i) a substantial majority
of the aggregate fair value of the assets of the Borrower and its Subsidiaries
(determined by the Borrower in good faith on a consolidated basis) at such time
and (ii) an aggregate fair value at such time substantially equal to the fair
value (determined by the Borrower in good faith on a consolidated basis) at such
time of the assets initially transferred to Pledged Subsidiaries (and their
Restricted Subsidiaries) pursuant to Section 9.15(a) of the Original Credit
Agreement.

          SECTION 10. NEGATIVE COVENANTS. The Borrower hereby covenants and
agrees that on the Restatement Date and thereafter, for so long as this
Agreement is in effect and until the Commitments, the Swingline Commitment and
each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:

          10.1 LIMITATION ON INDEBTEDNESS. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to
exist any Indebtedness, except:

          (a) Indebtedness arising under the Credit Documents;

          (b) Indebtedness of (i) the Borrower to any Subsidiary of the Borrower
     and (ii) any Restricted Subsidiary to the Borrower or any other Subsidiary
     of the Borrower;

          (c) Indebtedness in respect of any bankers' acceptance, letter of
     credit, warehouse receipt or similar facilities entered into in the
     ordinary course of business;

          (d) except as provided in clauses (j) and (k) below, Guarantee
     Obligations incurred by (i) Restricted Subsidiaries in respect of
     Indebtedness of the Borrower or other Restricted Subsidiaries that is
     permitted to be incurred under this Agreement and (ii) the Borrower in
     respect of Indebtedness of the Restricted Subsidiaries that is permitted to
     be incurred under this Agreement;

<PAGE>
                                                                              63

          (e) Guarantee Obligations incurred in the ordinary course of business
     in respect of obligations of suppliers, customers, franchisees, lessors and
     licensees;

          (f) (i) Indebtedness (including Indebtedness arising under Capital
     Leases) incurred within 270 days of the acquisition, construction or
     improvement of fixed or capital assets to finance the acquisition,
     construction or improvement of such fixed or capital assets or otherwise
     incurred in respect of Capital Expenditures permitted by Section 10.12,
     (ii) Indebtedness arising under Capital Leases entered into in connection
     with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital
     Leases, other than Capital Leases in effect on the Original Closing Date
     and Capital Leases entered into pursuant to subclauses (i) and (ii) above,
     PROVIDED that the aggregate amount of Indebtedness incurred pursuant to
     this subclause (iii) shall not exceed $25,000,000 at any time outstanding,
     and (iv) any refinancing, refunding, renewal or extension of any
     Indebtedness specified in subc1ause (i), (ii) or (iii) above, PROVIDED that
     the principal amount thereof is not increased above the principal amount
     thereof outstanding immediately prior to such refinancing, refunding,
     renewal or extension;


          (g) Indebtedness outstanding on the Original Closing Date and listed
     on Schedule 10.1 and any refinancing, refunding, renewal or extension
     thereof, PROVIDED that (i) the principal amount thereof is not increased
     above the principal amount thereof outstanding immediately prior to such
     refinancing, refunding, renewal or extension, except to the extent
     otherwise permitted hereunder, and (ii) the direct and contingent obligors
     with respect to such Indebtedness are not changed;

          (h) Indebtedness in respect of Hedge Agreements;

          (i) Indebtedness in respect of (i) the Subordinated Loans and (ii) the
     Subordinated Notes;

          (j) (i) Indebtedness of a Person or Indebtedness attaching to assets
     of a Person that, in either case, becomes a Restricted Subsidiary
     (including a Restricted Subsidiary that is also an Acquisition Subsidiary)
     or Indebtedness attaching to assets that are acquired by the Borrower or
     any Restricted Subsidiary (including any Acquisition Subsidiary), in each
     case after the Original Closing Date as the result of a Permitted
     Acquisition, PROVIDED that (w) such Indebtedness existed at the time such
     Person became a Restricted Subsidiary or at the time such assets were
     acquired and, in each case, was not created in anticipation thereof, (x)
     such Indebtedness is not guaranteed in any respect by the Borrower or any
     Restricted Subsidiary (other than any such person that so becomes a
     Restricted Subsidiary), (y)(A) the Borrower pledges the capital stock of
     such Person to the Administrative Agent to the extent required under
     Section 9.12, (B) such Person executes a supplement to the Guarantee to the
     extent required under Section 9.11 and (C) if any such Indebtedness is
     secured, (1) the Guarantee referred to in the preceding subclause (B) is
     equally and ratably secured or (2) in the case of assets acquired by the
     Borrower or any Restricted Subsidiary (other than any Acquisition
     Subsidiary), the Borrower's obligations hereunder or such Restricted
     Subsidiary's Guarantee, as the case may be, are equally and ratably
     secured, PROVIDED that the requirements of this subclause (y) shall not
     apply to an aggregate amount at any time outstanding of up to (and
     including) $75,000,000 of the aggregate of (1) such Indebtedness and (2)
     all Indebtedness as to which the proviso to clause (k)(i)(y) below then
     applies, and (z) the aggregate amount of such Indebtedness and all
     Indebtedness incurred under clause (k) below, when taken together, does not
     exceed $150,000,000 in the aggregate at anytime outstanding, PROVIDED that,
     when calculating the outstanding amount of Indebtedness for purposes of
     this subclause (z), Indebtedness of any Acquisition Subsidiary,
     Indebtedness attaching to assets of any Acquisition

<PAGE>
                                                                              64

     Subsidiary and Indebtedness attaching to assets acquired by any Acquisition
     Subsidiary shall be excluded, and (ii) any refinancing, refunding, renewal
     or extension of any Indebtedness specified in subclause (i) above, PROVIDED
     that, except to the extent otherwise permitted hereunder, (x) the principal
     amount of any such Indebtedness is not increased above the principal amount
     thereof outstanding immediately prior to such refinancing, refunding,
     renewal or extension and (y) the direct and contingent obligors with
     respect to such Indebtedness are not changed;

          (k) (i) Indebtedness of the Borrower or any Restricted Subsidiary
     (including any Acquisition Subsidiary) incurred to finance a Permitted
     Acquisition, PROVIDED that (x) such Indebtedness is not guaranteed in any
     respect by any Restricted Subsidiary (other than any Person acquired (the
     "ACQUIRED PERSON") as a result of such Permitted Acquisition or the
     Restricted Subsidiary so incurring such Indebtedness) or, in the case of
     Indebtedness of any Restricted Subsidiary, by the Borrower, (y)(A) the
     Borrower pledges the capital stock of such acquired Person to the
     Administrative Agent to the extent required under Section 9.12, (B) such
     acquired Person executes a supplement to the Guarantee to the extent
     required under Section 9.11 and (C) if a guarantee by such acquired Person
     of any such Indebtedness is secured by assets of such acquired Person, the
     Guarantee referred to in the preceding subclause (B) is equally and ratably
     secured, PROVIDED that the requirements of this subclause (y) shall not
     apply to an aggregate amount at any time outstanding of up to (and
     including) $75,000,000 of the aggregate of (1) such Indebtedness and (2)
     all Indebtedness as to which the proviso to clause (j)(i)(y) above then
     applies, and (z) the aggregate amount of such Indebtedness and all
     Indebtedness assumed or permitted to exist under clause (j) above, when
     taken together, does not exceed $150,000,000 in the aggregate at anytime
     outstanding, PROVIDED that, when calculating the outstanding amount of
     Indebtedness for purposes of this subclause (z), Indebtedness of any
     Acquisition Subsidiary shall be excluded, and (ii) any refinancing,
     refunding, renewal or extension of any Indebtedness specified in subclause
     (i) above, PROVIDED that (x) the principal amount of any such Indebtedness
     is not increased above the principal amount thereof outstanding immediately
     prior to such refinancing, refunding, renewal or extension and (y) the
     direct and contingent obligors with respect to such Indebtedness are not
     changed, except to the extent otherwise permitted hereunder,

