<PAGE>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY


                                CREDIT AGREEMENT

                          DATED AS OF OCTOBER 16, 2002

                                      AMONG

                              BRAND SERVICES, INC.,
                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,

                           CREDIT SUISSE FIRST BOSTON,
                            AS ADMINISTRATIVE AGENT,

                              JP MORGAN CHASE BANK,
                              AS SYNDICATION AGENT,

      ANTARES CAPITAL CORPORATION AND GENERAL ELECTRIC CAPITAL CORPORATION,
                           AS CO-DOCUMENTATION AGENTS,

                                       AND

           CREDIT SUISSE FIRST BOSTON AND J.P. MORGAN SECURITIES INC.,
                                 AS CO-ARRANGERS


<PAGE>

                                TABLE OF CONTENTS

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                                                                                                           Page No.
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Section 1.            DEFINITIONS................................................................................2

         1.1      Certain Defined Terms..........................................................................2

         1.2      Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement............33

         1.3      Other Definitional Provisions and Rules of Construction.......................................33

Section 2.            AMOUNTS AND TERMS OF COMMITMENTS AND LOANS................................................33

         2.1      Commitments; Making of Loans; the Register; Notes.............................................33

         2.2      Interest on the Loans.........................................................................42

         2.3      Fees..........................................................................................47

         2.4      Repayments, Prepayments and Reductions in Revolving Loan Commitments; General
                  Provisions Regarding Payments; Application of Proceeds of Collateral and Payments
                  Under Guaranties..............................................................................48

         2.5      Use of Proceeds...............................................................................57

         2.6      Special Provisions Governing LIBOR Rate Loans.................................................57

         2.7      Increased Costs; Taxes; Capital Adequacy......................................................59

         2.8      Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate...................63

         2.9      Replacement of a Lender.......................................................................64

Section 3.            LETTERS OF CREDIT.........................................................................65

         3.1      Issuance of Letters of Credit and Lenders' Purchase of Participations Therein.................65

         3.2      Letter of Credit Fees.........................................................................69

         3.3      Drawings and Reimbursement of Amounts Paid Under Letters of Credit............................70

         3.4      Obligations Absolute..........................................................................74

         3.5      Nature of Issuing Lenders' Duties.............................................................75

Section 4.            CONDITIONS TO LOANS AND LETTERS OF CREDIT.................................................76

         4.1      Conditions to Initial Loans...................................................................76

         4.2      Conditions to Supplemental Term Loans.........................................................83

         4.3      Conditions to All Loans.......................................................................83

         4.4      Conditions to Letters of Credit...............................................................84
</Table>


                                       i
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Section 5.            BORROWER'S REPRESENTATIONS AND WARRANTIES.................................................85

         5.1      Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.................85

         5.2      Authorization of Borrowing, etc...............................................................86

         5.3      Financial Condition...........................................................................87

         5.4      No Material Adverse Change; No Restricted Junior Payments.....................................88

         5.5      Title to Properties; Liens; Real Property; Intellectual Property..............................88

         5.6      Litigation; Adverse Facts.....................................................................89

         5.7      Payment of Taxes..............................................................................89

         5.8      Performance of Agreements; Material Contracts.................................................89

         5.9      Governmental Regulation.......................................................................90

         5.10     Securities Activities.........................................................................90

         5.11     Employee Benefit Plans........................................................................90

         5.12     Certain Fees..................................................................................91

         5.13     Environmental Protection......................................................................91

         5.14     Employee Matters..............................................................................92

         5.15     Solvency......................................................................................92

         5.16     Matters Relating to Collateral................................................................92

         5.17     Disclosure....................................................................................93

         5.18     Subordinated Indebtedness.....................................................................93

         5.19     Related Agreements............................................................................94

Section 6.            BORROWER'S AFFIRMATIVE COVENANTS..........................................................94

         6.1      Financial Statements and Other Reports........................................................94

         6.2      Corporate Existence, etc......................................................................99

         6.3      Payment of Taxes and Claims; Tax Consolidation ..............................................100

         6.4      Maintenance of Properties; Insurance; Application of Net Insurance/ Condemnation
                  Proceeds.....................................................................................100

         6.5      Inspection Rights; Lender Meeting............................................................102

         6.6      Compliance with Laws, etc....................................................................102

         6.7      Environmental Matters........................................................................103

         6.8      Execution of Subsidiary Guaranty and Personal Property Collateral Documents After the
                  Closing Date.................................................................................104

         6.9      Matters Relating to Additional Real Property Collateral......................................105
</Table>


                                       ii
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Section 7.            BORROWER'S NEGATIVE COVENANTS............................................................106

         7.1      Indebtedness.................................................................................107

         7.2      Liens and Related Matters....................................................................108

         7.3      Investments; Acquisitions....................................................................110

         7.4      Contingent Obligations.......................................................................113

         7.5      Restricted Junior Payments...................................................................113

         7.6      Financial Covenants..........................................................................115

         7.7      Restriction on Fundamental Changes; Asset Sales..............................................116

         7.8      Consolidated Capital Expenditures............................................................117

         7.9      Transactions with Shareholders and Affiliates................................................118

         7.10     Limitations on Sales and Lease-Backs.........................................................118

         7.11     Conduct of Business..........................................................................119

         7.12     Amendments or Waivers of Certain Agreements; Amendments of Documents Relating to
                  Subordinated Indebtedness....................................................................119

         7.13     Fiscal Year..................................................................................120

Section 8.            EVENTS OF DEFAULT........................................................................120

         8.1      Failure to Make Payments When Due............................................................120

         8.2      Default in Other Agreements..................................................................120

         8.3      Breach of Certain Covenants..................................................................120

         8.4      Breach of Warranty...........................................................................121

         8.5      Other Defaults Under Loan Documents..........................................................121

         8.6      Involuntary Bankruptcy; Appointment of Receiver, etc.........................................121

         8.7      Voluntary Bankruptcy; Appointment of Receiver, etc...........................................121

         8.8      Judgments and Attachments....................................................................122

         8.9      Dissolution..................................................................................122

         8.10     Employee Benefit Plans.......................................................................122

         8.11     Change in Control............................................................................122

         8.12     Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations................122

Section 9.            ADMINISTRATIVE AGENT.....................................................................123

         9.1      Appointment..................................................................................123

         9.2      Powers and Duties; General Immunity..........................................................125
</Table>


                                       iii
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         9.3      Independent Investigation by Lenders; No Responsibility For Appraisal of
                  Creditworthiness.............................................................................126

         9.4      Right to Indemnity...........................................................................126

         9.5      Successor Administrative Agent and Swing Line Lender.........................................127

         9.6      Collateral Documents and Guaranties..........................................................127

         9.7      Duties of Other Agents.......................................................................128

         9.8      Administrative Agent May File Proofs of Claim................................................128

Section 10.           MISCELLANEOUS............................................................................129

         10.1     Successors and Assigns; Assignments and Participations in Loans and Letters of Credit........129

         10.2     Expenses.....................................................................................133

         10.3     Indemnity....................................................................................134

         10.4     Set-Off; Security Interest in Deposit Accounts...............................................135

         10.5     Ratable Sharing..............................................................................136

         10.6     Amendments and Waivers.......................................................................136

         10.7     Independence of Covenants....................................................................138

         10.8     Notices; Effectiveness of Signatures.........................................................138

         10.9     Survival of Representations, Warranties and Agreements.......................................138

         10.10    Failure or Indulgence Not Waiver; Remedies Cumulative........................................139

         10.11    Marshalling; Payments Set Aside..............................................................139

         10.12    Severability.................................................................................139

         10.13    Obligations Several; Independent Nature of Lenders' Rights; Damage Waiver....................139

         10.14    Release of Security Interest or Guaranty.....................................................140

         10.15    Applicable Law...............................................................................140

         10.16    Construction of Agreement; Nature of Relationship............................................140

         10.17    Consent to Jurisdiction and Service of Process...............................................141

         10.18    Waiver of Jury Trial.........................................................................142

         10.19    Confidentiality..............................................................................142

         10.20    Counterparts; Effectiveness..................................................................143



Signature pages ...............................................................................................S-1
</Table>


                                       iv
<PAGE>

                                    EXHIBITS

I                   FORM OF NOTICE OF BORROWING
II                  FORM OF NOTICE OF CONVERSION/CONTINUATION
III                 FORM OF REQUEST FOR ISSUANCE
IV                  FORM OF TERM B NOTE
V                   FORM OF SUPPLEMENTAL TERM NOTE
VI                  FORM OF REVOLVING NOTE
VII                 FORM OF SWING LINE NOTE
VIII                FORM OF LC FACILITY NOTE
IX                  FORM OF COMPLIANCE CERTIFICATE
X                   FORM OF OPINION OF BORROWER COUNSEL
XI                  FORM OF OPINION OF O'MELVENY & MYERS LLP
XII                 FORM OF ASSIGNMENT AGREEMENT
XIII                FORM OF FINANCIAL CONDITION CERTIFICATE
XIV                 FORM OF SUBSIDIARY GUARANTY
XV                  FORM OF SECURITY AGREEMENT
XVI                 FORM OF PARENT GUARANTY
XVII                FORM OF SUPPLEMENTAL TERM LOAN ACCEPTANCE
XVIII               FORM OF COLLATERAL ACCESS AGREEMENT



                                       v
<PAGE>

                                    SCHEDULES


2.1               LENDERS' COMMITMENTS AND PRO RATA SHARES

4.1C              CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP

4.1K              CLOSING DATE ENVIRONMENTAL REPORTS

4.1M              CLOSING DATE MORTGAGED PROPERTIES

5.1               SUBSIDIARIES OF BORROWER

5.5B              REAL PROPERTY

5.5C              INTELLECTUAL PROPERTY

5.6               LITIGATION

5.7               TAXES

5.8               MATERIAL CONTRACTS

5.11              CERTAIN EMPLOYEE BENEFIT PLANS

5.13              ENVIRONMENTAL MATTERS

7.1               CERTAIN EXISTING INDEBTEDNESS

7.2               CERTAIN EXISTING LIENS

7.3               CERTAIN EXISTING INVESTMENTS

7.4               CERTAIN CONTINGENT OBLIGATIONS


                                       vi
<PAGE>

                              BRAND SERVICES, INC.

                                CREDIT AGREEMENT

                  This CREDIT AGREEMENT is dated as of October 16, 2002 and
entered into by and among BRAND SERVICES, INC., a Delaware corporation
("BORROWER"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually referred to herein as a "LENDER" and collectively as
"LENDERS"), JPMORGAN CHASE BANK ("JPMCB"), as syndication agent for Lenders (in
such capacity, "SYNDICATION AGENT"), CREDIT SUISSE FIRST BOSTON ("CSFB"), as
administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT") and,
together with J.P. MORGAN SECURITIES INC. ("JPMSI"), joint lead arranger and
book manager (collectively with JPMSI, in such capacity, the "CO-ARRANGERS"),
and ANTARES CAPITAL CORPORATION and GENERAL ELECTRIC CAPITAL CORPORATION, as
co-documentation agents for Lenders (collectively, in such capacity,
"CO-DOCUMENTATION AGENTS").

                                    RECITALS

                  WHEREAS, Holdings (this and other capitalized terms used in
these recitals without definition being used as defined in subsection 1.1) and
its direct wholly-owned Subsidiary, Merger Sub, have been formed by J.P. Morgan
Partners, certain of its affiliates and certain other investors, in each case
existing on the Closing Date (the "EQUITY INVESTORS") for the purpose of
acquiring all of the outstanding shares of capital stock of Borrower;

                  WHEREAS, on or before the Closing Date, Holdings will own all
of the outstanding shares of capital stock of Merger Sub;

                  WHEREAS, on the Closing Date, Merger Sub will be merged with
and into Parent (the "MERGER") pursuant to the Merger Agreement, with Parent
being the surviving corporation in such Merger;

                  WHEREAS, after giving effect to the Merger, (x) Holdings will
own all of the outstanding shares of capital stock of Parent and (y) Parent will
directly own all of the outstanding shares of capital stock of Borrower;

                  WHEREAS, Lenders, at the request of Borrower, have agreed to
extend up to $200,000,000 of senior secured credit facilities to Borrower
comprised of (i) a term loan facility of up to $130,000,000, the proceeds of
which will be used to (x) fund the Refinancing, (y) finance the Existing
Preferred Stock Purchase and (z) pay Transaction Costs; and (ii) (x) a revolving
loan facility of up to $50,000,000, the proceeds of which will be used to
provide financing for working capital and other general corporate purposes of
Borrower and its Subsidiaries and to provide a portion of the Refinancing on the
Closing Date and (y) a letter of credit facility of up to $20,000,000;

                  WHEREAS, Borrower desires to secure all of the Obligations
hereunder and under the other Loan Documents by granting to Administrative
Agent, on behalf of Lenders, a



<PAGE>

first priority Lien on substantially all of its real, personal and mixed
property, including a pledge of all of the capital stock of its Domestic
Subsidiaries and 65% of the capital stock of its Foreign Subsidiaries; and

                  WHEREAS, Parent and certain Subsidiaries of Borrower have
agreed to guarantee the Obligations hereunder and under the other Loan Documents
and to secure their guaranties by granting to Administrative Agent, on behalf of
Lenders, a first priority Lien on substantially all of their real, personal and
mixed property, including a pledge of all of the capital stock of their Domestic
Subsidiaries and 65% of the capital stock of their Foreign Subsidiaries:

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Borrower, Lenders,
Syndication Agent, Co-Documentation Agents, Co-Arrangers and Administrative
Agent agree as follows:

SECTION 1. DEFINITIONS

         1.1      CERTAIN DEFINED TERMS.

                  The following terms used in this Agreement shall have the
following meanings:

                  "ADDITIONAL MORTGAGED PROPERTY" has the meaning assigned to
that term in subsection 6.9.

                  "ADDITIONAL MORTGAGES" has the meaning assigned to that term
in subsection 6.9.

                  "ADDITIONAL COSTS" means, for any period, solely to the extent
deducted in determining Consolidated Net Income for such period, (i) management
fees paid on or before the Closing Date directly or indirectly by Borrower to
DLJ Merchant Banking Partners or any of its Affiliates in respect of periods
ending on or before the Closing Date; (ii) Transaction Costs; (iii) any success
bonuses paid by Borrower to management of Borrower in connection with the
transactions contemplated by the Loan Documents and the Related Agreements to
occur on or before the Closing Date, in each case, to the extent paid in Cash
during the Fiscal Quarter ending December 31, 2002 or March 31, 2003; provided
that the aggregate amount of such success bonuses shall not exceed $5,000,000
and (iv) Severance Costs for such period.

                  "ADJUSTED LIBOR RATE" means, for any Interest Rate
Determination Date with respect to an Interest Period for a LIBOR Rate Loan, the
rate per annum obtained by dividing (i) the offered quotation to first class
banks in the London interbank market by the Reference Lender for U.S. dollar
deposits of amounts in same day funds comparable to the principal amount of the
LIBOR Rate Loan of the Reference Lender for which the Adjusted LIBOR Rate is
then being determined with maturities comparable to such Interest Period as of
approximately 10:00 A.M. (New York City time) on such Interest Rate
Determination Date by (ii) a percentage equal to 100% minus the stated maximum
rate of all reserve requirements (including any marginal, emergency,
supplemental, special or other reserves) applicable on such Interest Rate
Determination Date to any member bank of the Federal Reserve System in respect
of



                                       2
<PAGE>

"Eurocurrency Liabilities" as defined in Regulation D (or any successor category
of liabilities under Regulation D).

                  "ADMINISTRATIVE AGENT" has the meaning assigned to that term
in the introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

                  "AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

                  "AFFECTED LOANS" has the meaning assigned to that term in
subsection 2.6C.

                  "AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

                  "AGENTS" means Administrative Agent, Syndication Agent,
Co-Arrangers, and Co-Documentation Agents.

                  "AGREEMENT" means this Credit Agreement dated as of October
16, 2002, as it may be amended, supplemented or otherwise modified from time to
time.

                  "APPLICABLE CONSOLIDATED LEVERAGE RATIO" means the
Consolidated Leverage Ratio calculated as of the date for which a Pricing
Certificate has been delivered pursuant to subsection 6.1(iv) and such
Applicable Consolidated Leverage Ratio shall remain in effect as set forth in
subsections 2.4B(iii)(c) and 2.4B(iii)(e).

                  "APPROVED FUND" means a Fund that is administered or managed
by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.

                  "ASSET SALE" means the sale by Parent or any of its
Subsidiaries to any Person other than Borrower or any of its wholly-owned
Subsidiaries of (i) any of the stock of any of Parent's Subsidiaries, (ii)
substantially all of the assets of any division or line of business of Borrower
or any of its Subsidiaries, or (iii) any other assets (whether tangible or
intangible) of Borrower or any of its Subsidiaries (other than (a) inventory
sold in the ordinary course of business, (b) damaged or lost rental equipment
sold to customers of Borrower and its Subsidiaries in the ordinary course of
business consistent with past business practices, (c) obsolete or worn out
equipment in an aggregate principal amount not to exceed $5,000,000 in any
Fiscal Year, (d) sales, assignments, transfers or dispositions of accounts in
the ordinary course of business for purposes of collection and (e) any such
other assets to the extent that the aggregate value of such assets sold in any
single transaction or related series of transactions is equal to $500,000 or
less).



                                       3
<PAGE>

                  "ASSIGNMENT AGREEMENT" means an Assignment Agreement in
substantially the form of Exhibit XII annexed hereto.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

                  "BASE RATE" means, at any time, the higher of (i) the Prime
Rate or (ii) the rate which is 1/2 of 1% in excess of the Federal Funds
Effective Rate. Any change in the Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective on the effective date of
such change.

                  "BASE RATE LOANS" means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

                  "BASE RATE MARGIN" means the margin over Base Rate used in
determining the rate of interest on Base Rate Loans pursuant to subsection 2.2A.

                  "BORROWER" has the meaning assigned to that term in the
introduction to this Agreement.

                  "BORROWER CERTIFICATE OF INCORPORATION" means the Certificate
of Incorporation of Borrower, in the form delivered to Administrative Agent and
Lenders prior to the execution of this Agreement and as such Certificate of
Incorporation may be further amended from time to time thereafter to the extent
permitted under subsection 7.12.

                  "BUSINESS DAY" means (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the State of New York or is a day on
which banking institutions located in such state are authorized or required by
law or other governmental action to close, and (ii) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted LIBOR Rate
or any LIBOR Rate Loans, any day that is a Business Day described in clause (i)
above and that is also a day for trading by and between banks in Dollar deposits
in the London interbank market.

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

                  "CAPITAL STOCK" means the capital stock or other equity
interests of a Person.

                  "CASH" means money, currency or a credit balance in a Deposit
Account.

                  "CASH EQUITY CONTRIBUTIONS" has the meaning assigned to that
term in subsection 4.1R.

                  "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of



                                       4
<PAGE>

which are backed by the full faith and credit of the United States, in each case
maturing within one year after such date; (ii) marketable direct obligations
issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality thereof, in each case maturing
within one year after such date and having, at the time of the acquisition
thereof, the highest rating obtainable from either Standard & Poor's ("S&P") or
Moody's Investors Service, Inc. ("MOODY'S"); (iii) commercial paper maturing no
more than nine months from the date of creation thereof, which is issued by (A)
a corporation (other than any Loan Party) organized under the laws of the United
States of America or any state thereof or the District of Columbia and having,
at the time of the acquisition thereof, a rating of at least A-1 from S&P or at
least P-1 from Moody's or (B) any Lender (or its holding company); (iv) time
deposits, certificates of deposit or bankers' acceptances maturing within one
year after such date and issued or accepted by any Lender or by any commercial
bank organized under the laws of the United States of America or any state
thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $500,000,000; (v) shares of any money market mutual fund that (a) has
at least 95% of its assets invested continuously in the types of investments
referred to in clauses (i) through (iii) above, (b) has net assets of not less
than $1,000,000,000, and (c) has the highest rating obtainable from either S&P
or Moody's; and (vi) short-term tax-exempt securities rated not lower than
MIG-1/1+ by either Moody's or S&P with provisions for liquidity or maturity
accommodations of 183 days or less and (vii) any interest bearing account in
Canadian dollars maintained with a Schedule A Bank in Canada.

                  "CHANGE IN CONTROL" means any of the following: (i) any Person
acting in concert with one or more other Persons (other than the Existing
Investors) shall have acquired beneficial ownership, directly or indirectly, of
Securities of Holdings (or other Securities convertible into such Securities)
representing more than 50% of the combined voting power of all Securities of
Holdings entitled to vote in the election of members of the Governing Body of
Holdings, other than Securities having such power only by reason of the
happening of a contingency; (ii) (A) prior to an IPO, Holdings shall cease to
beneficially own and control 100% of the issued and outstanding shares of
capital stock of Parent entitled (without regard to the occurrence of any
contingency) to vote for the election of members of the Governing Body of Parent
and, (B) after an IPO, Holdings shall cease to beneficially own and control at
least 35% of the issued and outstanding shares of capital stock of Parent
entitled (without regard to the occurrence of any contingency) to vote for the
election of members of the Governing Body of Parent; (iii) the occurrence of a
change in the composition of the Governing Body of Parent or Borrower such that
a majority of the members of any such Governing Body are not Continuing
Directors; (iv) the failure at any time of Parent to legally and beneficially
own and control 100% of the issued and outstanding shares of capital stock of
Borrower (other than the Existing Preferred Stock) or the failure at any time of
Parent to have the ability to elect all of the Governing Body of Borrower and
(v) the occurrence of any "Change of Control" as defined in the Senior
Subordinated Note Indenture or the Parent Junior Subordinated Note Indenture. As
used herein, the term "beneficially own" or "beneficial ownership" shall have
the meaning set forth in the Exchange Act and the rules and regulations
promulgated thereunder.



                                       5
<PAGE>

                  "CLASS" means, as applied to Lenders, each of the following
four classes of Lenders: (i) Lenders having Term B Loan Exposure, (ii) Lenders
having Supplemental Term Loan Exposure, if any, (iii) Lenders having Revolving
Loan Exposure, and (iv) Lenders having LC Facility Exposure.

                  "CLOSING DATE" means the date on which the initial Loans are
made.

                  "CLOSING DATE MORTGAGED PROPERTY" has the meaning assigned to
that term in subsection 4.1M.

                  "CLOSING DATE MORTGAGES" has the meaning assigned to that term
in subsection 4.1M.

                  "CO-ARRANGERS" has the meaning assigned to that term in the
introduction to this Agreement.

                  "COLLATERAL" means, collectively, all of the real, personal
and mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.

                  "COLLATERAL ACCESS AGREEMENT" means any landlord waiver,
mortgagee waiver, bailee letter or any similar acknowledgement or agreement of
any landlord or mortgagee in respect of any Real Property Asset where any
Collateral is located or any warehouseman or processor in possession of any
inventory or equipment of any Loan Party, substantially in the form of Exhibit
XVIII annexed hereto, with such changes as may be agreed by Borrower and
Administrative Agent in the reasonable exercise of its discretion.

                  "COLLATERAL ACCOUNT" has the meaning assigned to that term in
the Security Agreement.

                  "COLLATERAL DOCUMENTS" means the Security Agreement, the
Mortgages and all other instruments or documents delivered by any Loan Party
pursuant to this Agreement or any of the other Loan Documents in order to grant
to Administrative Agent, on behalf of Lenders, a Lien on any real, personal or
mixed property of that Loan Party as security for the Obligations.

                  "COMMERCIAL LETTER OF CREDIT" means any letter of credit or
similar instrument issued for the purpose of providing the primary payment
mechanism in connection with the purchase of any materials, goods or services by
Borrower or any of its Subsidiaries in the ordinary course of business of
Borrower or such Subsidiary.

                  "COMMITMENTS" means the commitments of Lenders to make Loans
as set forth in subsection 2.1A and subsection 3.3.

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of Exhibit IX annexed hereto.



                                       6
<PAGE>

                  "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
sum of the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Parent and its
Subsidiaries) by Parent and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Parent and its Subsidiaries. For purposes of this definition, the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment or with insurance proceeds shall be included in
Consolidated Capital Expenditures only to the extent of the gross amount of such
purchase price less the credit granted by the seller of such equipment for the
equipment being traded in at such time or the amount of such proceeds, as the
case may be; provided, that Consolidated Capital Expenditures shall not include
Investments made under subsection 7.3(xi).

                  "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period excluding, however, any interest
expense not payable in Cash (including amortization of discount and amortization
of debt issuance costs).

                  "CONSOLIDATED CURRENT ASSETS" means, as at any date of
determination, the total assets of Parent and its Subsidiaries on a consolidated
basis which may properly be classified as current assets in conformity with
GAAP, excluding Cash and Cash Equivalents.

                  "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Parent and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP.

                  "CONSOLIDATED EBITDA" means, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on the income of
Parent and its Subsidiaries, (iv) total depreciation expense, (v) total
amortization expense, (vi) any Additional Costs to the extent paid in Cash
during such period, and (vii) other non-cash items (other than any such non-cash
item to the extent it represents an accrual of or reserve for cash expenditures
in any future period), but only, in the case of clauses (ii)-(vii), to the
extent deducted in the calculation of Consolidated Net Income, less other
non-cash items added in the calculation of Consolidated Net Income (other than
any such non-cash item to the extent it results in the receipt of cash payments
in any future period), all of the foregoing as determined on a consolidated
basis for Parent and its Subsidiaries in conformity with GAAP.

                  "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an
amount (if positive) equal to (i) the sum, without duplication, of the amounts
for such period of (a) Consolidated EBITDA and (b) the Consolidated Working
Capital Adjustment minus (ii) the sum, without duplication, of the amounts for
such period of (a) voluntary and scheduled repayments of Consolidated Total Debt
(excluding repayments of Revolving Loans except to the extent the Revolving Loan
Commitments are permanently reduced in connection with such repayments), (b)
Consolidated Capital Expenditures (net of any proceeds of any related financings
with respect to such expenditures), (c) Consolidated Cash Interest Expense, (d)
the provision for current taxes based on the income of Parent and its
Subsidiaries and payable in cash with respect



                                       7
<PAGE>

to such period, and (e) to the extent not included in Consolidated Working
Capital Adjustment, (A) any cash consideration paid by Borrower or any of its
Subsidiaries in connection with any Permitted Acquisitions (net of any amount of
Indebtedness incurred or assumed in connection therewith) actually made during
such period and as and to the extent permitted under subsection 7.3(xi) and (B)
Restricted Junior Payments actually made in cash during such period and as and
to the extent permitted under subsection 7.5.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Parent and its Subsidiaries on
a consolidated basis with respect to all outstanding Indebtedness of Parent and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, net costs under Interest Rate Agreements and amounts referred to in
subsection 2.3 payable to Administrative Agent and Lenders that is considered
interest expense in accordance with GAAP, but excluding, however, any such
amounts referred to in subsection 2.3 on or before the Closing Date.

                  "CONSOLIDATED LEVERAGE RATIO" means, as at any date, the ratio
of (a) Consolidated Total Debt as at such date to (b) Consolidated EBITDA for
the consecutive four Fiscal Quarters ending on such date.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income (or loss) of Parent and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP;
provided that there shall be excluded (i) the income (or loss) of any Person
(other than a Subsidiary of Borrower) in which any other Person (other than
Borrower or any of its Subsidiaries) has a joint interest, except to the extent
of the amount of dividends or other distributions actually paid to Borrower or
any of its Subsidiaries by such Person during such period, (ii) the income (or
loss) of any Person accrued prior to the date it becomes a Subsidiary of
Borrower or is merged into or consolidated with Borrower or any of its
Subsidiaries or that Person's assets are acquired by Borrower or any of its
Subsidiaries, (iii) the income of any Subsidiary of Borrower to the extent that
the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary, (iv) any
after-tax gains or losses attributable to asset sales or returned surplus assets
of any Pension Plan, and (v) (to the extent not included in clauses (i) through
(iv) above) any net extraordinary gains or net non-cash extraordinary losses.

                  "CONSOLIDATED TOTAL DEBT" means, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness of
Parent and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

                  "CONSOLIDATED WORKING CAPITAL" means, as at any date of
determination, the excess (or deficit) of Consolidated Current Assets over
Consolidated Current Liabilities.



                                       8
<PAGE>

                  "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any
period on a consolidated basis, the amount (which may be a negative number) by
which Consolidated Working Capital as of the beginning of such period exceeds
(or is less than) Consolidated Working Capital as of the end of such period.

                  "CONTINGENT OBLIGATION", as applied to any Person, means any
direct or indirect liability, contingent or otherwise, of that Person (i) with
respect to any Indebtedness, lease, dividend or other obligation of another if
the primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
that such obligation of another will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings, or (iii) under Hedge Agreements. Contingent Obligations shall include
(a) the direct or indirect guaranty, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another, (b)
the obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (2) to maintain the solvency
or any balance sheet item, level of income or financial condition of another if,
in the case of any agreement described under subclauses (1) or (2) of this
sentence, the primary purpose or intent thereof is as described in the preceding
sentence. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guaranteed or otherwise supported or, if less, the amount
to which such Contingent Obligation is specifically limited.

                  "CONTINUING DIRECTORS" means as of any date of determination,
any member of the Board of Directors of Parent or Borrower who (i) was a member
of such Board of Directors on the Closing Date or (ii) was nominated for
election or elected to such Board of Directors with the affirmative vote of a
majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination or election.

                  "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

                  "CSFB" has the meaning assigned to that term in the
introduction to this Agreement.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement to which Borrower or any of its
Subsidiaries is a party.



                                       9
<PAGE>

                  "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or
similar account maintained with a Person engaged in the business of banking,
including a savings bank, savings and loan association, credit union or trust
company.

                  "DOLLARS" and the sign "$" mean the lawful money of the United
States of America.

                  "DOMESTIC SUBSIDIARY" means any Subsidiary of Borrower that is
incorporated or organized under the laws of the United States of America, any
state thereof or in the District of Columbia.

                  "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any
Lender and any Approved Fund of any Lender; and (ii) (a) a commercial bank
organized under the laws of the United States or any state thereof; (b) a
savings and loan association or savings bank organized under the laws of the
United States or any state thereof; (c) a commercial bank organized under the
laws of any other country or a political subdivision thereof; provided that (1)
such bank is acting through a branch or agency located in the United States or
(2) such bank is organized under the laws of a country that is a member of the
Organization for Economic Cooperation and Development or a political subdivision
of such country; and (d) any other entity that is an "accredited investor" (as
defined in Regulation D under the Securities Act) that extends credit or buys
loans as one of its businesses including insurance companies, mutual funds and
lease financing companies; provided that neither Borrower nor any Affiliate of
Borrower shall be an Eligible Assignee.

                  "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
defined in Section 3(3) of ERISA which is maintained or contributed to by
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates,
or with respect to which there is any potential outstanding liability of
Borrower.

                  "ENVIRONMENTAL CLAIM" means any investigation, notice, notice
of violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

                  "ENVIRONMENTAL LAWS" means any and all current or future
statutes, ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of any Government
Authority relating to (i) environmental matters, including those relating to any
Hazardous Materials Activity, (ii) the generation, use, storage, transportation
or disposal of Hazardous Materials, or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to Borrower or any of its Subsidiaries or
any Facility.



                                       10
<PAGE>

                  "EQUITY INVESTORS" has the meaning assigned to that term in
the Recitals to this Agreement.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor thereto.

                  "ERISA AFFILIATE", as applied to any Person, means (i) any
corporation that is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) that is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a
member; and (iii) any member of an affiliated service group within the meaning
of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of a Person or any of
its Subsidiaries shall continue to be considered an ERISA Affiliate of such
Person or such Subsidiary within the meaning of this definition with respect to
the period such entity was an ERISA Affiliate of such Person or such Subsidiary
and with respect to liabilities arising after such period for which such Person
or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

                  "ERISA EVENT" means (i) a "reportable event" within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for 30-day
notice to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with
respect to any Pension Plan (whether or not waived in accordance with Section
412(d) of the Internal Revenue Code) or the failure to make by its due date a
required installment under Section 412(m) of the Internal Revenue Code with
respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA; (iv)
the withdrawal by Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors or
the termination of any such Pension Plan, in either case which results in
liability pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the
PBGC of proceedings to terminate any Pension Plan, or the occurrence of any
event or condition which might constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan;
(vi) the imposition of liability on Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA
or by reason of the application of Section 4212(c) of ERISA; (vii) the
withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential
withdrawal liability therefor, or the receipt by Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates of notice from any
Multiemployer Plan that it is in reorganization or insolvency pursuant to
Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated
under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim
(other than routine claims for benefits) against any Employee Benefit Plan other
than a Multiemployer



                                       11
<PAGE>

Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any
of their respective ERISA Affiliates in connection with any Employee Benefit
Plan; (ix) receipt from the Internal Revenue Service of notice of the failure of
any Pension Plan (or any other Employee Benefit Plan intended to be qualified
under Section 401(a) of the Internal Revenue Code) to qualify under Section
401(a) of the Internal Revenue Code, or the failure of any trust forming part of
any Pension Plan to qualify for exemption from taxation under Section 501(a) of
the Internal Revenue Code; or (x) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan.

                  "EVENT OF DEFAULT" means each of the events set forth in
Section 8.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

                  "EXISTING CREDIT AGREEMENT" means that certain Amended and
Restated Credit Agreement dated as of March 17, 1999 between Borrower, the
various financial institutions party thereto from time to time, DLJ Capital
Funding, Inc., as syndication agent, Bank of America National Trust & Saving
Association, as swing line lender, letter of credit issuer and administrative
agent, as amended, supplemented or otherwise modified to the date hereof.

                  "EXISTING NOTES" means $130.0 million aggregate principal
amount of 10.25% Senior Notes due 2008, issued pursuant to the Existing Notes
Indenture.

                  "EXISTING NOTES INDENTURE" means that certain Indenture dated
as of February 15, 1998, between Borrower, as issuer, and U.S. Trust Company of
Texas, N.A., as trustee, as amended, supplemented or otherwise modified to the
date hereof.

                  "EXISTING PREFERRED STOCK" means 14.50% Senior Exchangeable
Preferred Stock due 2008 of Borrower, par value of $0.01.

                  "EXISTING PREFERRED STOCK PURCHASE" has the meaning assigned
to that term in subsection 2.5A.

                  "FACILITIES" means any and all real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or
heretofore owned, leased, operated or used by any of the Loan Parties or any of
their respective predecessors or Affiliates.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by Administrative Agent from three Federal funds
brokers of recognized standing selected by Administrative Agent.



                                       12
<PAGE>

                  "FINANCIAL PLAN" has the meaning assigned to that term in
subsection 6.1(xii).

                  "FIRST PRIORITY" means, with respect to any Lien purported to
be created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than Liens permitted pursuant to subsection 7.2) and (ii) such Lien is the only
Lien (other than Liens permitted pursuant to subsection 7.2) to which such
Collateral is subject.

                  "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

                  "FISCAL YEAR" means the fiscal year of the Loan Parties ending
on December 31 of each calendar year. For purposes of this Agreement, any
particular Fiscal Year shall be designated by reference to the calendar year in
which such Fiscal Year ends.

                  "FLOOD HAZARD PROPERTY" means a Closing Date Mortgaged
Property or an Additional Mortgaged Property located in an area designated by
the Federal Emergency Management Agency as having special flood or mud slide
hazards.

                  "FOREIGN SUBSIDIARY" means any Subsidiary of Borrower that is
not a Domestic Subsidiary.

                  "FUND" means any Person (other than a natural Person) that is
(or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

                  "FUNDING AND PAYMENT OFFICE" means (i) the office of
Administrative Agent and Swing Line Lender located at Eleven Madison Avenue, New
York, New York 10010-3629 or (ii) such other office of Administrative Agent and
Swing Line Lender as may from time to time hereafter be designated as such in a
written notice delivered by Administrative Agent and Swing Line Lender to
Borrower and each Lender.

                  "FUNDING DATE" means the date of the funding of a Loan.

                  "GAAP" means, subject to the limitations on the application
thereof set forth in subsection 1.2, generally accepted accounting principles
set forth in opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

                  "GOVERNING BODY" means the board of directors or other body
having the power to direct or cause the direction of the management and policies
of a Person that is a corporation, partnership, trust or limited liability
company.



                                       13
<PAGE>

                  "GOVERNMENT AUTHORITY" means any political subdivision or
department thereof, any other governmental or regulatory body, commission,
central bank, board, bureau, organ or instrumentality or any court, in each case
whether federal, state, local or foreign.

                  "GOVERNMENTAL AUTHORIZATION" means any permit, license,
registration, authorization, plan, directive, consent, order or consent decree
of or from, or notice to, any Government Authority.

                  "GRANTING LENDER" has the meaning assigned to that term in
subsection 10.1B(iii).

                  "GUARANTIES" means the Parent Guaranty and the Subsidiary
Guaranty.

                  "HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", "acutely hazardous waste", "radioactive waste", "biohazardous waste",
"pollutant", "toxic pollutant", "contaminant", "restricted hazardous waste",
"infectious waste", "toxic substances", or any other term or expression intended
to define, list or classify substances by reason of properties harmful to
health, safety or the indoor or outdoor environment (including harmful
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws); (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(iv) any flammable substances or explosives; (v) any radioactive materials; (vi)
any asbestos-containing materials; (vii) urea formaldehyde foam insulation;
(viii) electrical equipment which contains any oil or dielectric fluid
containing polychlorinated biphenyls; (ix) pesticides; and (x) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any Government Authority or which may or could pose a hazard to the
health and safety of the owners, occupants or any Persons in the vicinity of any
Facility or to the indoor or outdoor environment.

                  "HAZARDOUS MATERIALS ACTIVITY" means any past, current,
proposed or threatened activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding,
presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect
to any of the foregoing.

                  "HEDGE AGREEMENT" means an Interest Rate Agreement or a
Currency Agreement designed to hedge against fluctuations in interest rates or
currency values, respectively.

                  "HOLDINGS" means Brand Holdings, LLC, a Delaware limited
liability company.