          (1) Indebtedness of Restricted Foreign Subsidiaries in an aggregate
     amount at any time outstanding not to exceed (i) $50,000,000 MINUS (ii) the
     amount, if any, by which the aggregate amount of Indebtedness incurred and
     outstanding at such time pursuant to clause (n) below exceeds $100,000,000;

          (m) (i) Indebtedness incurred in connection with any Permitted Sale
     Leaseback and (ii) any refinancing, refunding, renewal or extension of any
     Indebtedness specified in subclause (i) above, PROVIDED that, except to the
     extent otherwise permitted hereunder, (x) the principal amount of any such
     Indebtedness is not increased above the principal amount thereof
     outstanding immediately prior to such refinancing, refunding, renewal or
     extension and (y) the direct and contingent obligors with respect to such
     Indebtedness are not changed; and

          (n) (i) additional Indebtedness, PROVIDED that the aggregate amount of
     Indebtedness incurred and remaining outstanding pursuant to this clause (n)
     shall not at any time exceed the sum of (x) $100,000,000 and (y) the
     amount, if any, by which $50,000,000 exceeds the aggregate amount of
     Indebtedness then outstanding under clause (1) above, and (ii) any
     refinancing, refunding, renewal or extension of any Indebtedness specified
     in subclause (i) above.

<PAGE>
                                                                              65

          10.2 LIMITATION ON LIENS. The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any Restricted Subsidiary, whether now owned or
hereafter acquired, except:

          (a) Liens arising under the Credit Documents;

          (b) Permitted Liens;

          (c) Liens securing Indebtedness permitted pursuant to Section 10.1(f),
     PROVIDED that such Liens attach at all times only to the assets so
     financed;

          (d) Liens existing on the date hereof;

          (e) Liens existing on the assets of any Person that becomes a
     Restricted Subsidiary, or existing on assets acquired, pursuant to a
     Permitted Acquisition to the extent the Liens on such assets secure
     Indebtedness permitted by Section 10.1(j), PROVIDED that such Liens attach
     at all times only to the same assets that such Liens attached to, and
     secure only the same Indebtedness that such Liens secured, immediately
     prior to such Permitted Acquisition;

          (f) (i) Liens placed upon the capital stock of any Restricted
     Subsidiary acquired pursuant to a Permitted Acquisition to secure
     Indebtedness of the Borrower or any other Restricted Subsidiary incurred
     pursuant to Section 10.1(k) in connection with such Permitted Acquisition,
     (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a
     guarantee by such Restricted Subsidiary of any such Indebtedness of the
     Borrower or any other Restricted Subsidiary and (iii) Liens placed upon the
     capital stock or assets of any Acquisition Subsidiary to secure
     Indebtedness of such Acquisition Subsidiary incurred pursuant to Section
     10.1(k) in connection with any Permitted Acquisition;

          (g) the replacement, extension or renewal of any Lien permitted by
     clauses (a) through (f) above upon or in the same assets theretofore
     subject to such Lien or the replacement, extension or renewal (without
     increase in the amount or change in any direct or contingent obligor except
     to the extent otherwise permitted hereunder) of the Indebtedness secured
     thereby; and

          (h) additional Liens so long as the aggregate principal amount of the
     obligations so secured does not exceed $25,000,000 at any time outstanding.

          10.3 LIMITATION ON FUNDAMENTAL CHANGES. Except as expressly permitted
by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the
Restricted Subsidiaries to, enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of all or substantially all its business units, assets or
other properties, except that:

               (i) any Subsidiary of the Borrower or any other Person may be
          merged or consolidated with or into the Borrower, PROVIDED that (i)
          the Borrower shall be the continuing or surviving corporation or the
          Person formed by or surviving any such merger or consolidation (if
          other than the Borrower) shall be a corporation organized or existing
          under the laws of the United States, any state thereof, the District
          of Columbia or any territory thereof (the Borrower or such Person, as
          the

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                                                                              66

          case maybe, being herein referred to as the "SUCCESSOR BORROWER"),
          (ii) the Successor Borrower (if other than the Borrower) shall
          expressly assume all the obligations of the Borrower under this
          Agreement and the other Credit Documents pursuant to a supplement
          hereto or thereto in form reasonably satisfactory to the
          Administrative Agent, (iii) no Default or Event of Default would
          result from the consummation of such merger or consolidation, (iv) the
          Successor Borrower shall be in compliance, on a pro forma basis after
          giving effect to such merger or consolidation, with the covenants set
          forth in Sections 10.9, 10.10 and 10.11, as such covenants are
          recomputed as at the last day of the most recently ended Test Period
          under such Section as if such merger or consolidation had occurred
          on the first day of such Test Period, (v) each Guarantor, unless it is
          the other party to such merger or consolidation, shall have by a
          supplement to the Guarantee confirmed that its Guarantee shall apply
          to the Successor Borrower's obligations under this Agreement and (vi)
          the Borrower shall have delivered to the Administrative Agent an
          officer's certificate and an opinion of counsel, each stating that
          such merger or consolidation and such supplement to this Agreement or
          any Guarantee comply with this Agreement, PROVIDED FURTHER that if the
          foregoing are satisfied, the Successor Borrower (if other than the
          Borrower) will succeed to, and be substituted for, the Borrower under
          this Agreement;

               (ii) any Subsidiary of the Borrower or any other Person may be
          merged or consolidated with or into any one or more Subsidiaries of
          the Borrower, PROVIDED that (i) in the case of any merger or
          consolidation involving one or more Restricted Subsidiaries, (A) a
          Restricted Subsidiary shall be the continuing or surviving corporation
          or (B) the Borrower shall take all steps necessary to cause the Person
          formed by or surviving any such merger or consolidation (if other than
          a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in
          the case of any merger or consolidation involving one or more
          Guarantors, a Guarantor shall be the continuing or surviving
          corporation or the Person formed by or surviving any such merger or
          consolidation (if other than a Guarantor) shall execute a supplement
          to the Guarantee in form and substance reasonably satisfactory to the
          Administrative Agent in order to become a Guarantor, (iii) no Default
          or Event of Default would result from the consummation of such merger
          or consolidation, (iv) the Borrower shall be in compliance, on a pro
          forma basis after giving effect to such merger or consolidation, with
          the covenants set forth in Sections 10.9, 10.10 and 10.11, as such
          covenants are recomputed as at the last day of the most recently ended
          Test Period under such Section as if such merger or consolidation had
          occurred on the first day of such Test Period, and (v) the Borrower
          shall have delivered to the Administrative Agent an Officers'
          Certificate stating that such merger or consolidation and such
          supplement to any Guarantee comply with this Agreement;

               (iii) any Restricted Subsidiary that is not a Guarantor may sell,
          lease, transfer or otherwise dispose of any or all of its assets (upon
          voluntary liquidation or otherwise) to the Borrower, a Guarantor or
          any other Restricted Subsidiary of the Borrower; and

               (iv) any Guarantor may sell, lease, transfer or otherwise dispose
          of any or all of its assets (upon voluntary liquidation or otherwise)
          to the Borrower or any other Guarantor.

          10.4 LIMITATION ON SALE OF ASSETS. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign,
transfer or otherwise dispose

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                                                                              67

of any of its property, business or assets (including, without limitation,
receivables and leasehold interests), whether now owned or hereafter acquired
(other than any such sale, transfer, assignment or other disposition resulting
from any casualty or condemnation, of any assets of the Borrower or the
Restricted Subsidiaries) or (ii) sell any shares owned by it of any Restricted
Subsidiary's capital stock to any Person other than the Borrower, a Guarantor or
a Restricted Foreign Subsidiary, except that:

          (a) the Borrower and the Restricted Subsidiaries may sell, transfer or
     otherwise dispose of used or surplus equipment, vehicles, inventory and
     other assets in the ordinary course of business;

          (b) the Borrower and the Restricted Subsidiaries may sell, transfer or
     otherwise dispose of other assets for fair value, PROVIDED that (i) the
     aggregate amount of such sales, transfers and disposals by the Borrower and
     the Restricted Subsidiaries taken as a whole pursuant to this clause (b)
     shall not exceed in the aggregate $125,000,000 during the period from and
     including the Original Closing Date to and including the Tranche C Maturity
     Date, (ii) any consideration in excess of $5,000,000 received by the
     Borrower or any Guarantor in connection with such sales, transfers and
     other dispositions of assets pursuant to this clause (b) that is in the
     form of Indebtedness shall be pledged to the Administrative Agent pursuant
     to Section 9.12, (iii) with respect to any such sale, transfer or
     disposition (or series of related sales, transfers or dispositions) in an
     aggregate amount in excess of $10,000,000, the Borrower shall be in
     compliance, on a pro forma basis after giving effect to such sale, transfer
     or disposition, with the covenants set forth in Sections 10.9, 10.10 and
     10.11, as such covenants are recomputed as at the last day of the most
     recently ended Test Period under such Sections as if such sale, transfer or
     disposition had occurred on the first day of such Test Period, and (iv)
     after giving effect to any such sale, transfer or disposition, no Default
     or Event of Default shall have occurred and be continuing;

          (c) the Borrower and the Restricted Subsidiaries may make sales of
     assets to the Borrower or to any Restricted Subsidiary, PROVIDED that any
     such sales to Restricted Foreign Subsidiaries shall be for fair value;

          (d) any Restricted Subsidiary may effect any transaction permitted by
     Section 10.3;

          (e) in addition to selling or transferring accounts receivable
     pursuant to the other provisions hereof, the Borrower and the Restricted
     Subsidiaries may sell or discount without recourse accounts receivable
     arising in the ordinary course of business in connection with the
     compromise or collection thereof; and

          (f) the Borrower and the Restricted Subsidiaries may sell, transfer or
     otherwise dispose of Stores in connection with Permitted Sale Leasebacks.

          10.5 LIMITATION ON INVESTMENTS.  The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, make any advance, loan, extensions
of credit or capital contribution to, or purchase any stock, bonds, notes,
debentures or other securities of or any assets of or make any other investment
in, any Person, except:

          (a) extensions of trade credit and asset purchases in the ordinary
     course of business;

          (b) Permitted Investments;

<PAGE>

                                                                              68

          (c) loans and advances to officers, directors and employees of the
     Borrower or any of its Subsidiaries (i) to finance the purchase of capital
     stock of the Borrower and (ii) for additional purposes not contemplated by
     subclause (1) above in an aggregate principal amount at any time
     outstanding with respect to this clause (ii) not exceeding $10,000,000;

          (d) investments existing on the date hereof and any extensions,
     renewals or reinvestments thereof, so long as the aggregate amount of all
     investments pursuant to this clause (d) is not increased at any time above
     the amount of such investments existing on the date hereof;

          (e) investments in Hedge Agreements permitted by Section 10.1(h);

          (f) investments received in connection with the bankruptcy or
     reorganization of suppliers or customers and in settlement of delinquent
     obligations of, and other disputes with, customers arising in the ordinary
     course of business;

          (g) investments to the extent that payment for such investments is
     made solely with capital stock of the Borrower;

          (h) investments constituting non-cash proceeds of sales, transfers and
     other dispositions of assets to the extent permitted by Section 10.4;

                  (i) investments in any Guarantor;

          (j) investments constituting Permitted Acquisitions, PROVIDED that the
     aggregate amount of any such investment made by the Borrower or any
     Restricted Subsidiary (other than any Acquisition Subsidiary) in any
     Acquisition Subsidiary shall not exceed the Available Amount at the time of
     such investment, and PROVIDED FURTHER that the aggregate amount of any such
     investment made by the Borrower or any Restricted Subsidiary (other than
     any Restricted Foreign Subsidiary) in any Restricted Foreign Subsidiary
     shall not exceed (i) the Available Foreign Investment Amount at the time of
     such investment MINUS (ii) the portion of the Available Foreign Investment
     Amount being used at such time for investments made pursuant to clause (n)
     below;

          (k) investments in any Restricted Foreign Subsidiary, PROVIDED that
     the aggregate amount of any such investment made by the Borrower or any
     Restricted Subsidiary (other than any Restricted Foreign Subsidiary) shall
     not exceed (i) the Available Foreign Investment Amount at the time of such
     investment MINUS (u) the portion of the Available Foreign Investment Amount
     being used at such time for investments made pursuant to clause (n) below;

          (l) investments made to pay for the repurchase, retirement or other
     acquisition of the Remaining Equity in an aggregate amount at the time of
     such investment not in excess of the lesser of (i) the Available Amount at
     such time and (ii) the aggregate amount of such investments then permitted
     to be made under the Subordinated Note Indenture;

          (m) investments made to repurchase or retire common stock of the
     Borrower owned by the Borrower's employee stock ownership plan or key
     employee stock ownership plan;

          (n) additional investments (including investments in Minority
     Investments, Unrestricted Subsidiaries and Acquisition Subsidiaries) in an
     aggregate amount at the time

<PAGE>
                                                                              60

     of such investment not in excess of the sum of (i) the Available Amount at
     such time and (ii) the amount equal to one-half of the Available Foreign
     Investment Amount at such time; and

          (o) investments permitted under Section 10.6.

          10.6 LIMITATION ON DIVIDENDS. The Borrower will not declare or pay any
dividends (other than dividends payable solely in its capital stock or rights,
warrants or options to purchase its capital stock) or return any capital to its
stockholders or make any other distribution, payment or delivery of property or
cash to its stockholders as such, or redeem, retire, purchase or otherwise
acquire, directly or indirectly, for consideration, any shares of any class of
its capital stock or the capital stock of any direct or indirect parent of the
Borrower now or hereafter outstanding (or any warrants for or options or stock
appreciation rights in respect of any of such shares), or set aside any funds
for any of the foregoing purposes, or permit any of the Restricted Subsidiaries
to purchase or otherwise acquire for consideration (other than in connection
with an investment permitted by Section 10.5) any shares of any class of the
capital stock of the Borrower, now or hereafter outstanding (or any options or
warrants or stock appreciation rights issued by such Person with respect to its
capital stock) (all of the foregoing "DIVIDENDS"), PROVIDED that, so long as no
Default or Event of Default exists or would exist after giving effect thereto,
(a) the Borrower may redeem in whole or in part any capital stock of the
Borrower (i) for the Replacement Preferred Stock, (ii) for another class of
capital stock or rights to acquire capital stock of the Borrower or (iii) with
proceeds from substantially concurrent equity contributions or issuances of new
shares of capital stock, PROVIDED that such other class of capital stock (other
than any Replacement Preferred Stock) contains terms and provisions at least as
advantageous to the Lenders in all respects material to their interests as those
contained in the capital stock redeemed thereby, (b) the Borrower may repurchase
shares of its capital stock (and/or options or warrants in respect thereof) held
by its officers, directors and employees so long as such repurchase is pursuant
to, and in accordance with the terms of, management and/or employee stock plans,
stock subscription agreements or shareholder agreements, (c) the Borrower may
make investments permitted by Section 10.5, (d) the Borrower may declare and pay
dividends on its capital stock, PROVIDED that (i) the aggregate amount of
dividends paid pursuant to this clause (d) shall not at any time exceed 50% of
Cumulative Consolidated Net Income Available to Stockholders at such time less
the amount of dividends previously paid pursuant to this clause (d) following
the last day of the most recent fiscal quarter for which Section 9.1 Financials
have been delivered to the Lenders under Section 9.1 and (ii) at the time of the
payment of any such dividends and after giving effect thereto, the Consolidated
Total Debt to Consolidated EBITDA Ratio on the date of such payment of such
dividends shall be less than 4.00:1.00 and (e) the Borrower may declare and pay
dividends and/or make distributions on its capital stock, the proceeds of which
will be used by CCPC solely to pay taxes of CCPC, the Borrower and its
Subsidiaries as part of a consolidated tax filing group, along with franchise
taxes, administrative and similar expenses related to its existence and
ownership of the Borrower, PROVIDED that the amount of such dividends does not
exceed in any fiscal year the amount of such taxes and expenses payable for such
fiscal year.