                                       14
<PAGE>

                  "INDEBTEDNESS", as applied to any Person, means (i) all
indebtedness for borrowed money, (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet
in conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, and (v) all indebtedness secured by any Lien on any property
or asset owned or held by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the
credit of that Person. Obligations under Interest Rate Agreements and Currency
Agreements constitute (1) in the case of Hedge Agreements, Contingent
Obligations, and (2) in all other cases, Investments, and in neither case
constitute Indebtedness.

                  "INDEMNIFIED LIABILITIES" has the meaning assigned to that
term in subsection 10.3.

                  "INDEMNITEE" has the meaning assigned to that term in
subsection 10.3.

                  "INTELLECTUAL PROPERTY" means all patents, trademarks,
tradenames, copyrights, technology, software, know-how and processes used in or
necessary for the conduct of the business of Borrower and its Subsidiaries as
currently conducted that are material to the condition (financial or otherwise),
business or operations of Borrower and its Subsidiaries, taken as a whole.

                  "INTEREST PAYMENT DATE" means (i) with respect to any Base
Rate Loan, the last Business Day of March, June, September and December of each
year, commencing on the first such date to occur after the Closing Date, and
(ii) with respect to any LIBOR Rate Loan, the last day of each Interest Period
applicable to such Loan; provided that in the case of each Interest Period of
longer than three months "Interest Payment Date" shall also include each date
that is three months, or a multiple thereof, after the commencement of such
Interest Period.

                  "INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

                  "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement to which Parent or any of its Subsidiaries is a
party.

                  "INTEREST RATE DETERMINATION DATE", with respect to any
Interest Period, means the second Business Day prior to the first day of such
Interest Period.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter, and any
successor statute.

                  "INVESTMENT" means (i) any direct or indirect purchase or
other acquisition by Parent or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other



                                       15
<PAGE>

Person (including any Subsidiary of Borrower), (ii) any direct or indirect
redemption, retirement, purchase or other acquisition for value, by any
Subsidiary of Borrower from any Person other than Borrower or any of its
Subsidiaries, of any equity Securities of such Subsidiary, (iii) any direct or
indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Parent or any of its
Subsidiaries to any other Person, including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business, or (iv)
Interest Rate Agreements or Currency Agreements not constituting Hedge
Agreements. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment (other than adjustments for the repayment of, or the
refund of capital with respect to, the original principal amount of any such
Investment).

                  "IP COLLATERAL" means, collectively, the Intellectual Property
that constitutes Collateral under the Security Agreement.

                  "ISSUING LENDER", means (i) Revolving Issuing Lender and (ii)
LC Facility Issuing Lender.

                  "IPO" means any initial public offering of the common stock of
Parent.

                  "JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form.

                  "LANDLORD CONSENT AND ESTOPPEL", with respect to any Leasehold
Property, means a letter, certificate or other instrument in writing from the
lessor under the related lease, reasonably satisfactory in form and substance to
Administrative Agent, pursuant to which such lessor agrees, for the benefit of
Administrative Agent, (i) that without any further consent of such lessor or any
further action on the part of the Loan Party holding such Leasehold Property,
such Leasehold Property may be encumbered pursuant to a Mortgage and may be
assigned to the purchaser at a foreclosure sale or in a transfer in lieu of such
a sale (and to a subsequent third party assignee if Administrative Agent, any
Lender, or an Affiliate of either so acquires such Leasehold Property), (ii)
that such lessor shall not terminate such lease as a result of a default by such
Loan Party thereunder without first giving Administrative Agent notice of such
default and at least 60 days (or, if such default cannot reasonably be cured by
Administrative Agent within such period, such longer period as may reasonably be
required) to cure such default, (iii) to the matters contained in a Collateral
Access Agreement, and (iv) to such other matters relating to such Leasehold
Property as Administrative Agent may reasonably request.

                  "LC FACILITY CERTIFICATE OF DEPOSIT" has the meaning assigned
to that term in subsection 3.1C.

                  "LC FACILITY COMMITMENT" means the commitment of a LC Facility
Lender to acquire participations in LC Facility Letters of Credit and make LC
Facility Loans pursuant to



                                       16
<PAGE>

subsection 2.1A(v), and "LC Facility Commitments" means such commitments of all
LC Facility Lenders in the aggregate.

                  "LC FACILITY EXPOSURE", with respect to any LC Facility
Lender, means, as of any date of determination (i) prior to the termination of
the LC Facility Commitments, that LC Facility Lender's LC Facility Commitment,
and (ii) after the termination of the LC Facility Commitments, the sum of (a)
the aggregate outstanding principal amount of the LC Facility Loans of that LC
Facility Lender plus (b) in the event that LC Facility Lender is a LC Facility
Issuing Lender, the aggregate LC Facility Letter of Credit Usage in respect of
all LC Facility Letters of Credit issued by that LC Facility Lender (in each
case net of any participations purchased by other LC Facility Lenders in such LC
Facility Letters of Credit or in any unreimbursed drawings thereunder) plus (c)
the aggregate amount of all participations purchased by that LC Facility Lender
in any outstanding LC Facility Letters of Credit or any unreimbursed drawings
under any LC Facility Letters of Credit.

                  "LC FACILITY ISSUING LENDER" means the LC Facility Lender that
agrees or is otherwise obligated to issue such Letter of Credit, determined as
provided in subsection 3.1B.

                  "LC FACILITY LENDER" means a Lender that has a LC Facility
Commitment and/or that has an outstanding LC Facility Loan.

                  "LC FACILITY LETTER OF CREDIT" or "LC FACILITY LETTERS OF
CREDIT" means Standby Letters of Credit issued or to be issued by LC Facility
Issuing Lenders pursuant to subsection 3.1.

                  "LC FACILITY LETTER OF CREDIT REIMBURSEMENT DATE" has the
meaning assigned to that term in subsection 3.3B(ii).

                  "LC FACILITY LETTER OF CREDIT USAGE" means, as at any date of
determination, the sum of (i) the maximum aggregate amount which is or at any
time thereafter may become available for drawing under all LC Facility Letters
of Credit then outstanding plus (ii) the aggregate amount of all drawings under
LC Facility Letters of Credit honored by LC Facility Issuing Lenders and not
theretofore reimbursed by Borrower.

                  "LC FACILITY LOANS" means the loans deemed made by LC Facility
Lenders to Borrower pursuant to subsection 3.3B and subsection 3.3C.

                  "LEASEHOLD PROPERTY" means any leasehold interest of any Loan
Party as lessee under any lease of real property.

                  "LENDER" and "LENDERS" means the Persons identified as
"Lenders" and listed on the signature pages of this Agreement, together with
their successors and permitted assigns pursuant to subsection 10.1, and the term
"Lenders" shall include Swing Line Lender unless the context otherwise requires;
provided that the term "LENDERS", when used in the context of a particular
Commitment, shall mean Lenders having that Commitment.



                                       17
<PAGE>

                  "LETTER OF CREDIT" or "LETTERS OF CREDIT" means (i) Revolving
Letters of Credit and (ii) LC Facility Letters of Credit.

                  "LIBOR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Adjusted LIBOR Rate as provided in subsection
2.2A.

                  "LIBOR RATE MARGIN" means the margin over the Adjusted LIBOR
Rate used in determining the rate of interest on LIBOR Rate Loans pursuant to
subsection 2.2A.

                  "LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

                  "LOAN" or "LOANS" means one or more of the Term B Loans,
Supplemental Term Loans, Revolving Loans, Swing Line Loans or LC Facility Loans
or any combination thereof.

                  "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters
of Credit (and any applications for, or reimbursement agreements or other
documents or certificates executed by Borrower in favor of an Issuing Lender
relating to, the Letters of Credit), the Guaranties and the Collateral
Documents.

                  "LOAN PARTY" means each of Parent, Borrower and any of
Borrower's Subsidiaries from time to time executing a Loan Document, and the
"Loan Parties" means all such Persons, collectively.

                  "MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

                  "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets or condition (financial or
otherwise) of Parent and its Subsidiaries taken as a whole or (ii) the material
impairment of the ability of any Loan Party to perform, or of Administrative
Agent or Lenders to enforce, the Obligations.

                  "MATERIAL CONTRACT" means any contract or other arrangement to
which Parent or any of its Subsidiaries is a party (other than the Loan
Documents) for which breach, nonperformance, cancellation or failure to renew
could reasonably be expected to have a Material Adverse Effect.

                  "MATERIAL REAL PROPERTY" means, as of any date of
determination, (i) any fee interest in real property of any Loan Party having a
fair market value of $4,000,000 or more and (ii) a Leasehold Property reasonably
determined by Administrative Agent to be of material value as Collateral or of
material importance to the operations of Borrower and where Borrower or any
Subsidiary Guarantor holds on a regular basis at such Leasehold Property
personal property with a fair market value in excess of (or such Borrower or
Subsidiary Guarantor anticipates that the



                                       18
<PAGE>

fair market value of such personal property held on a regular basis will, at any
time during the term of such lease, exceed) $10,000,000.

                  "MATERIAL SUBSIDIARY" means any Domestic Subsidiary which, on
a consolidated basis for such Domestic Subsidiary and its Subsidiaries, holds,
owns or contributes, as the case may be, 5% or more of the gross revenues,
assets or EBITDA of Parent and its Subsidiaries, on a consolidated basis.

                  "MAXIMUM CONSOLIDATED NET CAPITAL EXPENDITURES AMOUNT" has the
meaning assigned to that term in subsection 7.8.

                  "MERGER" has the meaning assigned to that term in the Recitals
to this Agreement.

                  "MERGER AGREEMENT" means that certain Agreement and Plan of
Merger among Holdings, Brand Acquisition Corp., Parent and the Sellers named
therein dated as of August 9, 2002, in the form delivered to Administrative
Agent and Lenders prior to the execution of this Agreement and as such Agreement
may be amended from time to time thereafter to the extent permitted under
subsection 7.12.

                  "MERGER SUB" means Brand Acquisition Corp., Inc., a Delaware
corporation.

                  "MORTGAGE" means (i) a security instrument (whether designated
as a deed of trust or a mortgage or by any similar title) executed and delivered
by any Loan Party, substantially in the form agreed upon by Borrower and
Administrative Agent as of the Closing Date or in such other form as may be
approved by Administrative Agent in its sole discretion, in each case with such
changes thereto as may be recommended by Administrative Agent's local counsel
based on local laws or customary local mortgage or deed of trust practices, or
(ii) at Administrative Agent's option, in the case of an Additional Mortgaged
Property, an amendment to an existing Mortgage, in form satisfactory to
Administrative Agent, adding such Additional Mortgaged Property to the Real
Property Assets encumbered by such existing Mortgage, in either case as such
security instrument or amendment may be amended, supplemented or otherwise
modified from time to time. "Mortgages" means all such instruments, including
the Closing Date Mortgages and any Additional Mortgages, collectively.

                  "MULTIEMPLOYER PLAN" means any Pension Plan that is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

                  "NET ASSET SALE PROCEEDS", with respect to any Asset Sale,
means Cash payments (including any Cash received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received) received from such Asset Sale, net of any bona fide direct
costs, fees and expenses incurred in connection with such Asset Sale, including,
without limitation, (i) income taxes reasonably estimated to be actually payable
within two years of the date of such Asset Sale as a result of any gain
recognized in connection with such Asset Sale, (ii) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or



                                       19
<PAGE>

assets in question and that is required to be repaid under the terms thereof as
a result of such Asset Sale and (iii) all reasonable and customary legal,
investment banking, brokerage, accounting and other professional fees, sales
commissions and disbursements and all other reasonable fees, expenses and
charges, in each case actually incurred in connection with such Asset Sale.

                  "NET DEBT SECURITIES PROCEEDS" has the meaning assigned to
that term in subsection 2.4B(iii)(d).

                  "NET EQUITY SECURITIES PROCEEDS" has the meaning assigned to
that term in subsection 2.4B(iii)(c).

                  "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments
or proceeds received by Parent or any of its Subsidiaries (i) under any business
interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Parent or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, in each case net of any
actual and reasonable documented costs incurred by Parent or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of
Parent or such Subsidiary in respect thereof and any proceeds or awards required
to be paid to a creditor (other than Lenders) which holds a first-priority Lien
permitted under the Loan Documents on the property which is the subject of such
casualty or condemnation event described above.

                  "NEW BUSINESS" means, with respect to any Permitted
Acquisition, the property, assets or business acquired by Borrower or any of its
Subsidiaries in such Permitted Acquisition.

                  "NON-US LENDER" means a Lender that is organized under the
laws of any jurisdiction other than the United States or any state or other
political subdivision thereof.

                  "NOTES" means one or more of the Term B Notes, Supplemental
Term Notes, Revolving Notes, Swing Line Note or LC Facility Notes or any
combination thereof.

                  "NOTICE OF BORROWING" means a notice substantially in the form
of Exhibit I annexed hereto.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice
substantially in the form of Exhibit II annexed hereto.

                  "OBLIGATIONS" means all obligations of every nature of each
Loan Party from time to time owed to Administrative Agent, any other Agent,
Lenders or any of them under the Loan Documents, whether for principal,
interest, reimbursement of amounts drawn under Letters of Credit, fees,
expenses, indemnification or otherwise.

                  "OFFICER" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual)



                                       20
<PAGE>

or other individual appointed by the Governing Body or the Organizational
Documents of a corporation, partnership, trust or limited liability company to
serve in a similar capacity as the foregoing.

                  "OFFICER'S CERTIFICATE", as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

                  "OPERATING LEASE", as applied to any Person, means any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

                  "ORGANIZATIONAL DOCUMENTS" means the documents (including
Bylaws, if applicable) pursuant to which a Person that is a corporation,
partnership, trust or limited liability company is organized.

                  "PARENT" means DLJ Brand Holdings, Inc., a Delaware
corporation, which shall change its name to "Brand Intermediate Holdings, Inc."
upon the consummation of the Merger.

                  "PARENT CERTIFICATE OF INCORPORATION" means the Amended
Certificate of Incorporation of Parent, in the form delivered to Administrative
Agent and Lenders prior to the execution of this Agreement and as such Amended
Certificate of Incorporation may be further amended from time to time thereafter
to the extent permitted under subsection 7.12.

                  "PARENT GUARANTY" means the Parent Guaranty executed and
delivered by Parent on the Closing Date, substantially in the form of Exhibit
XVI annexed hereto, as such Parent Guaranty may thereafter be amended,
supplemented or otherwise modified from time to time.

                  "PARENT JUNIOR SUBORDINATED NOTE INDENTURE" means the
Indenture entered into by Parent and the trustee named therein pursuant to which
the Parent Junior Subordinated Notes were issued in the form approved by
Co-Arrangers pursuant to subsection 4.1Q and as such Indenture may be amended,
supplemented or otherwise modified from time to time thereafter pursuant to
subsection 7.12.

                  "PARENT JUNIOR SUBORDINATED NOTES" means the 13% Senior
Subordinated Notes due 2013 of Parent issued pursuant to the Parent Junior
Subordinated Note Indenture.

                  "PARENT JUNIOR SUBORDINATED NOTES ISSUE DATE" means October
16, 2002.

                  "PARTICIPANT" means a purchaser of a participation in the
rights and obligations under this Agreement pursuant to subsection 10.1C.

                  "PATRIOT ACT" means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act).



                                       21
<PAGE>

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

                  "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

                  "PERMITTED ACQUISITION" means any acquisition, by purchase or
otherwise, of all or substantially all of the business, property or fixed assets
of, or stock or other evidence of beneficial ownership of, any Person or any
division or line of business of any Person by Borrower or any of its
Subsidiaries permitted under and made in accordance with subsection 7.3(xi).

                  "PERMITTED ACQUISITION CLOSING DATE" has the meaning assigned
to that term in subsection 7.3(xi).

                  "PERMITTED ENCUMBRANCES" means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien relating to or imposed in
connection with any Environmental Claim but including any of the foregoing to
the extent such Liens are not delinquent or are being contested in good faith by
appropriate proceedings and excluding any such Lien expressly prohibited by any
applicable terms of any of the Collateral Documents):

                  (i) Liens for taxes, assessments or governmental charges or
         claims the payment of which is not, at the time, required by subsection
         6.3;

                  (ii) statutory Liens of landlords, Liens of collecting banks
         under the UCC on items in the course of collection, statutory Liens and
         rights of set-off of banks, statutory Liens of carriers, warehousemen,
         mechanics, repairmen, workmen and materialmen, and other Liens imposed
         by law, in each case incurred in the ordinary course of business (a)
         for amounts not yet overdue or (b) for amounts that are overdue and
         that (in the case of any such amounts overdue for a period in excess of
         30 days) are being contested in good faith by appropriate proceedings,
         so long as (1) such reserves or other appropriate provisions, if any,
         as shall be required by GAAP shall have been made for any such
         contested amounts, and (2) in the case of a Lien with respect to any
         portion of the Collateral, such contest proceedings conclusively
         operate to stay the sale of any portion of the Collateral on account of
         such Lien;

                  (iii) Liens incurred or deposits made in the ordinary course
         of business in connection with workers' compensation, unemployment
         insurance and other types of governmental insurance benefits or social
         security, or to secure the performance of tenders, statutory
         obligations, insurance obligations, surety and appeal bonds, bids,
         leases, government contracts, trade contracts, performance and
         return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money), so long as no
         foreclosure, sale or similar proceedings have been commenced with
         respect to any portion of the Collateral on account thereof;



                                       22
<PAGE>

                  (iv) any attachment or judgment Lien not constituting an Event
         of Default under subsection 8.8;

                  (v) (a) licenses (with respect to Intellectual Property and
         other property), leases (other than leases of scaffolding equipment) or
         subleases granted to third parties in accordance with any applicable
         terms of the Collateral Documents and not interfering in any material
         respect with the ordinary conduct of the business of Borrower or any of
         its Subsidiaries or resulting in a material diminution in the value of
         any Collateral as security for the Obligations and (b) leases of
         scaffolding equipment granted to customers of Borrower or any of its
         Subsidiaries in the ordinary conduct of the business of Borrower or any
         such Subsidiary;

                  (vi) (a) easements, rights-of-way, restrictions,
         encroachments, and other minor defects or irregularities in title, in
         each case which do not and will not interfere in any material respect
         with the ordinary conduct of the business of Borrower or any of its
         Subsidiaries or result in a material diminution in the value of any
         Collateral as security for the Obligations; and (b) in the case of any
         property covered by a Mortgage, encumbrances disclosed in the title
         insurance policy issued to, and reasonably approved by, Administrative
         Agent;

                  (vii) any (a) interest or title of a lessor or sublessor under
         any lease not prohibited by this Agreement, (b) Lien or restriction
         that the interest or title of such lessor or sublessor may be subject
         to, or (c) subordination of the interest of the lessee or sublessee
         under such lease to any Lien or restriction referred to in the
         preceding clause (b), so long as the holder of such Lien or restriction
         agrees to recognize the rights of such lessee or sublessee under such
         lease;

                  (viii) Liens arising from filing UCC financing statements
         relating solely to leases not prohibited by this Agreement;

                  (ix) 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;

                  (x) any zoning or similar law or right reserved to or vested
         in any governmental office or agency to control or regulate the use of
         any real property;

                  (xi) Liens granted pursuant to the Collateral Documents; and

                  (xii) Liens securing obligations (other than obligations
         representing Indebtedness for borrowed money) under operating,
         reciprocal easement or similar agreements entered into in the ordinary
         course of business of Borrower and its Subsidiaries.