          10.7 LIMITATIONS ON DEBT PAYMENTS AND AMENDMENTS. (a) The Borrower
will not (i) prepay, repurchase or redeem or otherwise defease any portion of
the Subordinated Loans or (ii) prepay, repurchase or redeem or otherwise defease
any Subordinated Notes; PROVIDED, HOWEVER, that (A) the Borrower may prepay the
principal of, and accrued interest on, the Subordinated Loans with Revolving
Credit Loans as contemplated by this Agreement and may prepay the remainder of
the principal of, and accrued interest on, the Subordinated Loans with the Net
Cash Proceeds of the Subordinated Notes and (B) so long as no Default or Event
of Default has occurred and is continuing, the Borrower may prepay, repurchase
or redeem Subordinated

<PAGE>
                                                                              70

     Notes (x) for an aggregate price not in excess of the Available Amount at
     the time of such prepayment, repurchase or redemption or (y) with the
     proceeds of subordinated Indebtedness that (1) is permitted by Section 10.1
     and (2) has terms material to the interests of the Lenders not materially
     less advantageous to the Lenders than those of the Subordinated Notes.

          (b) The Borrower will not waive, amend, modify, terminate or release
     the Subordinated Loan Agreement or the Subordinated Note Indenture to the
     extent that any such waiver, amendment, modification, termination or
     release would be adverse to the Lenders in any material respect.

          (c) The Borrower will not waive, amend, modify, terminate or release
     the Certificate of Designations relating to the Junior Preferred Stock or
     the 1999 Junior Preferred Stock to the extent that any such waiver,
     amendment, modification, termination or release would be adverse to the
     Lenders in any material respect, PROVIDED that the Borrower shall be
     entitled to make appropriate modifications to the Certificate of
     Designations consistent with clause (b) of the definition of the term
     Replacement Preferred Stock or in connection with the issuance of the
     Replacement Preferred Stock as contemplated by Section 10.6(a).

          10.8 LIMITATIONS ON SALE LEASEBACKS. The Borrower will not, and will
not permit any of the Restricted Subsidiaries to, enter into or effect any Sale
Leasebacks, other than Permitted Sale Leasebacks.

          10.9 CONSOLIDATED LEASE EXPENSE. The Borrower will not permit
Consolidated Lease Expense for any fiscal year of the Borrower set forth below
to exceed the amount set forth below opposite such fiscal year:

                        Fiscal Year       Amount
                        ----------        ------

                           1998        $32,000,000
                           1999         35,000,000
                           2000         38,000,000
                           2001         42,000,000
                           2002         46,000,000
                           2003         50,600,000
                           2004         55,700,000
                           2005         61,200,000
                           2006         67,300,000

          10.10 CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA RATIO. The
Borrower will not permit the Consolidated Total Debt to Consolidated EBITDA
Ratio for any Test Period ending during any period set forth below to be greater
than the ratio set forth below opposite such period:

                           Period                    Ratio
                           ------                    -----

                     12/31/98 - 3/30/99            6.50:1.00

                     3/31/99 - 12/30/99            6.35:1.00

                     12/31/99 - 12/30/00           6.00:1.00

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                                                                              71

                     12/31/00 - 12/30/01           5.50:1.00

                     12/31/01 - 12/30/02           5.00:1.00

                     12/31/02 - 12/30/03           4.50:1.00

                     12/31/03 - 12/30/04           4.25:1.00

                     12/31/04 and thereafter       4.00:1.00

          10.11 CONSOLIDATED EBITDA TO CONSOLIDATED INTEREST EXPENSE RATIO. The
Borrower will not permit the Consolidated EBITDA to Consolidated Interest
Expense Ratio for any Test Period ending during any period set forth below to be
less than the ratio set forth below opposite such period:

                           Period                    Ratio
                           ------                    -----
                     6/30/98 - 12/30/98            1.50:1.00

                     12/31/98 - 12/30/99           1.60:1.00

                     12/31/99 - 12/30/00           1.80:1.00

                     12/31/00 - 12/30/01           2.00:1.00

                     12/31/01 - 12/30/02           2.00:1.00

                     12/31/02 - 12/30/03           2.25:1.00

                     12/31/03 and thereafter       2.50:1.00

          10.12 CAPITAL EXPENDITURES. The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, make any Capital Expenditures (other than
Permitted Acquisitions that constitute Capital Expenditures), that would cause
the aggregate amount of such Capital Expenditures made by the Borrower and the
Restricted Subsidiaries in any fiscal year of the Borrower set forth below to
exceed the greater of (a) the amount set forth below under column A and (b) the
amount equal to the Consolidated Net Sales for such fiscal year multiplied by
the number set forth below under column B opposite such fiscal year:

                         Fiscal Year      A             B
                         -----------      -             -

                           1998      $35,000,000       0.06
                           1999       45,000,000       0.07
                           2000       45,000,000       0.07
                           2001       45,000,000       0.07
                           2002       45,000,000       0.07
                           2003       45,000,000       0.07
                           2004       45,000,000       0.07
                           2005       45,000,000       0.07
                           2006       45,000,000       0.07
                           2007       45,000,000       0.07

To the extent that Capital Expenditures (other than Permitted Acquisitions that
constitute Capital Expenditures) made by the Borrower and the Restricted
Subsidiaries during any fiscal year are

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                                                                              72

less than the maximum amount permitted to be made for such fiscal year, 75% of
such unused amount (each such amount, a "CARRY-FORWARD AMOUNT") may be carried
forward to the immediately succeeding fiscal year and utilized to make such
Capital Expenditures in such succeeding fiscal year in the event the amount set
forth above for such succeeding fiscal year has been used (it being understood
and agreed that (a) no carry-forward amount may be carried forward beyond the
first two fiscal years immediately succeeding the fiscal year in which it arose,
(b) no portion of the carry-forward amount available for any fiscal year may be
used until the entire amount of such Capital Expenditures permitted to be made
in such fiscal year (without giving effect to such carry--forward amount) shall
be made and (c) if the carry-forward amount available for any fiscal year is the
sum of amounts carried forward from each of the two immediately preceding fiscal
years, no portion of such carry-forward amount from the earlier of the two
immediately preceding fiscal years may be used until the entire portion of such
carry-forward amount from the more recent immediately preceding fiscal year
shall have been used for such Capital Expenditures made in such fiscal year).

          SECTION 11. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each an "EVENT OF
DEFAULT"):

          11.1 PAYMENTS. The Borrower shall (a) default in the payment when due
of any principal of the Loans or (b) default, and such default shall continue
for five or more days, in the payment when due of any interest on the Loans or
any Fees o r any Unpaid Drawings or of any other amounts owing hereunder or
under any other Credit Document; or

          11.2 REPRESENTATIONS, ETC.. Any representation, warranty or statement
made or deemed made by any Credit Party herein or in the Guarantee,
the Pledge Agreement or any certificate delivered or required to be delivered
pursuant hereto or thereto shall prove to be untrue in any material respect on
the date as of which made or deemed made; or

          11.3 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 9.1(e), 9.15 or Section 10 or (b) default in the due performance or
observance by it of any term, covenant or agreement (other than those referred
to in Section 11.1 or 11.2 or clause (a) of this Section 11.3) contained in this
Agreement, the Guarantee or the Pledge Agreement and such default shall continue
unremedied for a period of at least 30 days after receipt of written notice by
the Borrower from the Administrative Agent or the Required Lenders; or

          11.4 DEFAULT UNDER OTHER AGREEMENTS. (a) The Borrower or any of the
Restricted Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) in excess of $20,000,000 in the
aggregate, for the Borrower and such Subsidiaries, beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created or (ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or (except in the case of
Indebtedness consisting of any Hedge Agreement) any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, any such Indebtedness to
become due prior to its stated maturity, or (b) without limiting the provisions
of clause (a) above, any such Indebtedness (other than Indebtedness consisting
of any Hedge Agreement) shall be declared to be due and payable, or required to
be prepaid other than by a regularly scheduled required prepayment or as a
mandatory prepayment, prior to the stated maturity thereof; or

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                                                                              73

          11.5 BANKRUPTCY, ETC. The Borrower or any Specified Subsidiary shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "BANKRUPTCY CODE"); or an involuntary case is commenced against the
Borrower or any Specified Subsidiary and the petition is not controverted within
10 days after commencement of the case; or an involuntary case is commenced
against the Borrower or any Specified Subsidiary and the petition is not
dismissed within 60 days after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Borrower or any Specified Subsidiary;
or the Borrower or any Specified Subsidiary commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Borrower or any Specified
Subsidiary; or there is commenced against the Borrower or any Specified
Subsidiary any such proceeding that remains undismissed for a period of 60 days;
or the Borrower or any Specified Subsidiary is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any Specified Subsidiary suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any Specified Subsidiary makes a general assignment for the benefit
of creditors; or any corporate action is taken by the Borrower or any Specified
Subsidiary for the purpose of effecting any of the foregoing; or

          11.6 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code; any Plan is or shall have been terminated or is the subject of
termination proceedings under ERISA (including the giving of written notice
thereof); an event shall have occurred or a condition shall exist in either case
entitling the PBGC to terminate any Plan or to appoint a trustee to administer
any Plan (including the giving of written notice thereof); any Plan shall have
an accumulated funding deficiency (whether or not waived); the Borrower or any
Subsidiary or any ERISA Affiliate has incurred or is likely to incur a liability
to or on account of a Plan under Section 409, 502(i), 502(1), 515, 4062, 4063,
4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including
the giving of written notice thereof); (b) there could result from any event or
events set forth in clause (a) of this Section 11.6 the imposition of a lien,
the granting of a security interest, or a liability, or the reasonable
likelihood of incurring a lien, security interest or liability; and (c) such
lien, security interest or liability will or would be reasonably likely to have
a Material Adverse Effect; or

          11.7 GUARANTEE. The Guarantee or any material provision thereof shall
cease to be in full force or effect or any Guarantor thereunder or any Credit
Party shall deny or disaffirm in writing such Guarantor's obligations under the
Guarantee; or

          11.8 PLEDGE AGREEMENT. The Pledge Agreement or any material provision
thereof shall cease to be in full force or effect (other than pursuant to the
terms hereof or thereof or as a result of acts or omissions of the
Administrative Agent or any Lender) or any Pledgor thereunder or any Credit
Party shall deny or disaffirm in writing such Pledgor's obligations under the
Pledge Agreement; or

          11.9 JUDGMENTS. One or more judgments or decrees shall be entered
against the Borrower or any of the Restricted Subsidiaries involving a liability
of $20,000,000 or more in the aggregate for all such judgments and decrees for
the Borrower and the Restricted Subsidiaries (to the extent not paid or fully
covered by insurance provided by a carrier not disputing coverage) and any such
judgments or decrees shall not have been satisfied, vacated, discharged or
stayed or bonded pending appeal within 60 days from the entry thereof; or

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                                                                              74

          11.10 CHANGE OF CONTROL. A Change of Control shall occur; then, and in
any such event, and at any time thereafter, if any Event o f Default shall then
be continuing, the Administrative Agent shall, upon the written request of the
Required Lenders, by written notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of the Administrative Agent
or any Lender to enforce its claims against the Borrower, except as otherwise
specifically provided for in this Agreement PROVIDED that, if an Event of
Default specified in Section 11.5 shall occur with respect to the Borrower or
any Specified Subsidiary, the result that would occur upon the giving of written
notice by the Administrative Agent as specified in clauses (i), (ii) and (iv)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Term Loan Commitment and the Total Revolving Commitment
terminated, whereupon the Commitments and Swingline Commitment, if any, of each
Lender or Chase, as the case may be, shall forthwith terminate immediately and
any Fees theretofore accrued shall forthwith become due and payable without any
other notice of any kind; (ii) declare the principal of and any accrued interest
in respect of all Loans and all Obligations owing hereunder and thereunder to
be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; (iii) terminate any Letter of Credit that may be
terminated in accordance with its terms; and/or (iv) direct the Borrower to pay
(and the Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 11.5 with respect to the
Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent
at the Administrative Agent's Office such additional amounts of cash, to be held
as security for the Borrower's reimbursement obligations for Drawings that may
subsequently occur thereunder, equal to the aggregate Stated Amount of all
Letters of Credit issued and then outstanding.

          SECTION 12. THE ADMINISTRATIVE AGENT.

          12.1 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Credit Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms o f this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Credit Document or
otherwise exist against the Administrative Agent. Neither the Syndication Agent
nor the Documentation Agent, in their respective capacities as such, shall have
any obligations, duties or responsibilities under this Agreement.

          12.2 DELEGATION OF DUTIES. The Administrative Agent may execute any of
is duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

          12.3 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Credit
Document (except for its or such Person's own gross negligence or willful
misconduct) or (b) responsible in any manner to any of the Lenders for any
recitals,


<PAGE>

statements, representations or warranties made by the Borrower or any
Guarantor or any officer thereof contained in this Agreement or any other Credit
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Credit Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Credit Document or for any failure of the Borrower or any
Guarantor to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Credit Document, or to inspect the
properties, books or records of the Borrower.

          12.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may deem
and treat the Lender specified in the Register with respect to any amount owing
hereunder as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense that maybe
incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Credit Documents in
accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.

          12.5 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders, PROVIDED that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders (except to the extent that
this Agreement requires that such action be taken only with the approval of the
Required Lenders or each of the Lenders, as applicable).

          12.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower or any Guarantor, shall be deemed to constitute any representation
or warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its

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                                                                              76

own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and any
Guarantor and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Credit Documents, and to
make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower and any Guarantor. Except for notices, reports
and other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, assets, operations, properties, financial condition,
prospects or creditworthiness of the Borrower or any Guarantor that may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

          12.7 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective portions of the Total Credit Exposure in
effect on the date on which indemnification is sought (or, if indemnification is
sought after the date upon which the Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with their respective
portions of the Total Credit Exposure in effect immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Credit Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing, PROVIDED
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. The agreements in this Section 12.7 shall
survive the payment of the Loans and all other amounts payable hereunder.

          12.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower and any Guarantor
as though the Administrative Agent were not the Administrative Agent hereunder
and under the other Credit Documents. With respect to the Loans made by it, the
Administrative Agent shall have the same rights and powers under this Agreement
and the other Credit Documents as any Lender and may exercise the same as though
it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall
include the Administrative Agent in its individual capacity.

          12.9 SUCCESSOR AGENT. The Administrative Agent may resign as
Administrative Agent upon 20 days' prior written notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Credit Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former

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                                                                              77

Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 12 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Credit Documents.

          SECTION 13. MISCELLANEOUS.