                  "PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts,



                                       23
<PAGE>

business trusts or other organizations, whether or not legal entities, and
governments (whether federal, state or local, domestic or foreign, and including
political subdivisions thereof) and agencies or other administrative or
regulatory bodies thereof.

                  "PLEDGED COLLATERAL" means, collectively, the "Pledged
Collateral" as defined in the Security Agreement.

                  "POTENTIAL EVENT OF DEFAULT" means a condition or event that,
after notice or lapse of time or both, would constitute an Event of Default.

                  "PRICING CERTIFICATE" means an Officer's Certificate of
Borrower certifying the Consolidated Leverage Ratio as at the last day of any
Fiscal Quarter and setting forth the calculation of such Consolidated Leverage
Ratio in reasonable detail, which Officer's Certificate may be delivered to
Administrative Agent at any time on or after the date of delivery by Borrower of
the Compliance Certificate with respect to the period ending on the last day of
such Fiscal Quarter.

                  "PRIME RATE" means the rate that Administrative Agent
announces from time to time as its prime lending rate, as in effect from time to
time. The Prime Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer. Administrative Agent or
any other Lender may make commercial loans or other loans at rates of interest
at, above or below the Prime Rate.

                  "PROCEEDINGS" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

                  "PROPERTY SALE-LEASEBACK" means any sale or transfer of real
property acquired after the Closing Date (other than any such real property
acquired in a Permitted Acquisition) by Borrower or any of its Subsidiaries to
any other Person and with respect to which Borrower or any such Subsidiary
becomes and remain liable as lessee, guarantor or other surety with respect to
any such lease.

                  "PRO FORMA BASIS" means, as of any date of determination, the
compliance of Borrower with the financial covenants set forth in subsection 7.6A
and 7.6B as of the last day of the four Fiscal Quarter period most recently
ended prior to such date of determination for which the relevant financial
information is available (the "COMPLIANCE PERIOD"), after giving effect on a pro
forma basis to any Permitted Acquisitions made during such Compliance Period and
any dispositions made during such Compliance Period (other than sales of
inventory in the ordinary course of business and dispositions of obsolete
equipment) on the following basis:

                  (i) any Indebtedness incurred or assumed by Borrower or any of
         its Subsidiaries in connection with such Permitted Acquisitions and any
         Indebtedness repaid in connection with such Permitted Acquisitions or
         dispositions shall be deemed to have been incurred or repaid,
         respectively, as of the first day of the Compliance Period;



                                       24
<PAGE>

                  (ii) if such Indebtedness incurred or assumed by Borrower or
         any of its Subsidiaries in connection with such Permitted Acquisitions
         has a floating or formula rate, then the rate of interest for such
         Indebtedness for the applicable period shall be computed as if the rate
         in effect for such Indebtedness on the relevant measurement date had
         been the applicable rate for the entire applicable period;

                  (iii) income statement items (whether positive or negative)
         attributable to the property or business acquired or disposed of in
         such Permitted Acquisitions or dispositions shall be included as if
         such acquisitions or dispositions took place on the first day of such
         Compliance Period on a pro forma basis; and

                  (iv) any historical extraordinary non-recurring costs or
         expenses or other verifiable costs or expenses that will not continue
         after the acquisition or disposition date may be eliminated and other
         expenses and cost reductions may be reflected on a basis consistent
         with Regulation S-X promulgated by the Securities and Exchange
         Commission.

                  With respect to any such Permitted Acquisitions, such pro
forma calculations shall be based on the audited or reviewed financial results
to the extent delivered in compliance with clause (f) of subsection 7.3(xi). All
pro forma adjustments shall be approved for use in such calculations by
Administrative Agent.

                  "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Term B Loan Commitment or the
Term B Loan of any Lender, the percentage obtained by dividing (x) the Term B
Loan Exposure of that Lender by (y) the aggregate Term B Loan Exposure of all
Lenders, (ii) with respect to all payments, computations and other matters
relating to the Supplemental Term Loans of any Lender, the percentage obtained
by dividing (x) the Supplemental Term Loan Exposure of that Lender by (y) the
aggregate Supplemental Term Loan Exposure of all Lenders, (iii) with respect to
all payments, computations and other matters relating to the Revolving Loan
Commitment or the Revolving Loans of any Lender or any Letters of Credit issued
or participations therein deemed purchased by any Lender or any assignments of
any Swing Line Loans deemed purchased by any Lender, the percentage obtained by
dividing (x) the Revolving Loan Exposure of that Lender by (y) the aggregate
Revolving Loan Exposure of all Lenders, (iv) with respect to all payments,
computations and other matters relating to the LC Facility Commitment or the LC
Facility Loans of any LC Facility Lender or any LC Facility Letters of Credit
issued or participations therein deemed purchased by any LC Facility Lender, the
percentage obtained by dividing (x) the LC Facility Exposure of that LC Facility
Lender by (y) the aggregate LC Facility Exposure of all Lenders, and (v) for all
other purposes with respect to each Lender, the percentage obtained by dividing
(x) the sum of the Term B Loan Exposure of that Lender plus the Supplemental
Term Loan Exposure of that Lender plus the Revolving Loan Exposure of that
Lender plus the LC Facility Exposure of that Lender by (y) the sum of the
aggregate Term B Loan Exposure of all Lenders plus the aggregate Supplemental
Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of
all Lenders plus the aggregate LC Facility Exposure of all Lenders, in any such
case as the applicable percentage may be adjusted by assignments permitted
pursuant to subsection 10.1. The initial Pro Rata Share of each Lender for
purposes of each of clauses (i),



                                       25
<PAGE>

(iii) and (iv) of the preceding sentence is set forth opposite the name of that
Lender in Schedule 2.1 annexed hereto.

                  "PTO" means the United States Patent and Trademark Office or
any successor or substitute office in which filings are necessary or, in the
opinion of Administrative Agent, desirable in order to create or perfect Liens
on any IP Collateral.

                  "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of Borrower
or any other Subsidiary of Borrower incurred in connection with the purchase of
assets or other property for the business of such Borrower or such Subsidiary
for the purposes of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the business
of Borrower or such Subsidiary; provided that (x) the recourse of the Lenders
with respect to such Indebtedness is limited solely to such Borrower or such
Subsidiary, as the case may be, (y) the only Lien granted by such Borrower or
such Subsidiary, as the case may be, securing such Indebtedness (which amount
shall not exceed 125% of the purchase price of the asset or property (net of
taxes and soft costs)) is on the assets or other property so purchased (and the
proceeds of such assets or other property) and (z) such Indebtedness is without
recourse to any other Loan Party.

                  "REAL PROPERTY ASSET" means, at any time of determination, any
interest then owned by any Loan Party in any real property.

                  "REFERENCE LENDER" means CSFB.

                  "REFINANCING" has the meaning assigned to that term in
subsection 2.5A.

                  "REFUNDED SWING LINE LOANS" has the meaning assigned to that
term in subsection 2.1A(iii).

                  "REGISTER" has the meaning assigned to that term in subsection
2.1D.

                  "REGULATION D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

                  "RELATED AGREEMENTS" means, collectively, the Parent
Certificate of Incorporation, the Borrower Certificate of Incorporation, the
Merger Agreement, the Senior Subordinated Notes Indenture and the Parent Junior
Subordinated Note Indenture.

                  "RELEASE" means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

                  "REPAYABLE NET ASSET SALE PROCEEDS" has the meaning assigned
to that term in subsection 2.4B(iii)(a).



                                       26
<PAGE>

                  "REQUEST FOR ISSUANCE" means a request substantially in the
form of Exhibit III annexed hereto.

                  "REQUISITE CLASS LENDERS" means, at any time of determination,
(i) for Lenders holding Term B Loans, Lenders holding more than 50% of the
aggregate Term B Loan Exposure of all Lenders; (ii) for Lenders holding
Supplemental Term Loans, Lenders holding more than 50% of the aggregate
Supplemental Term Loan Exposure of all Lenders, (iii) for Lenders holding
Revolving Loans, Lenders holding more than 50% of the aggregate Revolving Loan
Exposure of all Lenders, and (iv) for Lenders holding LC Facility Loans, Lenders
holding more than 50% of the aggregate LC Facility Exposure of all Lenders.

                  "REQUISITE LENDERS" means Lenders having or holding more than
50% of the sum of the aggregate Term B Loan Exposure of all Lenders plus the
aggregate Supplemental Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders plus the aggregate LC Facility Exposure
of all Lenders.

                  "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Borrower or Parent now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Borrower or Parent now or hereafter outstanding, (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock of Borrower or Parent now
or hereafter outstanding, and (iv) any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance
(including in-substance or legal defeasance), sinking fund or similar payment
with respect to, any Subordinated Indebtedness.

                  "REVOLVING ISSUING LENDER" means the Revolving Lender that
agrees or is otherwise obligated to issue such Revolving Letter of Credit,
determined as provided in subsection 3.1B(ii).

                  "REVOLVING LENDER" means a Lender that has a Revolving Loan
Commitment and/or that has an outstanding Revolving Loan.

                  "REVOLVING LETTER OF CREDIT" or "REVOLVING LETTERS OF CREDIT"
means Commercial Letters of Credit and Standby Letters of Credit issued or to be
issued by Revolving Issuing Lenders for the account of Borrower pursuant to
subsection 3.1.

                  "REVOLVING LETTER OF CREDIT USAGE" means, as at any date of
determination, the sum of (i) the maximum aggregate amount which is or at any
time thereafter may become available for drawing under all Revolving Letters of
Credit then outstanding plus (ii) the aggregate amount of all drawings under
Revolving Letters of Credit honored by Revolving Issuing Lenders and not
theretofore reimbursed out of the proceeds of Revolving Loans pursuant to
subsection 3.3B or otherwise reimbursed by Borrower.



                                       27
<PAGE>

                  "REVOLVING LOAN COMMITMENT" means the commitment of a
Revolving Lender to make Revolving Loans to Borrower pursuant to subsection
2.1A(ii), and "REVOLVING LOAN COMMITMENTS" means such commitments of all
Revolving Lenders in the aggregate.

                  "REVOLVING LOAN COMMITMENT TERMINATION DATE" means October 16,
2008.

                  "REVOLVING LOAN EXPOSURE", with respect to any Revolving
Lender, means, as of any date of determination (i) prior to the termination of
the Revolving Loan Commitments, that Lender's Revolving Loan Commitment, and
(ii) after the termination of the Revolving Loan Commitments, the sum of (a) the
aggregate outstanding principal amount of the Revolving Loans of that Lender
plus (b) in the event that Lender is a Revolving Issuing Lender, the aggregate
Revolving Letter of Credit Usage in respect of all Revolving Letters of Credit
issued by that Lender (in each case net of any participations purchased by other
Revolving Lenders in such Letters of Credit or in any unreimbursed drawings
thereunder) plus (c) the aggregate amount of all participations purchased by
that Revolving Lender in any outstanding Letters of Credit or any unreimbursed
drawings under any Revolving Letters of Credit plus (d) in the case of Swing
Line Lender, the aggregate outstanding principal amount of all Swing Line Loans
(net of any assignments thereof purchased by other Revolving Lenders) plus (e)
the aggregate amount of all assignments purchased by that Lender in any
outstanding Swing Line Loans.

                  "REVOLVING LOANS" means the Loans made by Revolving Lenders to
Borrower pursuant to subsection 2.1A(ii).

                  "REVOLVING NOTES" means (i) the promissory notes of Borrower
issued pursuant to subsection 2.1E(i)(1)(b) on the Closing Date and/or (ii) any
promissory notes issued by Borrower pursuant to the second to last sentence of
subsection 10.1B(i) in connection with assignments of the Revolving Loan
Commitments and Revolving Loans of any Revolving Lenders, in each case
substantially in the form of Exhibit VI annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

                  "REVOLVING REIMBURSEMENT DATE" has the meaning assigned to
that term in subsection 3.3B(i).

                  "SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated, certificated or uncertificated, or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and any successor statute.



                                       28
<PAGE>

                  "SECURITY AGREEMENT" means the Security Agreement executed and
delivered on the Closing Date, substantially in the form of Exhibit XV annexed
hereto, as such Security Agreement may thereafter be amended, supplemented or
otherwise modified from time to time.

                  "SENIOR SUBORDINATED NOTE INDENTURE" means the Indenture
entered into by Borrower and the trustee named therein pursuant to which the
Senior Subordinated Notes are issued in the form approved by Co-Arrangers
pursuant to subsection 4.1P and as such Indenture may be amended, supplemented
or otherwise modified from time to time thereafter to the extent permitted under
subsection 7.12.

                  "SENIOR SUBORDINATED NOTES" means the 12% Senior Subordinated
Notes due 2012 of Borrower, issued pursuant to the Senior Subordinated Note
Indenture.

                  "SEVERANCE COSTS" means, for any period, severance costs of
Borrower and its Subsidiaries incurred in connection with a restructuring of the
operations of Borrower and its Subsidiaries or a Permitted Acquisition; provided
that the calculation of any such Severance Costs shall be set forth in an
Officer's Certificate in form and substance reasonably satisfactory to
Administrative Agent which shall be delivered to Administrative Agent, together
with its delivery of any financial statements required to be delivered pursuant
to subsection 6.1; and provided, further that the aggregate amount of such
Severance Costs shall not exceed $5,000,000 in any Fiscal Year.

                  "SOLVENT", with respect to any Person, means that as of the
date of determination both (i)(a) the then fair saleable value of the property
of such Person is (1) greater than the total amount of liabilities (including
contingent liabilities) of such Person and (2) not less than the amount that
will be required to pay the probable liabilities on such Person's then existing
debts as they become absolute and due considering all financing alternatives and
potential asset sales reasonably available to such Person; (b) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (c) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

                  "SPC" has the meaning assigned to that term in subsection
10.1B(iii).

                  "STANDBY LETTER OF CREDIT" means any standby letter of credit
or similar instrument issued for the purpose of supporting (i) Indebtedness of
Borrower or any of its Subsidiaries in respect of industrial revenue or
development bonds or financings, (ii) workers' compensation liabilities of
Borrower or any of its Subsidiaries, (iii) the obligations of third party
insurers of Borrower or any of its Subsidiaries arising by virtue of the laws of
any jurisdiction requiring third party insurers, (iv) obligations with respect
to Capital Leases or Operating Leases of Borrower or any of its Subsidiaries,
and (v) performance, payment, deposit or surety



                                       29
<PAGE>

obligations of Borrower or any of its Subsidiaries, in any case if required by
law or governmental rule or regulation or in accordance with custom and practice
in the industry.

                  "SUBORDINATED INDEBTEDNESS" means the (i) Senior Subordinated
Notes, (ii) Parent Junior Subordinated Notes and (iii) any other Indebtedness of
Parent and its Subsidiaries incurred from time to time and subordinated in right
of payment to the Obligations.

                  "SUBSIDIARY", with respect to any Person, means any
corporation, partnership, trust, limited liability company, association, Joint
Venture or other business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled (without regard
to the occurrence of any contingency) to vote in the election of the members of
the Governing Body is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof.

                  "SUBSIDIARY GUARANTOR" means any Domestic Subsidiary of
Borrower that is a Material Subsidiary that executes and delivers a counterpart
of the Subsidiary Guaranty on the Closing Date or from time to time thereafter
pursuant to subsection 6.8.

                  "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed
and delivered by existing Subsidiaries of Borrower on the Closing Date and to be
executed and delivered by additional Subsidiaries of Borrower from time to time
thereafter in accordance with subsection 6.8, substantially in the form of
Exhibit XIV annexed hereto, as such Subsidiary Guaranty may hereafter be
amended, supplemented or otherwise modified from time to time.

                  "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to
that term in subsection 9.1B.

                  "SUPPLEMENTAL EXCESS YIELD" means (i) the Supplemental Upfront
Fee Percentage divided by (ii) four; provided that, in the event that the stated
maturity date with respect to the Supplemental Term Loans is less than four
years from the initial Funding Date of the Supplemental Term Loans, the
Supplemental Upfront Fee Percentage shall be divided by such lesser period of
time (expressed as a number of years rounded to one decimal place based on the
total number of months to such stated maturity date divided by 12).

                  "SUPPLEMENTAL TERM LOAN AVAILABILITY EXPIRATION DATE" means
the earlier of (x) the third anniversary of the Closing Date and (y) the
maturity of the Term B Loans.

                  "SUPPLEMENTAL TERM LOAN COMMITMENT" means the commitment of a
Lender to make a Supplemental Term Loan to Borrower pursuant to subsection
2.1A(iv), and "SUPPLEMENTAL TERM LOAN COMMITMENTS" means such commitments of all
Lenders in the aggregate.

                  "SUPPLEMENTAL TERM LOAN EXPOSURE", with respect to any Lender,
means, as of any date of determination the outstanding principal amount of the
Supplemental Term Loans of that Lender.



                                       30
<PAGE>

                  "SUPPLEMENTAL TERM LOANS" means the Loans made by Lenders to
Borrower pursuant to subsection 2.1A(iv).

                  "SUPPLEMENTAL TERM NOTES" means (i) the promissory notes of
Borrower issued pursuant to subsection 2.1E(ii) and/or (ii) any promissory notes
issued by Borrower pursuant to the second to last sentence of subsection
10.1B(i) in connection with assignments of the Supplemental Term Loans of any
Lenders, in each case substantially in the form of Exhibit V annexed hereto, as
they may be amended, supplemented or otherwise modified from time to time.

                  "SUPPLEMENTAL UPFRONT FEE PERCENTAGE" means (i) the aggregate
amount of upfront fees payable with respect to the Supplemental Term Loans
including, without limitation, contingent fees and original issue discount
(other than any arrangement, underwriting or other fees payable solely to any
Co-Arranger or Co-Arrangers with respect to the Supplemental Term Loans) divided
by (ii) the aggregate amount of such Supplemental Term Loans.

                  "SUPPLEMENTAL YIELD" means the sum of (i) the LIBOR Rate
Margin with respect to the Supplemental Term Loans and/or the Base Rate Margin
with respect to the Supplemental Term Loans plus (ii) the Supplemental Excess
Yield.

                  "SWING LINE LENDER" means CSFB, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as Swing Line Lender
hereunder.

                  "SWING LINE LOAN COMMITMENT" means the commitment of Swing
Line Lender to make Swing Line Loans to Borrower pursuant to subsection
2.1A(iii).

                  "SWING LINE LOANS" means the Loans made by Swing Line Lender
to Borrower pursuant to subsection 2.1A(iii).

                  "SWING LINE NOTE" means (i) the promissory note of Borrower
issued pursuant to subsection 2.1E(i)(2) on the Closing Date and/or (ii) any
promissory note issued by Borrower to any successor Administrative Agent and
Swing Line Lender pursuant to the last sentence of subsection 9.5B, in each case
substantially in the form of Exhibit VII annexed hereto, as it may be amended,
supplemented or otherwise modified from time to time.