          13.1 AMENDMENTS AND WAIVERS. Neither this Agreement nor any other
Credit Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 13.1. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from tine to time, (a) enter into with the relevant
Credit Party or Credit Parties written amendments, supplements or modifications
hereto and to the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any
manner the rights of the Lenders or of the Borrower hereunder or thereunder or
(b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case maybe, may specify in such instrument, any of
the requirements of this Agreement or the other Credit Documents or any Default
or Event of Default and its consequences; PROVIDED, HOWEVER, that no such waiver
and no such amendment, supplement or modification shall directly (1) forgive any
portion of any Loan or extend the final scheduled maturity date of any Loan or
reduce the stated rate, or forgive any portion, or extend the date for the
payment, of any interest or fee payable hereunder (other than as a result of
waiving the applicability of any post-default increase in interest rates) or
extend the final expiration date of any Lender's Commitment or extend the final
expiration date of any Letter of Credit beyond the L/C Maturity Date or
increase the aggregate amount of the Commitments of any Lender, in each case
without the written consent of each Lender directly and adversely affected
thereby, or (ii) amend, modify or waive any provision of this Section 13.1 or
reduce the percentages specified in the definitions of the terms "Required
Lenders", "Required Revolving Credit Lenders" and "Required Term Loan Lenders",
or consent to the assignment or transfer by the Borrower of its rights and
obligations under any Credit Document to which it is a party (except as
permitted pursuant to Section 10.3), in each case without the written consent of
each Lender directly and adversely affected thereby, or (iii) amend, modify or
waive any provision of Section 12 without the written consent of the
then-current Agents, or (iv) amend, modify or waive any provision of Section 3
without the written consent of the Letter of Credit Issuer, or (v) amend, modify
or waive any provisions hereof relating to Swingline Loans without the written
consent of Chase, or (vi) change any Revolving Credit Commitment to a Term Loan
Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment,
in each case without the prior written consent of each Lender directly and
adversely affected thereby, or (vii) decrease any Repayment Amount or extend any
scheduled Repayment Date, in each case without the written consent of the
Required Term Loan Lenders, or (viii) except to the extent permitted under the
applicable Credit Document, release all or substantially all the Collateral
under the Pledge Agreement or release all or substantially all the Guarantors
under the Guarantee, in each case without the written consent of (x) the
Required Revolving Credit Lenders and (y) the Required Term Loan Lenders, and
PROVIDED FURTHER that at anytime that no Default or Event of Default has
occurred and is continuing, the Revolving Credit Commitment of any Lender may be
increased to finance a Permitted Acquisition, with the consent of such Lender,
the Borrower and the Administrative Agent (which consent, in the case of the
Administrative Agent, shall not be unreasonably withheld) and without the
consent of the Required Lenders, so long as (i) the Increased Commitment Amount
(as defined below) at such time, when added to the amount of Indebtedness
incurred pursuant to Section 10.1 (k) and outstanding at such time, does not
exceed the limits set forth therein, (ii) the Borrower shall pledge the Capital
Stock of any person acquired

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                                                                              78

pursuant thereto to the Administrative Agent for the benefit of the Lenders to
the extent required under Section 9.12 and (iii) to the extent determined by the
Administrative Agent to be necessary to ensure pro rata borrowings commencing
with the initial borrowing after giving effect to such increase, the Borrower
shall prepay any Eurodollar Loans outstanding immediately prior to such initial
borrowing; as used herein, the "Increased Commitment Amount" means, at anytime,
aggregate amount of all increases pursuant to this proviso made at or prior to
such time less the aggregate amount of all voluntary reductions of the Revolving
Credit Commitments made prior to such time. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the
affected Lenders and shall be binding upon the Borrower, such Lenders, the
Administrative Agent and all future holders of the affected Loans. In the case
of any waiver, the Borrower, the Lenders and the Administrative Agent shall be
restored to their former positions and rights hereunder and under the other
Credit Documents, and any Default or Event of Default waived shall be deemed to
be cured and not continuing, it being understood that no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.

          13.2 NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or three days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth on Schedule 1.1 in the case of the other
parties hereto, or to such other address as maybe hereafter notified by the
respective parties hereto:

     The Borrower:                  Corning Consumer Products Company
                                    One Pyrex Place
                                    P.O. 1555
                                    Elmyra, New York 14902-1555
                                    Attention: Anthony Deasey
                                    Fax: (607) 377-8591

                                    with a copy to:

                                    Borden, Inc.
                                    180 East Broad Street
                                    Columbus, Ohio 43215
                                    Attention: Ronald Starkman
                                    Fax: (614) 225-4421

     The Administrative Agent:      The Chase Manhattan Bank
                                    c/o The Loan and Agency Services Group
                                    One Chase Manhattan Plaza, Eighth Floor
                                    New York, NY 10081
                                    Attention: Janet Belden
                                    Fax: (212) 552-5658

<PAGE>

                                                                              79
                                    with a copy to:

                                    The Chase Manhattan Bank
                                    270 Park Avenue
                                    New York, NY 10017
                                    Attention: Kathryn Duncan
                                    Fax: (212) 972-0009

          PROVIDED that any notice, request or demand to or upon the
Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and
5.1 shall not be effective until received.

          13.3 NO WAIVER: CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Credit Documents
shall operate as a waiver thereof nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

          13.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder, in the other Credit Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.

          13.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to pay or
reimburse the Agents for all their reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other
Credit Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees, disbursements and other charges of counsel to the Agents, (b) to pay or
reimburse each Lender and the Administrative Agent for all its reasonable and
documented costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Credit Documents and
any such other documents, including, without limitation, the reasonable fees,
disbursements and other charges of counsel to each Lender and of counsel to the
Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender and
the Administrative Agent from, any and all recording and filing fees and any and
all liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of or any waiver or consent under or in respect of
this Agreement, the other Credit Documents and any such other documents, and (d)
to pay, indemnify, and hold harmless each Lender and the Administrative Agent
and their respective directors, officers, employees, trustees and agents from
and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including, without limitation, reasonable and
documented fees, disbursements and other charges of counsel, with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Credit Documents and any such other documents, including,
without limitation, any of the foregoing relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Borrower, any of its Subsidiaries or any of the Properties
(all the foregoing in this clause (d), collectively, the "INDEMNIFIED
LIABILITIES"), PROVIDED that the Borrower shall have no obligation hereunder to
the

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                                                                              80

Administrative Agent or any Lender nor any of their respective directors,
officers, employees and agents with respect to indemnified liabilities arising
from (i) the gross negligence or willful misconduct of the party to be
indemnified or (ii) disputes among the Administrative Agent, the Lenders and/or
their transferees. The agreements in this Section 13.5 shall survive repayment
of the Loans and all other amounts payable hereunder.

          13.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. (a) (i)
This Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Administrative Agent and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of each
Lender.

          (ii) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Credit Documents (including to loan derivative
counterparties in respect of swaps or similar arrangements having the practical
or economic effect thereof). In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Credit Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Credit
Documents. In no event shall any Participant under any such participation have
any right to approve any amendment or waiver of any provision of any Credit
Document, or any consent to any departure by any Credit Party therefrom, except
to the extent that such amendment, waiver or consent would directly forgive any
principal of any Loan or reduce the stated rate, or forgive any portion, or
postpone the date for the payment, of any interest or fee payable hereunder
(other than as a result of waiving the applicability of any post-default
increase in interest rates), or increase the aggregate amount of the Commitments
of any Lender or postpone the date of the final scheduled maturity of any Loan,
in each case to the extent subject to such participation. The Borrower agrees
that if amounts outstanding under this Agreement are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, PROVIDED that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in Section 13.7 as fully as if it were
a Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of Sections 2.10 and 2.11 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it were a Lender, PROVIDED that no Participant shall be entitled to receive
any greater amount pursuant to any such Section than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

          (iii) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
Lender or any Affiliate (with the consent of the Borrower if any increased costs
would result therefrom) thereof or an Approved Fund or, with the consent of the
Borrower and the Administrative Agent (which in each case shall not be
unreasonably withheld, it being understood that, without limitation, the
Borrower shall have the right to withhold its consent to any assignment if, in
order for such assignment to comply

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                                                                              81

with applicable law, the Borrower would be required to obtain the consent of, or
make any filing or registration with, any Governmental Authority), to an
additional bank or fund that is regularly engaged in making, purchasing or
investing in loans or securities or financial institution (an "ASSIGNEE") all
or any part of its rights and obligations under this Agreement and the other
Credit Documents pursuant to an Assignment and Acceptance, substantially in the
form of Exhibit F, executed by such Assignee, such assigning Lender (and, in the
case of an Assignee that is not then a Lender or an Affiliate thereof by the
Borrower and the Administrative Agent) and delivered to the Administrative Agent
for its acceptance and recording in the Register, PROVIDED that, except in the
case of an assignment of all of a Lender's interests under this Agreement,
unless otherwise agreed to by the Borrower and the Administrative Agent, no such
assignment to an Assignee (other than any Lender or any Affiliate thereof) shall
be in an aggregate principal amount of less than $5,000,000. Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment as set forth therein and (y) the assigning Lender thereunder
shall, to the extent provided in such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such assigning Lender shall cease to be a
party hereto). Notwithstanding any provision of this Agreement to the contrary,
the consent of the Borrower shall not be required for any assignment that occurs
at any time when any of the events described in Section 11.5 shall have occurred
and be continuing with respect to the Borrower.

          (b) Nothing herein shall prohibit any Lender from pledging or
assigning all or any portion of its Loans to any Federal Reserve Bank in
accordance with applicable law. In order to facilitate such pledge or
assignment, the Borrower hereby agrees that, upon request of any Lender at any
time and from time to time after the Borrower has made its initial borrowing
hereunder, the Borrower shall provide to such Lender, at the Borrower's own
expense, a promissory note, substantially in the form of Exhibit C-1, C-2 or
C-3, as the case may be, evidencing the Tranche B Term Loans, Revolving Credit
Loans and Tranche C Term Loans, respectively, owing to such Lender.

          (c) The Administrative Agent, on behalf of the Borrower, shall
maintain at the address of the Administrative Agent referred to in Section 13.2
a copy of each Assignment and Acceptance delivered to it and a register (the
"REGISTER") for the recordation of the names and addresses of the Lenders and
the Commitment of and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of a Loan
or other obligation hereunder as the owner thereof for all purposes of this
Agreement and the other Credit Documents, notwithstanding any notice to the
contrary. Any assignment of any Loan or other obligation hereunder shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

          (d) (i) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Borrower and the Administrative
Agent) together with payment to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Borrower.

<PAGE>

                                                                              82

          (e) Subject to Section 13.16, the Borrower authorizes each Lender to
disclose to any Participant or Assignee (each, a "TRANSFEREE") and any
prospective Transferee any and all financial information in such Lender's
possession concerning the Borrower and its Affiliates that has been delivered to
such Lender by or on behalf of the Borrower pursuant to this Agreement or which
has been delivered to such Lender by or on behalf of the Borrower in connection
with such Lender's credit evaluation of the Borrower and its Affiliates prior to
becoming a party to this Agreement, PROVIDED that neither the Administrative
Agent nor any Lender shall provide to any Transferee or prospective Transferee
any of the Confidential Information unless such person shall have previously
executed a Confidentiality Agreement in the form of Exhibit H.

          13.7 REPLACEMENTS OF LENDERS UNDER CERTAIN CIRCUMSTANCES. The Borrower
shall be permitted to replace any Lender that (a) requests reimbursement for
amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the
manner described in Section 2.10(a)(iii) and as a result thereof any of the
actions described in such Section is required to be taken or (c) becomes a
Defaulting Lender, with a replacement bank or other financial institution,
PROVIDED that (i) such replacement does not conflict with any Requirement of
Law, (ii) no Event of Default shall have occurred and be continuing at the time
of such replacement, (iii) the Borrower shall repay (or the replacement bank or
institution shall purchase, at par) all Loans and other amounts (other than any
disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case
may be) owing to such replaced Lender prior to the date of replacement, (iv) the
replacement bank or institution, if not already a Lender, and the terms and
conditions of such replacement, shall be reasonably satisfactory to the
Administrative Agent, (v) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 13.6 (provided that the
Borrower shall be obligated to pay the registration and processing fee referred
to therein) and (vi) any such replacement shall not be deemed to be a waiver of
any rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.

          13.8 ADJUSTMENTS; SET-OFF. (a) If any Lender (a "BENEFITTED LENDER")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 11.5, or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

          (b) After the occurrence and during the continuance of an Event of
Default, in addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to the Borrower, any such
notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
setoff and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender,

<PAGE>

                                                                              83

PROVIDED that the failure to give such notice shall not affect the validity of
such set-off and application.

          13.9 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

          13.10 SEVERABILITY. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          13.11 INTEGRATION. This Agreement and the other Credit Documents
represent the agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents.

          13.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          13.13 SUBMISSION TO JURISDICTION; WAIVERS. The Borrower hereby
irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or
     proceeding relating to this Agreement and the other Credit Documents to
     which it is a party, or for recognition and enforcement of any judgment in
     respect thereof to the non-exclusive general jurisdiction of the courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any objection that it may now or hereafter have to the
     venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to the
     Borrower at its address set forth in Section 13.2 or at such other address
     of which the Administrative Agent shall have been notified pursuant
     thereto;

          (d) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives, to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding referred to
     in this Section 13.13 any special, exemplary, punitive or consequential
     damages.

<PAGE>

                                                                              84

          13.14 ACKNOWLEDGMENTS. The Borrower hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Credit Documents;

          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to the Borrower arising out of or in connection
     with this Agreement or any of the other Credit Documents, and the
     relationship between Administrative Agent and Lenders, on one hand, and the
     Borrower, on the other hand, in connection herewith or therewith is solely
     that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Credit
     Documents or otherwise exists by virtue of the transactions contemplated
     hereby among the Lenders or among the Borrower and the Lenders.

          13.15 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          13.16 CONFIDENTIALITY The Administrative Agent and each Lender shall
hold all non-public information furnished by or on behalf of the Borrower in
connection with such Lender's evaluation of whether to become a Lender hereunder
or obtained by such Lender or the Administrative Agent pursuant to the
requirements of this Agreement ("CONFIDENTIAL INFORMATION"), in accordance with
its customary procedure for handling confidential information of this nature and
(in the case of a Lender that is a bank) in accordance with safe and sound
banking practices and in any event may make disclosure as required or requested
by any governmental agency or representative thereof or pursuant to legal
process or to such Lender's or the Administrative Agent's attorneys,
professional advisors or independent auditors or Affiliates, PROVIDED that
unless specifically prohibited by applicable law or court order, each Lender and
the Administrative Agent shall notify the Borrower of any request by any
governmental agency or representative thereof (other than any such request in
connection with an examination of the financial condition of such Lender by such
governmental agency) for disclosure of any such non-public information prior to
disclosure of such information, and PROVIDED FURTHER that in no event shall any
Lender or the Administrative Agent be obligated or required to return any
materials furnished by the Borrower or any Subsidiary of the Borrower. Each
Lender and the Administrative Agent agrees that it will not provide to
prospective Transferees or to prospective direct or indirect contractual
counterparties in swap agreements to be entered into in connection with Loans
made hereunder any of the Confidential Information unless such Person shall have
previously executed a Confidentiality Agreement in the form of Exhibit H.

          13.17 ORIGINAL CREDIT AGREEMENT; EFFECTIVENESS OF THE AMENDMENT AND
RESTATEMENT. Until this Agreement becomes effective as provided in Section 6,
the Original Credit Agreement shall remain in full force and effect and shall
not be affected hereby. After the Restatement Date, all obligations of the
Borrower under the Original Credit Agreement shall become obligations of the
Borrower hereunder, secured by the Collateral pledged under the Pledge
Agreement, and the provisions of the Original Credit Agreement shall be
superseded by the provisions hereof.

<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.