                  "TAX" or "TAXES" means any present or future tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed, including interest, penalties, additions to tax and any
similar liabilities with respect thereto; except that, in the case of a Lender,
there shall be excluded (i) taxes that are imposed on the overall net income or
net profits (including franchise taxes imposed in lieu thereof) (a) by the
United States, (b) by any other Government Authority under the laws of which
such Lender is organized or has its principal office or maintains its applicable
lending office, or (c) by any jurisdiction solely as a result of a present or
former connection between such Lender and such jurisdiction (other than any such
connection arising solely from such Lender having executed, delivered or
performed its obligations or received a payment under, or enforced, any of the
Loan Documents), and (ii) any



                                       31
<PAGE>

branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction in which such Lender is located.

                  "TERM B EXCESS YIELD" means (i) the Term B Upfront Fee
Percentage divided by (ii) four.

                  "TERM B UPFRONT FEE PERCENTAGE" means 0.25%.

                  "TERM B YIELD" means the sum of (i) the LIBOR Rate Margin in
effect with respect to the Term B Loans and/or the Base Rate Margin in effect
with respect to the Term B Loans plus (ii) the Term B Excess Yield.

                  "TERM B LOAN COMMITMENT" means the commitment of a Lender to
make a Term B Loan to Borrower pursuant to subsection 2.1A(i), and "TERM B LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate.

                  "TERM B LOAN EXPOSURE", with respect to any Lender, means, as
of any date of determination (i) prior to the funding of the Term B Loans, that
Lender's Term B Loan Commitment, and (ii) after the funding of the Term B Loans,
the outstanding principal amount of the Term B Loan of that Lender.

                  "TERM B LOAN MATURITY DATE" means October 16, 2009.

                  "TERM B LOANS" means the Loans made by Lenders to Borrower
pursuant to subsection 2.1A(i).

                  "TERM B NOTES" means (i) the promissory notes of Borrower
issued pursuant to subsection 2.1E(i)(1)(a) on the Closing Date and/or (ii) any
promissory notes issued by Borrower pursuant to the last sentence of subsection
10.1B(i) in connection with assignments of the Term B Loan Commitments or Term B
Loans of any Lenders, in each case substantially in the form of Exhibit IV
annexed hereto, as they may be amended, supplemented or otherwise modified from
time to time.

                  "TERM LOANS" means, collectively, the Term B Loans and the
Supplemental Term Loans.

                  "TITLE COMPANY" means one or more title insurance companies
reasonably satisfactory to Administrative Agent.

                  "TOTAL UTILIZATION OF LC COMMITMENT" means, as at any date of
determination, the sum of (i) the aggregate principal amount of all outstanding
LC Facility Loans plus (ii) the LC Facility Letter of Credit Usage.

                  "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at
any date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans plus (ii) the aggregate principal amount of all
outstanding Swing Line Loans plus (iii) the Revolving Letter of Credit Usage.



                                       32
<PAGE>

                  "TRANSACTION COSTS" means the fees, costs and expenses payable
by Parent and its Subsidiaries on or before the Closing Date (or promptly
thereafter in connection with the transactions occurring on the Closing Date) in
connection with the transactions contemplated by the Loan Documents.

                  "UCC" means the Uniform Commercial Code as in effect in any
applicable jurisdiction.

         1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
                  CALCULATIONS UNDER AGREEMENT.

                  Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Borrower to Lenders pursuant to clauses (ii), (iii)
and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in
effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize GAAP as in effect on the date of determination, applied
in a manner consistent with that used in preparing the financial statements
referred to in subsection 5.3. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and Borrower, Administrative Agent or Requisite Lenders shall so
request, Administrative Agent, Lenders and Borrower shall negotiate in good
faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of Requisite Lenders);
provided that, until so amended, such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and Borrower shall
provide to Administrative Agent and Lenders reconciliation statements provided
for in subsection 6.1(v).

         1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

                  A. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

                  B. References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided. Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.

                  C. The use in any of the Loan Documents of the word "include"
or "including", when following any general statement, term or matter, shall not
be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.



                                       33
<PAGE>

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

         2.1      COMMITMENTS; MAKING OF LOANS; THE REGISTER; NOTES.

                  A. COMMITMENTS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Borrower
herein set forth, each Lender hereby severally agrees to make the Loans as
described in subsections 2.1A(i), 2.1A(ii), 2.1A(iv) and 2.1A(v) and Swing Line
Lender hereby agrees to make the Swing Line Loans as described in subsection
2.1A(iii).

                  (i) Term B Loans. Each Lender that has a Term B Loan
         Commitment severally agrees to lend to Borrower on the Closing Date an
         amount not exceeding its Pro Rata Share of the aggregate amount of the
         Term B Loan Commitments to be used for the purposes identified in
         subsection 2.5A. The amount of each Lender's Term B Loan Commitment is
         set forth opposite its name on Schedule 2.1 annexed hereto and the
         aggregate amount of the Term B Loan Commitments is $130,000,000;
         provided that the Term B Loan Commitments of Lenders shall be adjusted
         to give effect to any assignments of the Term B Loan Commitments
         pursuant to subsection 10.1B. Each Lender's Term B Loan Commitment
         shall expire immediately and without further action on October 30, 2002
         if the Term B Loans are not made on or before that date. Borrower may
         make only one borrowing under the Term B Loan Commitments. Amounts
         borrowed under this subsection 2.1A(i) and subsequently repaid or
         prepaid may not be reborrowed.

                  (ii) Revolving Loans. Each Revolving Lender severally agrees,
         subject to the limitations set forth below with respect to the maximum
         amount of Revolving Loans permitted to be outstanding from time to
         time, to lend to Borrower from time to time during the period from the
         Closing Date to but excluding the Revolving Loan Commitment Termination
         Date an aggregate amount not exceeding its Pro Rata Share of the
         aggregate amount of the Revolving Loan Commitments to be used for the
         purposes identified in subsection 2.5B. The original amount of each
         Revolving Lender's Revolving Loan Commitment is set forth opposite its
         name on Schedule 2.1 annexed hereto and the aggregate original amount
         of the Revolving Loan Commitments is $50,000,000; provided that the
         Revolving Loan Commitments of Revolving Lenders shall be adjusted to
         give effect to any assignments of the Revolving Loan Commitments
         pursuant to subsection 10.1B and shall be reduced from time to time by
         the amount of any reductions thereto made pursuant to subsection 2.4.
         Each Revolving Lender's Revolving Loan Commitment shall expire on the
         Revolving Loan Commitment Termination Date and all Revolving Loans and
         all other amounts owed hereunder with respect to the Revolving Loans
         and the Revolving Loan Commitments shall be paid in full no later than
         that date; provided that each Revolving Lender's Revolving Loan
         Commitment shall expire immediately and without further action on
         October 30, 2002 if the Term B Loans are not made on or before that
         date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and
         reborrowed to but excluding the Revolving Loan Commitment Termination
         Date.



                                       34
<PAGE>

                  Anything contained in this Agreement to the contrary
         notwithstanding, the Revolving Loans and the Revolving Loan Commitments
         shall be subject to the limitation that in no event shall the Total
         Utilization of Revolving Loan Commitments at any time exceed the
         Revolving Loan Commitments then in effect.

                  (iii) Swing Line Loans.

                           (a) General Provisions. Swing Line Lender hereby
                  agrees, subject to the limitations set forth below with
                  respect to the maximum amount of Swing Line Loans permitted to
                  be outstanding from time to time, to make a portion of the
                  Revolving Loan Commitments available to Borrower from time to
                  time during the period from the Closing Date to but excluding
                  the Revolving Loan Commitment Termination Date by making Swing
                  Line Loans to Borrower in an aggregate amount not exceeding
                  the amount of the Swing Line Loan Commitment to be used for
                  the purposes identified in subsection 2.5B, notwithstanding
                  the fact that such Swing Line Loans, when aggregated with
                  Swing Line Lender's outstanding Revolving Loans and Swing Line
                  Lender's Pro Rata Share of the Revolving Letter of Credit
                  Usage then in effect, may exceed Swing Line Lender's Revolving
                  Loan Commitment. The original amount of the Swing Line Loan
                  Commitment is $15,000,000; provided that any reduction of the
                  Revolving Loan Commitments made pursuant to subsection 2.4
                  that reduces the aggregate Revolving Loan Commitments to an
                  amount less than the then current amount of the Swing Line
                  Loan Commitment shall result in an automatic corresponding
                  reduction of the Swing Line Loan Commitment to the amount of
                  the Revolving Loan Commitments, as so reduced, without any
                  further action on the part of Borrower, Administrative Agent
                  or Swing Line Lender. The Swing Line Loan Commitment shall
                  expire on the Revolving Loan Commitment Termination Date and
                  all Swing Line Loans and all other amounts owed hereunder with
                  respect to the Swing Line Loans shall be paid in full no later
                  than that date; provided that the Swing Line Loan Commitment
                  shall expire immediately and without further action on October
                  30, 2002 if the Term B Loans are not made on or before that
                  date. Amounts borrowed under this subsection 2.1A(iii) may be
                  repaid and reborrowed to but excluding the Revolving Loan
                  Commitment Termination Date.

                  Anything contained in this Agreement to the contrary
         notwithstanding, the Swing Line Loans and the Swing Line Loan
         Commitment shall be subject to the limitation that in no event shall
         the Total Utilization of Revolving Loan Commitments at any time exceed
         the Revolving Loan Commitments then in effect.

                           (b) Swing Line Loan Prepayment with Proceeds of
                  Revolving Loans. With respect to any Swing Line Loans that
                  have not been voluntarily prepaid by Borrower pursuant to
                  subsection 2.4B(i), Swing Line Lender may, at any time in its
                  sole and absolute discretion, deliver to Administrative Agent
                  (with a copy to Borrower), no later than 10:00 A.M. (New York
                  City time) on the first Business Day in advance of the
                  proposed Funding Date, a notice requesting Revolving Lenders
                  to make Revolving Loans that are Base Rate Loans on such
                  Funding



                                       35
<PAGE>

                  Date in an amount equal to the amount of such Swing Line Loans
                  (the "REFUNDED SWING LINE LOANS") outstanding on the date such
                  notice is given. Borrower hereby acknowledges and agrees to
                  the giving of such notice and approves the borrowing of the
                  Revolving Loans effected thereby. Anything contained in this
                  Agreement to the contrary notwithstanding, (1) the proceeds of
                  such Revolving Loans made by Revolving Lenders other than
                  Swing Line Lender shall be immediately delivered by
                  Administrative Agent to Swing Line Lender (and not to
                  Borrower) and applied to repay a corresponding portion of the
                  Refunded Swing Line Loans and (2) on the day such Revolving
                  Loans are made, Swing Line Lender's Pro Rata Share of the
                  Refunded Swing Line Loans shall be deemed to be paid with the
                  proceeds of a Revolving Loan made by Swing Line Lender, and
                  such portion of the Swing Line Loans deemed to be so paid
                  shall no longer be outstanding as Swing Line Loans and shall
                  no longer be due under the Swing Line Note, if any, of Swing
                  Line Lender but shall instead constitute part of Swing Line
                  Lender's outstanding Revolving Loans and shall be due under
                  the Revolving Note, if any, of Swing Line Lender. Borrower
                  hereby authorizes Administrative Agent and Swing Line Lender
                  to charge any accounts Administrative Agent and/or Swing Line
                  Lender may have in Borrower's name (up to the amount available
                  in each such account) in order to immediately pay Swing Line
                  Lender the amount of the Refunded Swing Line Loans to the
                  extent the proceeds of such Revolving Loans made by Revolving
                  Lenders, including the Revolving Loan deemed to be made by
                  Swing Line Lender, are not sufficient to repay in full the
                  Refunded Swing Line Loans. If any portion of any such amount
                  paid (or deemed to be paid) to Swing Line Lender should be
                  recovered by or on behalf of Borrower from Swing Line Lender
                  in any bankruptcy proceeding, in any assignment for the
                  benefit of creditors or otherwise, the loss of the amount so
                  recovered shall be ratably shared among all Lenders in the
                  manner contemplated by subsection 10.5.

                           (c) Swing Line Loan Assignments. If for any reason
                  (1) Revolving Loans are not made upon the request of Swing
                  Line Lender as provided in the immediately preceding paragraph
                  in an amount sufficient to repay any amounts owed to Swing
                  Line Lender in respect of any outstanding Swing Line Loans or
                  (2) the Revolving Loan Commitments are terminated at a time
                  when any Swing Line Loans are outstanding, each Revolving
                  Lender shall be deemed to, and hereby agrees to, have
                  purchased an assignment of such outstanding Swing Line Loans
                  in an amount equal to its Pro Rata Share (calculated, in the
                  case of the foregoing clause (2), immediately prior to such
                  termination of the Revolving Loan Commitments) of the unpaid
                  amount of such Swing Line Loans together with accrued interest
                  thereon. Upon one Business Day's notice from Swing Line
                  Lender, each Revolving Lender shall deliver to Swing Line
                  Lender an amount equal to its respective assignment in same
                  day funds at the Funding and Payment Office. In order to
                  further evidence such assignment (and without prejudice to the
                  effectiveness of the assignment provisions set forth above),
                  each Revolving Lender agrees to enter into an Assignment
                  Agreement at the request of Swing



                                       36
<PAGE>

                  Line Lender in form and substance reasonably satisfactory to
                  Swing Line Lender. In the event any Revolving Lender fails to
                  make available to Swing Line Lender the amount of such
                  Revolving Lender's assignment as provided in this paragraph,
                  Swing Line Lender shall be entitled to recover such amount on
                  demand from such Revolving Lender together with interest
                  thereon at the rate customarily used by Swing Line Lender for
                  the correction of errors among banks for three Business Days
                  and thereafter at the Base Rate. In the event Swing Line
                  Lender receives a payment of any amount in which other
                  Revolving Lenders have purchased assignments as provided in
                  this paragraph, Swing Line Lender shall promptly distribute to
                  each such other Revolving Lender its Pro Rata Share of such
                  payment.

                           (d) Revolving Lenders' Obligations. Anything
                  contained herein to the contrary notwithstanding, each
                  Revolving Lender's obligation to make Revolving Loans for the
                  purpose of repaying any Refunded Swing Line Loans pursuant to
                  subsection 2.1A(iii)(b) and each Revolving Lender's obligation
                  to purchase an assignment of any unpaid Swing Line Loans
                  pursuant to the immediately preceding paragraph shall be
                  absolute and unconditional and shall not be affected by any
                  circumstance, including (1) any set-off, counterclaim,
                  recoupment, defense or other right which such Revolving Lender
                  may have against Swing Line Lender, Borrower or any other
                  Person for any reason whatsoever; (2) the occurrence or
                  continuation of an Event of Default or a Potential Event of
                  Default; (3) any adverse change in the business, operations,
                  properties, assets, condition (financial or otherwise) or
                  prospects of Parent or any of its Subsidiaries; (4) any breach
                  of this Agreement or any other Loan Document by any party
                  thereto; or (5) any other circumstance, happening or event
                  whatsoever, whether or not similar to any of the foregoing;
                  provided that such obligations of each Revolving Lender are
                  subject to the condition that (x) Swing Line Lender believed
                  in good faith that all conditions under Section 4 to the
                  making of the applicable Refunded Swing Line Loans or other
                  unpaid Swing Line Loans, as the case may be, were satisfied at
                  the time such Refunded Swing Line Loans or unpaid Swing Line
                  Loans were made or (y) the satisfaction of any such condition
                  not satisfied had been waived in accordance with subsection
                  10.6 prior to or at the time such Refunded Swing Line Loans or
                  other unpaid Swing Line Loans were made.

                  (iv) Supplemental Term Loans.

                           (a) Supplemental Term Loans. At any time prior to the
                  Supplemental Term Loan Availability Expiration Date, subject
                  to the requirements of this subsection 2.1A(iv) and the other
                  terms and conditions of this Agreement and in reliance upon
                  the representations and warranties of Borrower herein set
                  forth, Borrower may propose to incur Supplemental Term Loans
                  in accordance with clause (b) of this subsection 2.1A(iv) to
                  be used solely for the purposes identified in subsection 2.5C.
                  The aggregate amount of Supplemental Term Loans shall not
                  exceed $75,000,000. The Supplemental Term Loans shall have
                  terms identical to the Term B Loans; provided that fees
                  payable to lenders for their Supplemental



                                       37
<PAGE>
                  Term Loan commitments and interest payable on the Supplemental
                  Term Loans will be as determined at the time such commitment
                  becomes effective. Supplemental Term Loans may only be
                  incurred (x) with the written consent of Administrative Agent,
                  (y) solely in connection with a Permitted Acquisition and (z)
                  if at the time of such incurrence no Event of Default or
                  Potential Event of Default shall have occurred and be
                  continuing or shall be caused thereby. Amounts borrowed under
                  this subsection 2.1A(iv) and subsequently repaid or prepaid
                  may not be reborrowed.

                           (b) Procedure for Requesting Supplemental Term Loans.
                  If Borrower desires to incur Supplemental Term Loans, Borrower
                  may request any one or more Lenders, selected by Borrower in
                  its sole discretion, to make Supplemental Term Loans up to a
                  stated maximum aggregate principal amount and at proposed
                  interest rates and fees for the Supplemental Term Loan set
                  forth in such request (provided that such terms shall be in
                  accordance with subsection 2.1A(iv)(a) and provided further,
                  that Borrower shall, concurrently with such request, notify
                  Administrative Agent, and Administrative Agent shall
                  thereafter notify all Lenders, of such request). Any Lender
                  requested by Borrower to do so may (but is not obligated to)
                  make Supplemental Term Loans. If Lenders (including Lenders
                  not initially selected by Borrower) are not willing to provide
                  all of the Supplemental Term Loans requested on the proposed
                  terms, with the written consent of Administrative Agent (such
                  consent not to be unreasonably withheld), Borrower may request
                  one or more Persons meeting the requirements of the definition
                  of "Eligible Assignee" (each a "PROSPECTIVE LENDER"), by
                  execution of a Supplemental Term Loan Acceptance substantially
                  in the form of Exhibit XVII hereunder, to become a Lender
                  hereunder and make Supplemental Term Loans. If one or more
                  Lenders or Prospective Lenders agree to make Supplemental Term
                  Loans, Borrower shall give written notice to Administrative
                  Agent specifying the aggregate amount of the Supplemental Term
                  Loans to be made, the amount of Supplemental Term Loans to be
                  made by each Lender or Prospective Lender, the proposed
                  Funding Date of such Supplemental Term Loans and the interest
                  rates and fees payable with respect to such Supplemental Term
                  Loans. Borrower and Administrative Agent shall agree in
                  writing on all conditions (other than those specified in
                  subsections 4.2 and 4.3) to the making of such Supplemental
                  Term Loans. Upon the making of the Supplemental Term Loans,
                  subsection 2.4A shall be deemed amended to provide for the
                  amount and date of the scheduled payments of principal thereon
                  and subsection 2.2A(iii) shall be deemed amended to specify
                  the interest rate or rates applicable to the Supplemental
                  Loans, each Lender making Supplemental Term Loans shall
                  receive a Supplemental Term Note pursuant to subsection
                  2.1E(ii), with appropriate insertions, to evidence the
                  Supplemental Term Loan made by it, and Borrower shall pay to
                  Administrative Agent (for distribution to each Lender making
                  Supplemental Term Loans) the fees payable for such Loans.
                  Notwithstanding anything to the contrary contained herein, in
                  the event that the Supplemental Yield received by any lender
                  with respect to the Supplemental Term Loans of that Lender or
                  Prospective Lender, as



                                       38
<PAGE>

                  the case may be, exceeds the Term B Yield received by any
                  Lender with respect to the Term B Loans of that Lender by an
                  amount in excess of 0.50% (the amount of such excess, the
                  "DIFFERENTIAL YIELD AMOUNT"), Borrower shall, in conjunction
                  with the funding of the Supplemental Term Loans, (i) increase
                  the LIBOR Rate Margin with respect to the Term B Loans and the
                  Base Rate Margin with respect to the Term B Loans (it being
                  understood that any such increase of the LIBOR Rate Margin
                  with respect to the Terms B Loans and the Base Rate Margin
                  with respect to the Term B Loans shall remain in effect for
                  the term of this Agreement, subject to any additional increase
                  pursuant to this provision), and/or (ii) pay upfront fees to
                  the Lenders having Term B Loans on the Term B Loans, in an
                  aggregate amount equal to the Differential Yield Amount.

                  (v) LC Facility Commitment. Each LC Facility Lender severally
         agrees, subject to the limitations set forth in subsection 3.1A with
         respect to the Total Utilization of LC Facility Commitments, (i) to
         acquire participations in LC Facility Letters of Credit pursuant to
         subsection 3.1C and (ii) to make LC Facility Loans to Borrower pursuant
         to subsection 3.3C from time to time during the period from (and
         including) the Closing Date to (with respect to LC Facility Loans) but
         excluding the Revolving Loan Commitment Termination Date in an
         aggregate amount not exceeding its Pro Rata Share of the aggregate
         amount of the LC Facility Commitments to be used for the purposes
         identified in subsection 2.5B. The original amount of each LC Facility
         Lender's LC Facility Commitment is set forth opposite its name on
         Schedule 2.1 annexed hereto and the aggregate original amount of the LC
         Facility Commitments is $20,000,000; provided that the LC Facility
         Commitments of LC Facility Lenders shall be adjusted to give effect to
         any assignments of the LC Facility Loan Commitments pursuant to
         subsection 10.1B and shall be reduced from time to time by the amount
         of any reductions thereto made pursuant to subsection 2.4. Each LC
         Facility Lender's LC Facility Commitment shall expire on the Revolving
         Loan Commitment Termination Date and all LC Facility Loans and all
         other amounts owed hereunder with respect to the LC Facility Loans and
         the LC Facility Commitments shall be paid in full no later than that
         date; provided that each LC Facility Lender's LC Facility Commitment
         shall expire immediately and without further action on October 30, 2002
         if the Term B Loans are not made on or before that date. LC Facility
         Loans borrowed pursuant to subsection 3.3C(i) may be prepaid without
         reducing the LC Facility Commitments; provided, however, that LC
         Facility Loans may not be reborrowed as such.

                  B. BORROWING MECHANICS. Term Loans or Revolving Loans made on
any Funding Date (other than Revolving Loans made pursuant to a request by Swing
Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to
subsection 3.3B) shall be in an aggregate minimum amount of (a) for Term Loans,
$2,500,000 and multiples of $500,000 in excess of that amount and (b) for
Revolving Loans, $2,000,000 and multiples of $500,000 in excess of that amount.
Swing Line Loans made on any Funding Date shall be in an aggregate minimum
amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever
Borrower desires that Lenders make Term Loans or Revolving Loans it shall
deliver to Administrative Agent a duly executed Notice of Borrowing no later
than 12:00 Noon (New York



                                       39
<PAGE>

City time) at least three Business Days in advance of the proposed Funding Date
(in the case of a LIBOR Rate Loan) or at least one Business Day in advance of
the proposed Funding Date (in the case of a Base Rate Loan). Whenever Borrower
desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing
Line Lender, with a copy to Administrative Agent, a duly executed Notice of
Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding
Date. Term Loans and Revolving Loans may be continued as or converted into Base
Rate Loans and LIBOR Rate Loans in the manner provided in subsection 2.2D. In
lieu of delivering a Notice of Borrowing, Borrower may give Administrative Agent
telephonic notice by the required time of any proposed borrowing under this
subsection 2.1B; provided that such notice shall be promptly confirmed in
writing by delivery of a duly executed Notice of Borrowing to Administrative
Agent on or before the applicable Funding Date.

                  Neither Administrative Agent nor any Lender shall incur any
liability to Borrower in acting upon any telephonic notice referred to above
that Administrative Agent believes in good faith to have been given by an
Officer or other person authorized to borrow on behalf of Borrower or for
otherwise acting in good faith under this subsection 2.1B or under subsection
2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation
of the applicable basis for determining the interest rate with respect to any
Loans pursuant to subsection 2.2D, in each case in accordance with this
Agreement, pursuant to any such telephonic notice Borrower shall have effected
Loans or a conversion or continuation, as the case may be, hereunder.

                  Borrower shall notify Administrative Agent prior to the
funding of any Loans in the event that any of the matters to which Borrower is
required to certify in the applicable Notice of Borrowing is no longer true and
correct as of the applicable Funding Date, and the acceptance by Borrower of the
proceeds of any Loans shall constitute a re-certification by Borrower, as of the
applicable Funding Date, as to the matters to which Borrower is required to
certify in the applicable Notice of Borrowing.

                  Except as otherwise provided in subsections 2.6B, 2.6C and
2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for
conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in
lieu thereof) shall be irrevocable, and Borrower shall be bound to make a
borrowing or to effect a conversion or continuation in accordance therewith.

                  C. DISBURSEMENT OF FUNDS. All Term B Loans, LC Facility Loans,
Supplemental Term Loans and Revolving Loans shall be made by Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being
understood that neither Administrative Agent nor any Lender shall be responsible
for any default by any other Lender in that other Lender's obligation to make a
Loan requested hereunder nor shall the Commitment of any Lender to make the
particular type of Loan requested be increased or decreased as a result of a
default by any other Lender in that other Lender's obligation to make a Loan
requested hereunder. Promptly after receipt by Administrative Agent of a Notice
of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof),
Administrative Agent shall notify each Lender for that type of Loan of the
proposed borrowing. Each such Lender shall make the amount of its Loan available
to Administrative Agent not later than 2:00 P.M. (New York City time) on the
applicable Funding Date, in same day funds in Dollars, at the Funding and
Payment



                                       40
<PAGE>

Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with
respect to Revolving Loans used to repay Refunded Swing Line Loans or to
reimburse any Revolving Issuing Lender or LC Facility Issuing Lender, as the
case may be, for the amount of a drawing under a Revolving Letter of Credit or
LC Facility Letter of Credit, as the case may be, issued by it and with respect
to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent
specified in subsections 4.1 (in the case of Loans made on the Closing Date) and
4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of
such Loans available to Borrower on the applicable Funding Date, in same day
funds in Dollars equal to the proceeds of all such Loans received by
Administrative Agent from Lenders. In the case of Swing Line Loans, upon
satisfaction or waiver of the conditions precedent specified in subsection 4.3,
Swing Line Lender shall make the amount of its Swing Line Loan available to
Borrower not later than 2:00 P.M. (New York City time) on the applicable Funding
Date, in same day funds in Dollars and pursuant to the instructions in the
Notice of Borrowing for such Swing Line Loan.

                  Unless Administrative Agent shall have been notified by any
Lender prior to a Funding Date for any Loans that such Lender does not intend to
make available to Administrative Agent the amount of such Lender's Loan
requested on such Funding Date, Administrative Agent may assume that such Lender
has made such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Borrower a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Borrower and Borrower shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Base Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that Borrower may
have against any Lender as a result of any default by such Lender hereunder.

                  D. THE REGISTER.

                  Administrative Agent, acting for these purposes solely as an
agent of Borrower (it being acknowledged that Administrative Agent, in such
capacity, and its officers, directors, employees, agent and affiliates shall
constitute Indemnitees under subsection 10.3), shall maintain (and make
available for inspection by Borrower and Lenders upon reasonable prior notice at
reasonable times) at its address referred to in subsection 10.8 a register for
the recordation of, and shall record, the names and addresses of Lenders and the
Term B Loan Commitment, LC Facility Commitment, Supplemental Term Loan
Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term B Loan,
LC Facility Loans, Supplemental Term Loans, Revolving Loans and Swing Line Loans
of each Lender from time to time (the "REGISTER"). Borrower, Administrative
Agent and Lenders shall deem and treat the



                                       41
<PAGE>

Persons listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof; all
amounts owed with respect to any Commitment or Loan shall be owed to the Lender
listed in the Register as the owner thereof; and any request, authority or
consent of any Person who, at the time of making such request or giving such
authority or consent, is listed in the Register as a Lender shall be conclusive
and binding on any subsequent holder, assignee or transferee of the
corresponding Commitments or Loans. Each Lender shall record on its internal
records (and make available for inspection by Administrative Agent upon
reasonable prior notice) the amount of its Loans and Commitments and each
payment in respect hereof, and any such recordation shall be conclusive and
binding on Borrower, absent manifest error, subject to the entries in the
Register, which shall, absent manifest error, govern in the event of any
inconsistency with any Lender's records. Failure to make any recordation in the
Register or in any Lender's records, or any error in such recordation, shall not
affect any Loans or Commitments or any Obligations in respect of any Loans.

                  E. NOTES. At the request of any Lender, Borrower shall execute
and deliver (i) on the Closing Date (1) to such Lender (a) a Term B Note
substantially in the form of Exhibit IV annexed hereto to evidence any such
Lender's Term B Loan, in the principal amount of that Lender's Term B Loan and
with other appropriate insertions, (b) a Revolving Note substantially in the
form of Exhibit VI annexed hereto to evidence any such Revolving Lender's
Revolving Loans, in the principal amount of that Lender's Revolving Loan
Commitment and with other appropriate insertions and (c) a LC Facility Note
substantially in the form of Exhibit VIII annexed hereto to evidence any such
Lender's LC Facility Loans, in the principal amount of that LC Facility Lender's
LC Facility Loan Commitment, and (2) to Swing Line Lender a Swing Line Note
substantially in the form of Exhibit VII annexed hereto to evidence Swing Line
Lender's Swing Line Loans, in the principal amount of the Swing Line Loan
Commitment and with other appropriate insertions and (ii) on the date of the
making of each Supplemental Term Loan, a Supplemental Term Note substantially in
the form of Exhibit V annexed hereto to evidence any such Lender's Supplemental
Term Loan, in the principal amount of that Lender's Supplemental Term Loan and
with other appropriate insertions.

                  Administrative Agent may deem and treat the payee of any Note
as the owner thereof for all purposes hereof unless and until an Assignment
Agreement effecting the assignment or transfer thereof shall have been accepted
by Administrative Agent as provided in subsection 10.1B(ii). Any request,
authority or consent of any person or entity who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, assignee or transferee of that
Note or of any Note or Notes issued in exchange therefor.

         2.2      INTEREST ON THE LOANS.

                  A. RATE OF INTEREST. Subject to the provisions of subsections
2.6 and 2.7, each Term B Loan, each Supplemental Term Loan, each LC Facility
Loan and each Revolving Loan shall bear interest on the unpaid principal amount
thereof from the date made through maturity (whether by acceleration or
otherwise) at a rate determined by reference to the Base Rate or the Adjusted
LIBOR Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan
shall bear interest on the unpaid principal amount thereof from the date made
through



                                       42
<PAGE>

maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Base Rate. The applicable basis for determining the rate of
interest with respect to any Term B Loan, any Supplemental Term Loan or any
Revolving Loan shall be selected by Borrower initially at the time a Notice of
Borrowing is given with respect to such Loan pursuant to subsection 2.1B, and
the basis for determining the interest rate with respect to any Term B Loan, any
Supplemental Term Loan or any Revolving Loan may be changed from time to time
pursuant to subsection 2.2D. If on any day a Term B Loan, Supplemental Term Loan
or Revolving Loan is outstanding with respect to which notice has not been
delivered to Administrative Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the rate of interest, then for
that day that Loan shall bear interest determined by reference to the Base Rate.

                  (i) Subject to the provisions of subsections 2.2E, 2.2G and
         2.7, the Revolving Loans shall bear interest through maturity as
         follows:

                           (a) if a Base Rate Loan, then at the sum of the Base
                  Rate plus the Base Rate Margin set forth in the table below
                  opposite the Consolidated Leverage Ratio for the four Fiscal
                  Quarter period for which the applicable Pricing Certificate
                  has been delivered pursuant to subsection 6.1(iv); or

                           (b) if a LIBOR Rate Loan, then at the sum of the
                  Adjusted LIBOR Rate plus the LIBOR Rate Margin set forth in
                  the table below opposite the Consolidated Leverage Ratio for
                  the four Fiscal Quarter period for which the applicable
                  Pricing Certificate has been delivered pursuant to subsection
                  6.1(iv):

<Table>
<Caption>
                                               CONSOLIDATED              LIBOR RATE              BASE
                                              LEVERAGE RATIO               MARGIN             RATE MARGIN
                                              --------------             ----------           -----------
<S>                                          <C>                        <C>                  <C>
Greater than
or equal to                                      3.50:1.00                  3.50%                2.25%

Greater than or equal to                         3.00:1.00
but less than                                    3.50:1.00                  3.25%                2.00%

Less than                                        3.00:1.00                  3.00%                1.75%
</Table>

         ; provided that, until the delivery of the Pricing Certificate for the
         second Fiscal Quarter ending after the Closing Date, the applicable
         margin for Revolving Loans that are LIBOR Rate Loans shall be 3.50% per
         annum and for Revolving Loans that are Base Rate Loans shall be 2.25%
         per annum.

                  (ii) Subject to the provisions of subsections 2.2E, 2.2G and
         2.7, the Term B Loans and the LC Facility Loans shall bear interest
         through maturity as follows:



                                       43
<PAGE>

                           (a) if a Base Rate Loan, then at the sum of the Base
                  Rate plus the Base Rate Margin set forth in the table below
                  opposite the Consolidated Leverage Ratio for the four Fiscal
                  Quarter period for which the applicable Pricing Certificate
                  has been delivered pursuant to subsection 6.1(iv); or

                           (b) if a LIBOR Rate Loan, then at the sum of the
                  Adjusted LIBOR Rate plus the LIBOR Rate Margin set forth in
                  the table below opposite the Consolidated Leverage Ratio for
                  the four Fiscal Quarter period for which the applicable
                  Pricing Certificate has been delivered pursuant to subsection
                  6.1(iv):

<Table>
<Caption>
                                                 CONSOLIDATED                 LIBOR RATE               BASE
                                                LEVERAGE RATIO                  MARGIN              RATE MARGIN
                                                --------------                ----------            -----------
<S>                                           <C>                            <C>                   <C>
         Greater than
         or equal to                              3.50:1.00                     4.00%                  2.75%

         Less than                                3.50:1.00                     3.75%                  2.50%
</Table>

         ; provided that, until the delivery of the Pricing Certificate for the
         second Fiscal Quarter ending after the Closing Date, the applicable
         margin for Term B Loans and the LC Facility Loan that are LIBOR Rate
         Loans shall be 4.00% per annum and for Term B Loans that are Base Rate
         Loans shall be 2.75% per annum.

                  (iii) Subject to the provisions of subsections 2.2E, 2.2G and
         2.7, the Supplemental Term Loans shall bear interest through maturity
         at a rate agreed among Borrower, the Lenders making such Supplemental
         Term Loans and Administrative Agent and as permitted by subsection
         2.1A(iv), and this subsection 2.2A(iii) shall be deemed amended on each
         date Supplemental Term Loans are made to set forth herein the interest
         rate borne by such Loans.

                  (iv) Upon delivery of the Pricing Certificate by Borrower to
         Administrative Agent pursuant to subsection 6.1(iv), the Base Rate
         Margin and the LIBOR Rate Margin shall automatically be adjusted in
         accordance with such Pricing Certificate, such adjustment to become
         effective on the next succeeding Business Day following the receipt by
         Administrative Agent of such Pricing Certificate (subject to the
         provisions of the foregoing clauses (i) and (ii)); provided that, if at
         any time a Pricing Certificate is not delivered at the time required
         pursuant to subsection 6.1(iv), from the time such Pricing Certificate
         was required to be delivered until delivery of such Pricing
         Certificate, the applicable margins shall be the maximum percentage
         amount for the relevant Loan set forth above.

                  (v) Subject to the provisions of subsections 2.2E, 2.2G and
         2.7, the Swing Line Loans shall bear interest through maturity at the
         sum of the Base Rate plus the applicable Base Rate Margin for Revolving
         Loans.



                                       44
<PAGE>

                  B. INTEREST PERIODS. In connection with each LIBOR Rate Loan,
Borrower may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Borrower's option, either a one, two, three or six month period or, (x)
if deposits in the London interbank market are available for all Lenders for
such period (as determined by Administrative Agent) or (y) if such deposits are
not available for certain Lenders, with the consent of each such Lender, a nine
or twelve month period; provided that:

                  (i) the initial Interest Period for any LIBOR Rate Loan shall
         commence on the Funding Date in respect of such Loan, in the case of a
         Loan initially made as a LIBOR Rate Loan, or on the date specified in
         the applicable Notice of Conversion/Continuation, in the case of a Loan
         converted to a LIBOR Rate Loan;

                  (ii) in the case of immediately successive Interest Periods
         applicable to a LIBOR Rate Loan continued as such pursuant to a Notice
         of Conversion/Continuation, each successive Interest Period shall
         commence on the day on which the next preceding Interest Period
         expires;

                  (iii) if an 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
         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;

                  (iv) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (v) of this subsection 2.2B, end on
         the last Business Day of a calendar month;

                  (v) no Interest Period with respect to any portion of the Term
         B Loans shall extend beyond the Term B Loan Maturity Date, no Interest
         Period with respect to any Supplemental Term Loan shall extend beyond
         the Supplemental Term Loan Availability Expiration Date, and no
         Interest Period with respect to any portion of the Revolving Loans
         shall extend beyond the Revolving Loan Commitment Termination Date;

                  (vi) no Interest Period with respect to any type of Term B
         Loans shall extend beyond a date on which Borrower is required to make
         a scheduled payment of principal of such type of Term B Loans, unless
         the sum of (a) the aggregate principal amount of such type of Term B
         Loans that are Base Rate Loans plus (b) the aggregate principal amount
         of such type of Term B Loans that are LIBOR Rate Loans with Interest
         Periods expiring on or before such date equals or exceeds the principal
         amount required to be paid on such type of Term B Loans on such date;

                  (vii) no Interest Period with respect to any type of
         Supplemental Term Loans shall extend beyond a date on which Borrower is
         required to make a scheduled payment of principal of such type of
         Supplemental Term Loans, unless the sum of (a) the



                                       45
<PAGE>

         aggregate principal amount of such type of Supplemental Term Loans that
         are Base Rate Loans plus (b) the aggregate principal amount of such
         type of Supplemental Term Loans that are LIBOR Rate Loans with Interest
         Periods expiring on or before such date equals or exceeds the principal
         amount required to be paid on such type of Supplemental Term Loans on
         such date;

                  (viii) no Interest Period with respect to any portion of the
         Revolving Loans shall extend beyond the date on which a permanent
         reduction of the Revolving Loan Commitments is scheduled to occur
         unless the sum of (a) the aggregate principal amount of Revolving Loans
         that are Base Rate Loans plus (b) the aggregate principal amount of
         Revolving Loans that are LIBOR Rate Loans with Interest Periods
         expiring on or before such date plus (c) the excess of the Revolving
         Loan Commitments then in effect over the aggregate principal amount of
         Revolving Loans then outstanding equals or exceeds the permanent
         reduction of the Revolving Loan Commitments that is scheduled to occur
         on such date;

                  (ix) there shall be no more than 8 Interest Periods
         outstanding at any time; and

                  (x) in the event Borrower fails to specify an Interest Period
         for any LIBOR Rate Loan in the applicable Notice of Borrowing or Notice
         of Conversion/Continuation, Borrower shall be deemed to have selected
         an Interest Period of one month.