                              CCPC HOLDDING COMPANY, INC.,

                              by  /s/ ANTHONY P. DEASEY
                                --------------------------------------
                                 Name:  Anthony P. Deasey
                                 Title: Vice President


                              THE CHASE MANHATTAN BANK, as
                              Administrative Agent and as a Lender,

                              by  /s/ KATHRYN A. DUNCAN
                                --------------------------------------
                                 Name: Kathryn A. Duncan
                                 Title: Vice President


                              CITIBANK, N.A.,
                              Syndication Agent and as a Lender,

                              by  /s/ LARRY FARLEY
                                ----------------------------------------
                                 Name: Larry Farley
                                 Title: Vice President


                              BANKERS TRUST COMPANY,
                              as Documentation Agent and as a Lender,

                              by  /s/ W. W. ARCHER
                                ----------------------------------------
                                Name:  W. W. Archer
                                Title: Managing Director
<PAGE>


                              ABN AMRO BANK N.V.,

                              by /s/ TRACIE ELLIOT
                                ----------------------------------------
                                Name:  Tracie Elliot
                                Title: Vice President

                              by /s/ CAMERON GATEMAN
                                ----------------------------------------
                                Name:  Cameron Gateman
                                Title: Group Vice President


                              ARES LEVERAGED INVESTMENT FUND, L.P.,

                              By:  ARES MANAGEMENT, L.P.
                              Its: General Partner

                              by /s/ MERRITT S. HOOPER
                                ----------------------------------------
                                 Name:  Merrit S. Hooper
                                 Title: Vice President


                              BANK OF AMERICA, N.A.,

                              by /s/ JOHN J. ONEILL
                                ----------------------------------------
                                Name:  John J. Oneill
                                Title: Managing Director


                              THE BANK OF NEW YORK,

                              by /s/ THOMAS C. MCCROHAN
                                ----------------------------------------
                                Name:  Thomas C. McCrohan
                                Title: Vice President


                              THE BANK OF NOVA SCOTIA,

                              by /s/ J. ALAN EDWARDS
                                ----------------------------------------
                                Name:  J. Alan Edwards
                                Title: Authorized Signatory
<PAGE>


                              BANK ONE, NA, formerly known as
                              THE FIRST NATIONAL BANK OF CHICAGO,

                              by /s/ ERIK C. RACK
                                ----------------------------------------
                                 Name:  Erik C. Rack
                                 Title: Assistant Vice President


                              BANKBOSTON, N.A.,

                              by /s/ RICHARD D. HILL. JR.
                                ----------------------------------------
                                Name:  Richard D. Hi1l, Jr.
                                Title: Managing Director


                              BHF (USA) CAPITAL CORP.,

                              by /s/ RICHARD CAMERON
                                ----------------------------------------
                                Name:  Richard Cameron
                                Title: Associate

                              by /s/ JEFFREY FROST
                                ----------------------------------------
                                 Name:  Jeffrey Frost
                                 Title: Vice President


                              CYPRESSTREE INVESTMENT
                              PARTNERS I, LTD.,

                              by: CypressTree Investment Management
                                  Company Inc., as Portfolio Manager

                              by /s/ JEFFREY W. HEUER
                                ----------------------------------------
                                Name:  Jeffrey W. Heuer
                                Title: Principal


                              CYPRESSTREE INVESTMENT
                              PARTNERS II, LTD.,

                              by: CypressTree Investment Management
                                  Company Inc., as Portfolio Manager by

                              by  /s/ JEFFREY W. HEUER
                                 --------------------------------------
                                 Name:  Jeffrey W. Heuer
                                 Title: Principal
<PAGE>


                              DRESDNER BANK AG, New York and
                              Grand Cayman Branches,

                              by /s/ VINCENT CAROTENUTO
                                ----------------------------------------
                                Name:  Vincent Carotenuto
                                Title: Assistant Treasurer

                              by /s/ B. CRAIG ERICKSON
                                ----------------------------------------
                                 Name: B. Craig Erickson
                                 Title: Vice President


                              FIRST DOMINION FUNDING,

                              by /s/ ANDREW MARSHAK
                                ----------------------------------------
                                Name:  Andrew Marshak
                                Title: Authorized Signatory


                              FLEET NATIONAL BANK,

                              by /s/ MICHAEL J. SULLIVAN
                                 ---------------------------------------
                                 Name: Michael J. Sullivan
                                 Title: Vice President


                              THE FUJI BANK, LIMITED,

                              by  /s/ TEIJI TERAMOTO
                                 ---------------------------------------
                                 Name: Teiji Teramoto
                                 Title: Vice President & Manager


                              THE INDUSTRIAL BANK OF JAPAN, LIMITED,

                              by /s/ J. KENNETH BIEGEN
                                ----------------------------------------
                                Name:  J. Kenneth Biegen
                                Title: Senior Vice President

<PAGE>

                              KZH CNC LLC,

                              by /s/ PETER CHIN
                                ----------------------------------------
                                Name: Peter Chin
                                Title: Authorized Agent


                              KZH CYPRESSTREE-1 LLC,

                              by /s/ PETER CHIN
                                ----------------------------------------
                                Name: Peter Chin
                                Title: Authorized Agent


                              KZH PONDVIEW LLC,

                              by /s/ PETER CHIN
                                ---------------------------------------
                              Name: Peter Chin
                              Title: Authorized Agent


                              METROPOLITAN LIFE INSURANCE COMPANY,

                              by /s/ JAMES P. DINGLER
                                ----------------------------------------
                                 Name: James P. Dingler
                                 Title: Director


                              MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST,

                              by /s/ SHEILA A. FINNERTY
                                ----------------------------------------
                                 Name: Sheila A. Finnerty
                                 Title: Vice President


                              MOUNTAIN CAPITAL CLO I LTD.,

                              by /s/ DARREN P. RILEY
                                ----------------------------------------
                                Name:  Darren P. Riley
                                Title: Director

<PAGE>

                              PACIFICA PARTNERS I L.P.,

                              by: Imperial Credit Asset Management as
                                  its Investment Manager,

                              by  /s/ THOMAS R. COLWELL
                                ----------------------------------------
                                 Name: Thomas R. Colwell
                                 Title: Vice President


                              SOCIETE GENERALE,

                              by /s/ SETH ASOFSKY
                                ----------------------------------------
                                 Name: Seth Asofsky
                                 Title: Vice President


                              THE SUMITOMO BANK, LIMITED,

                              by /s/ SURESH S. TATA
                                ----------------------------------------
                                 Name:  Suresh S. Tata
                                 Title: Senior Vice President


                              VAN KAMPEN PRIME RATE INCOME TRUST,

                              by: Van Kampen Investment Advisory Corp.,

                              by /s/ DARVIN D. PIERCE
                                ----------------------------------------
                                Name:  Darvin D. Pierce
                                Title: Vice President


                              VAN KAMPEN SENIOR INCOME TRUST,

                              by:  Van Kampen Investment Advisory
                                   Corp.,

                              by /s/ DARVIN D. PIERCE
                                ----------------------------------------
                                 Name: Darvin D. Pierce
                                 Title: Vice President

<PAGE>

                              WELLS FARGO BANK, N.A.,

                              by /s/ HUGH DIDDY
                                ----------------------------------------
                                 Name: Hugh Diddy
                                 Title: Relationship Manager




SCHEDULES

Schedule 1.1               Commitments and Addresses of Lenders
Schedule 8.12              Subsidiaries
Schedule 10.1              Other Indebtedness

EXHIBITS

Exhibit A                  Form of Guarantee
Exhibit B                  Form o f Pledge Agreement
Exhibit C-1                Form of Promissory Note (Tranche B Term Loans)
Exhibit C-2                Form of Promissory Note (Revolving Credit and
                           Swingline Loans)
Exhibit C-3                Form of Promissory Note (Tranche C Term Loans)
Exhibit D                  Form of Letter of Credit Request
Exhibit E-1                Form of Legal Opinion of Simpson Thacher & Bartlett
Exhibit E-2                Form of Legal Opinion of Raymond Kulla
Exhibit F                  Form of Assignment and Acceptance
Exhibit G                  Form of Closing Certificate
Exhibit H                  Form of Confidentiality Agreement
Exhibit I                  Form of Reaffirmation Agreement