                  C. INTEREST PAYMENTS. Subject to the provisions of subsection
2.2E, interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); provided that in the event any Swing Line Loans or any Revolving
Loans that are Base Rate Loans are prepaid pursuant to subsection 2.4B(i),
interest accrued on such Loans through the date of such prepayment shall be
payable on the next succeeding Interest Payment Date applicable to Base Rate
Loans (or, if earlier, at final maturity).

                  D. CONVERSION OR CONTINUATION. Subject to the provisions of
subsection 2.6, Borrower shall have the option (i) to convert at any time all or
any part of its outstanding Term B Loans, Supplemental Term Loans, LC Facility
Loans or Revolving Loans equal to $2,500,000 and multiples of $500,000 in excess
of that amount from Loans bearing interest at a rate determined by reference to
one basis to Loans bearing interest at a rate determined by reference to an
alternative basis or (ii) upon the expiration of any Interest Period applicable
to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to
$2,500,000 and multiples of $500,000 in excess of that amount as a LIBOR Rate
Loan; provided, however, that a LIBOR Rate Loan may only be converted into a
Base Rate Loan on the expiration date of an Interest Period applicable thereto.

                  Borrower shall deliver a duly executed Notice of
Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New
York City time) at least one Business Day in advance of the proposed conversion
date (in the case of a conversion to a Base Rate Loan) and at least three
Business Days in advance of the proposed conversion/continuation date (in the
case of a conversion to, or a continuation of, a LIBOR Rate Loan). In lieu of
delivering a Notice of



                                       46
<PAGE>

Conversion/Continuation, Borrower may give Administrative Agent telephonic
notice by the required time of any proposed conversion/continuation under this
subsection 2.2D; provided that such notice shall be promptly confirmed in
writing by delivery of a duly executed Notice of Conversion/Continuation to
Administrative Agent on or before the proposed conversion/continuation date.
Upon receipt of written or telephonic notice of any proposed
conversion/continuation under this subsection 2.2D, Administrative Agent shall
promptly notify each Lender of the Loan subject to the Notice of
Conversion/Continuation.

                  E. DEFAULT RATE. Upon the occurrence and during the
continuation of any Event of Default, the outstanding principal amount of all
Loans and, to the extent permitted by applicable law, any interest payments
thereon not paid when due and any fees and other amounts then due and payable
hereunder, shall thereafter bear interest (including post-petition interest in
any proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable upon demand at a rate that is 2% per annum in excess of the interest
rate otherwise payable under this Agreement with respect to the applicable Loans
(or, in the case of any such fees and other amounts, at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans); provided that, in the case of LIBOR Rate Loans, upon the
expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such LIBOR Rate Loans shall thereupon become Base
Rate Loans and shall thereafter bear interest payable upon demand at a rate
which is 2% per annum in excess of the interest rate otherwise payable under
this Agreement for Base Rate Loans. Payment or acceptance of the increased rates
of interest provided for in this subsection 2.2E is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Administrative Agent or
any Lender.

                  F. COMPUTATION OF INTEREST. Interest on the Loans shall be
computed on the basis of a 360-day year, in each case for the actual number of
days elapsed in the period during which it accrues. In computing interest on any
Loan, the date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan being converted
from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such
Base Rate Loan, as the case may be, shall be included, and the date of payment
of such Loan or the expiration date of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan,
the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the
case may be, shall be excluded; provided that if a Loan is repaid on the same
day on which it is made, one day's interest shall be paid on that Loan.

                  G. MAXIMUM RATE. Notwithstanding the foregoing provisions of
this subsection 2.2, in no event shall the rate of interest payable by Borrower
with respect to any Loan exceed the maximum rate of interest permitted to be
charged under applicable law.

         2.3      FEES.

                  A. COMMITMENT FEES. Borrower agrees to pay to Administrative
Agent, for distribution to each Revolving Lender in proportion to that Lender's
Pro Rata Share, commitment fees for the period from and including the Closing
Date to and excluding the Revolving Loan Commitment Termination Date equal to
the average of the daily excess of the



                                       47
<PAGE>

Revolving Loan Commitments over the sum of (i) the aggregate principal amount of
outstanding Revolving Loans (but not any outstanding Swing Line Loans) plus (ii)
the Revolving Letter of Credit Usage multiplied by a rate per annum equal to the
percentage set forth in the table below opposite the Consolidated Leverage Ratio
for the four Fiscal Quarter period for which the applicable Pricing Certificate
has been delivered pursuant to subsection 6.1(iv):

<Table>
<Caption>
                               CONSOLIDATED                          COMMITMENT
                              LEVERAGE RATIO                       FEE PERCENTAGE
<S>                                                             <C>
                          3.00:1.00 or greater                          0.50%
                          Less than 3.00:1.00                          0.375%
</Table>

such commitment fees to be calculated on the basis of a 360-day year and the
actual number of days elapsed and to be payable quarterly in arrears on the last
Business Day of March, June, September and December of each year, commencing on
the first such date to occur after the Closing Date, and on the Revolving Loan
Commitment Termination Date; provided that until the delivery of the Pricing
Certificate for the second Fiscal Quarter ending after the Closing Date, the
applicable commitment fee percentage shall be 0.50% per annum. Upon delivery of
the Pricing Certificate by Borrower to Administrative Agent pursuant to
subsection 6.1(iv), the applicable commitment fee percentage shall automatically
be adjusted in accordance with such Pricing Certificate, such adjustment to
become effective on the next succeeding Business Day following the receipt by
Administrative Agent of such Pricing Certificate; provided that, if at any time
a Pricing Certificate is not delivered at the time required pursuant to
subsection 6.1(iv), from the time such Pricing Certificate was required to be
delivered until delivery of such Pricing Certificate, the applicable commitment
fee percentage shall be the maximum percentage amount set forth above.

                  B. Supplemental Term Loan Fees. Borrower agrees to pay to
Administrative Agent on each date of the making of Supplemental Term Loans for
distribution to each Lender making a Supplemental Term Loan on such date, in
accordance with its Pro Rata Share, a fee in an amount agreed upon by Borrower
and the Lenders making Supplemental Term Loans on such date.

                  C. OTHER FEES. Borrower agrees to pay to Administrative Agent
such fees in the amounts and at the times separately agreed upon between
Borrower and Administrative Agent or Co-Arrangers, as the case may be.

         2.4      REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN
                  COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS;
                  APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER
                  GUARANTIES.

                  A. SCHEDULED PAYMENTS OF TERM B LOANS. Borrower shall make
principal payments on the Term B Loans in installments on the dates and in the
amounts set forth below:


                                       48
<PAGE>

<Table>
<Caption>
                                                               SCHEDULED REPAYMENT OF
                           DATE                                     TERM B LOANS
                           ----                                ----------------------
<S>                                                            <C>
                  March 31, 2003                                   $      325,000
                  June 30, 2003                                    $      325,000
                  September 30, 2003                               $      325,000
                  December 31, 2003                                $      325,000
                  March 31, 2004                                   $      325,000
                  June 30, 2004                                    $      325,000
                  September 30, 2004                               $      325,000
                  December 31, 2004                                $      325,000
                  March 31, 2005                                   $      325,000
                  June 30, 2005                                    $      325,000
                  September 30, 2005                               $      325,000
                  December 31, 2005                                $      325,000
                  March 31, 2006                                   $      325,000
                  June 30, 2006                                    $      325,000
                  September 30, 2006                               $      325,000
                  December 31, 2006                                $      325,000
                  March 31, 2007                                   $      325,000
                  June 30, 2007                                    $      325,000
                  September 30, 2007                               $      325,000
                  December 31, 2007                                $      325,000
                  March 31, 2008                                   $      325,000
                  June 30, 2008                                    $      325,000
                  September 30, 2008                               $      325,000
                  December 31, 2008                                $      325,000
                  March 31, 2009                                   $   30,550,000
                  June 30, 2009                                    $   30,550,000
                  September 30, 2009                               $   30,550,000
                  Term B Loan Maturity Date                        $   30,550,000
                                                                   --------------
                  TOTAL:                                           $  130,000,000
</Table>



                                       49
<PAGE>

; provided that the scheduled installments of principal of the Term B Loans set
forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term B Loans in accordance with subsection 2.4B(iv); and
provided, further, that the Term B Loans and all other amounts owed hereunder
with respect to the Term B Loans shall be paid in full no later than the Term B
Loan Maturity Date, and the final installment payable by Borrower in respect of
the Term B Loans on such date shall be in an amount, if such amount is different
from that specified above, sufficient to repay all amounts owing by Borrower
under this Agreement with respect to the Term B Loans.

                  B. PREPAYMENTS AND UNSCHEDULED REDUCTIONS IN COMMITMENTS.

                  (i) Voluntary Prepayments. Borrower may, upon written or
         telephonic notice to Administrative Agent on or prior to 12:00 Noon
         (New York City time) on the date of prepayment, which notice, if
         telephonic, shall be promptly confirmed in writing, at any time and
         from time to time prepay any Swing Line Loan on any Business Day in
         whole or in part in an aggregate minimum amount of $500,000 and
         multiples of $100,000 in excess of that amount. Borrower may, upon not
         less than one Business Day's prior written or telephonic notice, in the
         case of Base Rate Loans, and three Business Days' prior written or
         telephonic notice, in the case of LIBOR Rate Loans, in each case given
         to Administrative Agent by 12:00 Noon (New York City time) on the date
         required and, if given by telephone, promptly confirmed in writing to
         Administrative Agent (who shall promptly notify each Lender for the
         Loans to be prepaid), at any time and from time to time prepay any
         Loans on any Business Day in whole or in part in an aggregate minimum
         amount of (a) for Term Loans, $2,500,000 and multiples of $500,000 in
         excess of that amount and (b) for Revolving Loans, $1,000,000 and
         multiples of $500,000 in excess of that amount; provided, however, that
         a LIBOR Rate Loan may only be prepaid on the expiration of the Interest
         Period applicable thereto unless Borrower pays on such date of
         prepayment all amounts owing to Lenders under subsection 2.6D. Notice
         of prepayment having been given as aforesaid shall be irrevocable and
         the principal amount of the Loans specified in such notice shall become
         due and payable on the prepayment date specified therein. Any such
         voluntary prepayment shall be applied as specified in subsection
         2.4B(iv).

                  (ii) Voluntary Reductions of Commitments. Borrower may, upon
         not less than three Business Days' prior written or telephonic notice
         confirmed in writing to Administrative Agent (who shall promptly notify
         each Revolving Lender or LC Facility Lender, as the case may be, of
         such notice), at any time and from time to time terminate in whole or
         permanently reduce in part, without premium or penalty, (a) the
         Revolving Loan Commitments in an amount up to the amount by which the
         Revolving Loan Commitments exceed the Total Utilization of Revolving
         Loan Commitments at the time of such proposed termination or reduction;
         provided that any such partial reduction of the Revolving Loan
         Commitments shall be in an aggregate minimum amount of $1,000,000 and
         multiples of $500,000 in excess of that amount and (b) the LC Facility
         Commitments in an amount up to the amount by which the LC Facility
         Commitments exceed the Total Utilization of LC Facility Commitments at
         the time of such proposed termination or



                                       50
<PAGE>

         reduction; provided that any such partial reduction of the LC Facility
         Commitments shall be in an aggregate minimum amount of $2,500,000 and
         multiples of $500,000 in excess of that amount. Borrower's notice to
         Administrative Agent shall designate the date (which shall be a
         Business Day) of such termination or reduction and the amount of any
         partial reduction, and such termination or reduction of the Revolving
         Loan Commitments or LC Facility Commitment, as the case may be, shall
         be effective on the date specified in Borrower's notice and shall
         reduce the Revolving Loan Commitment or LC Facility Commitment, as the
         case may be, of each Revolving Lender or LC Facility Lender,
         respectively, proportionately to its Pro Rata Share. Any such voluntary
         reduction of the Revolving Loan Commitments or LC Facility Commitment,
         as the case may be, shall be applied as specified in subsection
         2.4B(iv).

                  (iii) Mandatory Prepayments and Mandatory Reductions of
         Revolving Loan Commitments. The Loans shall be prepaid and/or the
         Revolving Loan Commitments and/or the LC Facility Commitment as the
         case may be, shall be permanently reduced in the amounts and under the
         circumstances set forth below, all such prepayments and/or reductions
         to be applied as set forth below or as more specifically provided in
         subsection 2.4B(iv):

                           (a) Prepayments and Reductions From Net Asset Sale
                  Proceeds. Within 3 Business Days of receipt by Parent or any
                  of its Subsidiaries of any Net Asset Sale Proceeds in respect
                  of Asset Sales in an aggregate amount in excess of $3,000,000
                  in any Fiscal Year (any such Net Asset Sale Proceeds being the
                  "REPAYABLE NET ASSET SALE PROCEEDS"), Borrower shall either
                  (1) prepay the Loans and/or the Revolving Loan Commitments
                  and/or the LC Facility Commitment, as the case may be, shall
                  be permanently reduced in an aggregate amount equal to such
                  Net Asset Sale Proceeds or (2) so long as no Potential Event
                  of Default or Event of Default shall have occurred and be
                  continuing, deliver to Administrative Agent an Officer's
                  Certificate setting forth (x) that portion of such Net Asset
                  Sale Proceeds that Parent or such Subsidiary intends to
                  reinvest in equipment or other productive assets of the
                  general type used in the business of Parent and its
                  Subsidiaries within 365 days of such date of receipt and (y)
                  the proposed use of such portion of the Net Asset Sale
                  Proceeds and such other information with respect to such
                  reinvestment as Administrative Agent may reasonably request,
                  and Parent shall, or shall cause one or more of its
                  Subsidiaries to, promptly and diligently apply such portion to
                  such reinvestment purposes; provided, however, that pending
                  such reinvestment, such portion of the Net Asset Sale Proceeds
                  shall be applied to prepay outstanding Revolving Loans
                  (without a reduction in Revolving Loan Commitments) to the
                  full extent thereof. In addition, Borrower shall, no later
                  than 365 days after receipt of such Net Asset Sale Proceeds
                  that have not theretofore been applied to the Obligations or
                  that have not been so reinvested as provided above, make an
                  additional prepayment of the Loans (and/or the Revolving Loan
                  Commitments and/or the LC Facility Commitments, as the case
                  may be, shall be permanently reduced) in the full amount of
                  all such Net Asset Sale Proceeds.



                                       51
<PAGE>

                           (b) Prepayments and Reductions from Net
                  Insurance/Condemnation Proceeds. No later than the third
                  Business Day following the date of receipt by Administrative
                  Agent or by Parent or any of its Subsidiaries of any Net
                  Insurance/Condemnation Proceeds that are required to be
                  applied to prepay the Loans and/or reduce the Revolving Loan
                  Commitments and/or the LC Facility Commitment, as the case may
                  be, pursuant to the provisions of subsection 6.4C, Borrower
                  shall prepay the Loans and/or the Revolving Loan Commitments
                  shall be permanently reduced in an aggregate amount equal to
                  the amount of such Net Insurance/Condemnation Proceeds.

                           (c) Prepayments and Reductions Due to Issuance of
                  Equity Securities. On the first Business Day following receipt
                  by Parent (or, solely in the case of clause (z) below,
                  Holdings) or any of its Subsidiaries of the Cash proceeds (any
                  such proceeds, net of underwriting discounts and commissions
                  and other reasonable costs and expenses associated therewith,
                  including reasonable legal fees and expenses, being "NET
                  EQUITY SECURITIES PROCEEDS") from (x) the issuance of any
                  equity Securities of Parent or any of its Subsidiaries, (y)
                  from any capital contribution to Parent by any holder of
                  equity Securities thereof (other than Net Equity Securities
                  Proceeds from any capital contribution to Parent by Holdings
                  with the proceeds of equity Securities issued by Holdings to
                  the Equity Investors) or (z) from the initial public offering
                  of equity Securities of Holdings or any successors thereto,
                  Borrower shall apply an aggregate amount equal to 50% of such
                  Net Securities Proceeds to prepay the Loans and/or the
                  Revolving Loan Commitments and/or the LC Facility Commitments,
                  as the case may be, shall be permanently reduced; provided
                  that if the Applicable Consolidated Leverage Ratio is less
                  than 3.00:1.00 at the time of such issuance (after giving pro
                  forma effect to the intended application of such proceeds), no
                  portion of such Net Equity Securities Proceeds shall be
                  required to be prepaid (except as shall be prepaid in such
                  intended application).

                           (d) Prepayments and Reductions Due to Issuance of
                  Debt Securities. On the first Business Day following receipt
                  by Parent or any of its Subsidiaries of the Cash proceeds (any
                  such proceeds, net of underwriting discounts and commissions
                  and other reasonable costs and expenses associated therewith,
                  including reasonable legal fees and expenses, being "NET DEBT
                  SECURITIES PROCEEDS") from the issuance of any debt Securities
                  of Parent or any of its Subsidiaries (other than Indebtedness
                  permitted pursuant to subsection 7.1), Borrower shall prepay
                  the Loans and/or the Revolving Loan Commitments and/or the LC
                  Facility Commitment, as the case may be, shall be permanently
                  reduced in an aggregate amount equal to such Net Debt
                  Securities Proceeds.

                           (e) Prepayments and Reductions from Consolidated
                  Excess Cash Flow. In the event that there shall be
                  Consolidated Excess Cash Flow for any Fiscal Year (commencing
                  with Fiscal Year 2003), Borrower shall, no later than 90 days
                  (the "EXCESS CASH FLOW PAYMENT DATE") (or no later than 5
                  Business Days after any earlier date on which Borrower may be
                  required to deliver year-



                                       52
<PAGE>

                  end financial statements pursuant to subsection 6.1(iii);
                  provided that such date is no later than the Excess Cash Flow
                  Payment Date) after the end of such Fiscal Year, prepay the
                  Loans and/or the Revolving Loan Commitments and/or the LC
                  Facility Commitments, as the case may be, shall be permanently
                  reduced in an aggregate amount equal to 50% of such
                  Consolidated Excess Cash Flow; provided that for any Fiscal
                  Year in which the Applicable Consolidated Leverage Ratio as at
                  the last day thereof is less than 3.00:1.00, no portion of the
                  Consolidated Excess Cash Flow shall be required to be prepaid;
                  and provided, further, that such mandatory prepayment shall be
                  required only in an amount equal to the amount necessary to
                  reduce the Applicable Consolidated Leverage Ratio, as at the
                  last day of the immediately preceding Fiscal Year, to
                  3.00:1.00.

                           (f) Calculations of Net Proceeds Amounts; Additional
                  Prepayments and Reductions Based on Subsequent Calculations.
                  Concurrently with any prepayment of the Loans and/or reduction
                  of the Revolving Loan Commitments and/or the LC Facility
                  Commitments, as the case may be, pursuant to subsections
                  2.4B(iii)(a)-(e), Borrower shall deliver to Administrative
                  Agent an Officer's Certificate demonstrating the calculation
                  of the amount of the applicable Net Asset Sale Proceeds, Net
                  Insurance/Condemnation Proceeds, Net Equity Securities
                  Proceeds, Net Debt Securities Proceeds or Consolidated Excess
                  Cash Flow, as the case may be, that gave rise to such
                  prepayment and/or reduction. In the event that Borrower shall
                  subsequently determine that the actual amount was greater than
                  the amount set forth in such Officer's Certificate, Borrower
                  shall promptly make an additional prepayment of the Loans
                  (and/or, if applicable, the Revolving Loan Commitments and/or
                  the LC Facility Commitment, as the case may be, shall be
                  permanently reduced) in an amount equal to the amount of such
                  excess, and Borrower shall concurrently therewith deliver to
                  Administrative Agent an Officer's Certificate demonstrating
                  the derivation of the additional amount resulting in such
                  excess.

                           (g) Prepayments Due to Reductions or Restrictions of
                  Revolving Loan Commitments. Borrower shall from time to time
                  prepay first the Swing Line Loans and second the Revolving
                  Loans to the extent necessary so that the Total Utilization of
                  Revolving Loan Commitments shall not at any time exceed the
                  Revolving Loan Commitments then in effect.

                           (h) Prepayments Due to Reductions or Restrictions of
                  LC Facility Commitments. Borrower shall from time to time
                  prepay the LC Facility Loans to the extent necessary so that
                  the Total Utilization of LC Commitments shall not at any time
                  exceed the LC Facility Commitments then in effect.

                  (iv) Application of Prepayments.

                           (a) Application of Voluntary Prepayments by Type of
                  Loans and Order of Maturity. Any voluntary prepayments
                  pursuant to subsection 2.4B(i) shall be applied as specified
                  by Borrower in the applicable notice of prepayment;



                                       53
<PAGE>

                  provided that in the event Borrower fails to specify the Loans
                  to which any such prepayment shall be applied, such prepayment
                  shall be applied first to repay outstanding Swing Line Loans
                  to the full extent thereof, second to repay outstanding
                  Revolving Loans and/or LC Facility Loans, as the case may be,
                  to the full extent thereof, and third to repay outstanding
                  Term Loans to the full extent thereof. Any voluntary
                  prepayments of the Revolving Loans and the LC Facility Loans
                  pursuant to subsection 2.4B(i) shall be applied to prepay the
                  Revolving Loans and the LC Facility Loans on a pro rata basis
                  (in accordance with the respective outstanding principal
                  amounts thereof). Any voluntary prepayments of the Term Loans
                  pursuant to subsection 2.4B(i) shall be applied to prepay the
                  Term B Loans and the Supplemental Term Loans on a pro rata
                  basis (in accordance with the respective outstanding principal
                  amounts thereof) and to reduce the scheduled installments of
                  principal of the Term B Loans and the Supplemental Term Loans
                  set forth in subsections 2.4A on a pro rata basis (in
                  accordance with the respective outstanding principal amounts
                  thereof) to each remaining scheduled installment of principal
                  of the Term B Loans and the Supplemental Term Loans, as the
                  case may be, set forth in subsections 2.4A, respectively.

                           (b) Application of Mandatory Prepayments by Type of
                  Loans. Except as provided in subsection 2.4D, any amount
                  required to be applied as a mandatory prepayment of the Loans
                  and/or a reduction of the Revolving Loan Commitments pursuant
                  to subsections 2.4B(iii)(a)-(f) shall be applied first to
                  prepay the Term Loans to the full extent thereof, second, to
                  the extent of any remaining portion of such amount, to prepay
                  the Swing Line Loans to the full extent thereof and to
                  permanently reduce the Revolving Loan Commitments by the
                  amount of such prepayment, third, to the extent of any
                  remaining portion of such amount, to prepay the Revolving
                  Loans and/or the LC Facility Loans, as the case may be, to the
                  full extent thereof and to further permanently reduce the
                  Revolving Loan Commitments, and/or the LC Facility Commitments
                  as the case may be, by the amount of such prepayment, and
                  fourth, to the extent of any remaining portion of such amount,
                  to further permanently reduce the Revolving Loan Commitments
                  and/or the LC Facility Commitments, as the case may be, to the
                  full extent thereof. Any mandatory reduction of Revolving
                  Commitments and/or LC Facility Commitment, as the case may be,
                  pursuant to this subsection 2.4B shall be in proportion to
                  each Revolving Lender's Pro Rata Share and LC Facility Lender,
                  respectively.

                           (c) Application of Mandatory Prepayments of Term
                  Loans to Term B Loans and Supplemental Term Loans and the
                  Scheduled Installments of Principal Thereof. Any mandatory
                  prepayments of the Term Loans pursuant to subsection 2.4B(iii)
                  shall be applied to prepay the Term B Loans and the
                  Supplemental Term Loans on a pro rata basis (in accordance
                  with the respective outstanding principal amounts thereof) and
                  shall be applied to reduce the scheduled installments of
                  principal of the Term B Loans or the Supplemental



                                       54
<PAGE>

                  Term Loans, as the case may be, set forth in subsection 2.4A,
                  respectively, on a pro rata basis (in accordance with the
                  respective outstanding principal amounts thereof) to each
                  remaining scheduled installment of principal of the Term B
                  Loans and the Supplemental Term Loans, as the case may be, set
                  forth in subsections 2.4A, that is unpaid at the time of such
                  prepayment.

                           (d) Application of Mandatory Prepayments of Revolving
                  Loans and LC Facility Loans. Any mandatory prepayments of the
                  Revolving Loans or the LC Facility Loans, as the case may be,
                  pursuant to subsection 2.4B(iii) shall be applied to prepay
                  the Revolving Loans and the LC Facility Loans on a pro rata
                  basis (in accordance with the respective outstanding principal
                  amounts thereof).

                           (e) Application of Prepayments to Base Rate Loans and
                  LIBOR Rate Loans. Considering Term B Loans, Supplemental Term
                  Loans, Revolving Loans and LC Facility Loans being prepaid
                  separately, any prepayment thereof shall be applied first to
                  Base Rate Loans to the full extent thereof before application
                  to LIBOR Rate Loans, in each case in a manner that minimizes
                  the amount of any payments required to be made by Borrower
                  pursuant to subsection 2.6D.

                  C. GENERAL PROVISIONS REGARDING PAYMENTS.

                  (i) Manner and Time of Payment. All payments by Borrower of
         principal, interest, fees and other Obligations shall be made in
         Dollars in same day funds, without defense, setoff or counterclaim,
         free of any restriction or condition, and delivered to Administrative
         Agent not later than 12:00 Noon (New York City time) on the date due at
         the Funding and Payment Office for the account of Lenders; funds
         received by Administrative Agent after that time on such due date shall
         be deemed to have been paid by Borrower on the next succeeding Business
         Day. Borrower hereby authorizes Administrative Agent to charge any
         accounts Administrative Agent may have in Borrower's name in order to
         cause timely payment to be made to Administrative Agent of all
         principal, interest, fees and expenses due hereunder (subject to
         sufficient funds being available in its accounts for that purpose).

                  (ii) Application of Payments to Principal and Interest. Except
         as provided in subsection 2.2C, all payments in respect of the
         principal amount of any Loan shall include payment of accrued interest
         on the principal amount being repaid or prepaid, and all such payments
         (and, in any event, any payments in respect of any Loan on a date when
         interest is due and payable with respect to such Loan) shall be applied
         to the payment of interest before application to principal.

                  (iii) Apportionment of Payments. Aggregate principal and
         interest payments in respect of Term Loans, LC Facility Loans, LC
         Facility Loans and Revolving Loans shall be apportioned among all
         outstanding Loans to which such payments relate, in each case
         proportionately to Lenders' respective Pro Rata Shares. Administrative
         Agent shall promptly distribute to each Lender its Pro Rata Share of
         all such payments received by Administrative Agent and the commitment
         fees of such Lender, if any, when received by



                                       55
<PAGE>

         Administrative Agent pursuant to subsection 2.3. Notwithstanding the
         foregoing provisions of this subsection 2.4C(iii), if, pursuant to the
         provisions of subsection 2.6C, any Notice of Conversion/Continuation is
         withdrawn as to any Affected Lender or if any Affected Lender makes
         Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans,
         Administrative Agent shall give effect thereto in apportioning payments
         received thereafter.

                  (iv) Payments on Business Days. Whenever any payment to be
         made hereunder shall be stated to be due on a day that is not a
         Business Day, such payment shall be made on the preceding Business Day.

                  (v) Notation of Payment. Each Lender agrees that before
         disposing of any Note held by it, or any part thereof (other than by
         granting participations therein), that Lender will make a notation
         thereon of all Loans evidenced by that Note and all principal payments
         previously made thereon and of the date to which interest thereon has
         been paid; provided that the failure to make (or any error in the
         making of) a notation of any Loan made under such Note shall not limit
         or otherwise affect the obligations of Borrower hereunder or under such
         Note with respect to any Loan or any payments of principal or interest
         on such Note.

                  D. APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS AFTER
EVENT OF DEFAULT.

                  Upon the occurrence and during the continuation of an Event of
Default, either if requested by Requisite Lenders or upon termination of the
Revolving Loan Commitments (a) all payments received on account of the
Obligations, whether from Borrower, from any Guarantor or otherwise, shall be
applied by Administrative Agent against the Obligations and (b) all proceeds
received by Administrative Agent in respect of any sale of, collection from, or
other realization upon all or any part of the Collateral under any Collateral
Document may, in the discretion of Administrative Agent, be held by
Administrative Agent as Collateral for, and/or (then or at any time thereafter)
applied in full or in part by Administrative Agent against, the applicable
Secured Obligations (as defined in such Collateral Document), in each case in
the following order of priority:

                  (i) to the payment of all costs and expenses of such sale,
         collection or other realization, all other expenses, liabilities and
         advances made or incurred by Administrative Agent in connection
         therewith, and all amounts for which Administrative Agent is entitled
         to compensation (including the fees described in subsection 2.3),
         reimbursement and indemnification under any Loan Document and all
         advances made by Administrative Agent thereunder for the account of the
         applicable Loan Party, and to the payment of all costs and expenses
         paid or incurred by Administrative Agent in connection with the Loan
         Documents, all in accordance with subsections 9.4, 10.2 and 10.3 and
         the other terms of this Agreement and the Loan Documents;

                  (ii) thereafter, to the payment of all other Obligations for
         the ratable benefit of the holders thereof (subject to the provisions
         of subsection 2.4C(ii) hereof); and



                                       56
<PAGE>

                  (iii) thereafter, to the payment to or upon the order of such
         Loan Party or to whosoever may be lawfully entitled to receive the same
         or as a court of competent jurisdiction may direct.

         2.5      USE OF PROCEEDS.

                  A. TERM B LOANS. The proceeds of the Term B Loans shall be
applied by Borrower to (i) (a) repay existing Indebtedness outstanding under the
Existing Credit Agreement in the aggregate principal amount of approximately
$20,000,000, plus accrued and unpaid interest thereon and (b) redeem certain
Existing Notes (collectively, the "REFINANCING"), (ii) repurchase the Existing
Preferred Stock (the "EXISTING PREFERRED STOCK PURCHASE"), and (iii) pay
Transaction Costs.

                  B. REVOLVING LOANS; LETTER OF CREDIT FACILITY LOANS; SWING
LINE LOANS. The proceeds of (x) any Revolving Loans made on the Closing Date
shall be applied to fund a portion of the Refinancing and (y) any Revolving
Loans, any Letter of Credit Facility Loans and any Swing Line Loans made after
the Closing Date shall be applied by Borrower for working capital and other
general corporate purposes, which may include the making of intercompany loans
to any of Borrower's Subsidiaries, in accordance with subsection 7.1(iv), for
their own general corporate purposes and to finance Permitted Acquisitions.

                  C. SUPPLEMENTAL TERM LOANS. The proceeds of the Supplemental
Term Loans shall be used solely to finance Permitted Acquisitions.

                  D. MARGIN REGULATIONS. No portion of the proceeds of any
borrowing under this Agreement shall be used by Borrower or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T or Regulation X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board
or to violate the Exchange Act, in each case as in effect on the date or dates
of such borrowing and such use of proceeds.

         2.6      SPECIAL PROVISIONS GOVERNING LIBOR RATE LOANS.

                  Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to LIBOR Rate Loans
as to the matters covered:

                  A. DETERMINATION OF APPLICABLE INTEREST RATE. As soon as
practicable after 10:00 A.M. (New York City time) on each Interest Rate
Determination Date, Administrative Agent shall determine (which determination
shall, absent manifest error, be conclusive and binding upon all parties) the
interest rate that shall apply to the LIBOR Rate Loans for which an interest
rate is then being determined for the applicable Interest Period and shall
promptly give notice thereof (in writing or by telephone confirmed in writing)
to Borrower and each Lender.

                  B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the
event that Administrative Agent shall have determined (which determination shall
be conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date that by reason of



                                       57
<PAGE>

circumstances affecting the London interbank market adequate and fair means do
not exist for ascertaining the interest rate applicable to such Loans on the
basis provided for in the definition of Adjusted LIBOR Rate, Administrative
Agent shall on such date give notice (by telefacsimile or by telephone confirmed
in writing) to Borrower and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, LIBOR Rate Loans until such time as
Administrative Agent notifies Borrower and Lenders that the circumstances giving
rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice
of Conversion/Continuation given by Borrower with respect to the Loans in
respect of which such determination was made shall be deemed to be for a Base
Rate Loan.

                  C. ILLEGALITY OR IMPRACTICABILITY OF LIBOR RATE LOANS. In the
event that on any date any Lender shall have determined (which determination
shall be conclusive and binding upon all parties hereto but shall be made only
after consultation with Borrower and Administrative Agent) that the making,
maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a
result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the London interbank market or the position of
such Lender in that market, then, and in any such event, such Lender shall be an
"AFFECTED LENDER" and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Borrower and Administrative Agent of such
determination (which notice Administrative Agent shall promptly transmit to each
other Lender). Thereafter (a) the obligation of the Affected Lender to make
Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such
notice shall be withdrawn by the Affected Lender, (b) to the extent such
determination by the Affected Lender relates to a LIBOR Rate Loan then being
requested by Borrower pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's
obligation to maintain its outstanding LIBOR Rate Loans (the "AFFECTED LOANS")
shall be terminated at the earlier to occur of the expiration of the Interest
Period then in effect with respect to the Affected Loans or when required by
law, and (d) the Affected Loans shall automatically convert into Base Rate Loans
on the date of such termination. Notwithstanding the foregoing, to the extent a
determination by an Affected Lender as described above relates to a LIBOR Rate
Loan then being requested by Borrower pursuant to a Notice of Borrowing or a
Notice of Conversion/Continuation, Borrower shall have the option, subject to
the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice
of Conversion/Continuation as to all Lenders by giving notice (by telefacsimile
or by telephone confirmed in writing) to Administrative Agent of such rescission
on the date on which the Affected Lender gives notice of its determination as
described above (which notice of rescission Administrative Agent shall promptly
transmit to each other Lender). Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, LIBOR Rate Loans in accordance with the terms of this Agreement.



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<PAGE>

                  D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Borrower shall compensate each Lender, upon written request by that
Lender pursuant to subsection 2.8, for all reasonable losses, expenses and
liabilities (including any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its LIBOR Rate Loans and any loss, expense or
liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may sustain: (i) if for any
reason (other than a default by that Lender) a borrowing of any LIBOR Rate Loan
does not occur on a date specified therefor in a Notice of Borrowing or a
telephonic request therefor, or a conversion to or continuation of any LIBOR
Rate Loan does not occur on a date specified therefor in a Notice of
Conversion/Continuation or a telephonic request therefor, (ii) if any prepayment
or other principal payment or any conversion of any of its LIBOR Rate Loans
(including any prepayment or conversion occasioned by the circumstances
described in subsection 2.6C) occurs on a date prior to the last day of an
Interest Period applicable to that Loan, (iii) if any prepayment of any of its
LIBOR Rate Loans is not made on any date specified in a notice of prepayment
given by Borrower, or (iv) as a consequence of any other default by Borrower in
the repayment of its LIBOR Rate Loans when required by the terms of this
Agreement.

                  E. BOOKING OF LIBOR RATE LOANS. Any Lender may make, carry or
transfer LIBOR Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of that Lender.

                  F. ASSUMPTIONS CONCERNING FUNDING OF LIBOR RATE LOANS.
Calculation of all amounts payable to a Lender under this subsection 2.6 and
under subsection 2.7A shall be made as though that Lender had funded each of its
LIBOR Rate Loans through the purchase of a LIBOR deposit bearing interest at the
rate obtained pursuant to clause (i) of the definition of Adjusted LIBOR Rate in
an amount equal to the amount of such LIBOR Rate Loan and having a maturity
comparable to the relevant Interest Period, whether or not its LIBOR Rate Loans
had been funded in such manner.

                  G. LIBOR RATE LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of a Potential Event of Default or an Event of Default,
(i) Borrower may not have a Loan be made or maintained as, or converted to, a
LIBOR Rate Loan after the expiration of any Interest Period then in effect for
that Loan and (ii) subject to the provisions of subsection 2.6D, any Notice of
Borrowing or Notice of Conversion/Continuation given by Borrower with respect to
a requested borrowing or conversion/continuation that has not yet occurred shall
be deemed to be for a Base Rate Loan or, if the conditions to making a Loan set
forth in subsection 4.3 cannot then be satisfied, to be rescinded by Borrower.

         2.7      INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

                  A. COMPENSATION FOR INCREASED COSTS. Subject to the provisions
of subsection 2.7B (which shall be controlling with respect to the matters
covered thereby), in the event that any Lender (including any Issuing Lender)
shall determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or



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<PAGE>

governmental rule, regulation or order), or any determination of a court or
other Government Authority, in each case that becomes effective after the date
hereof, or compliance by such Lender with any guideline, request or directive
issued or made after the date hereof by any central bank or other Government
Authority (whether or not having the force of law):

                  (i) subjects such Lender to any additional Tax with respect to
         this Agreement or any of its obligations hereunder (including with
         respect to issuing or maintaining any Letters of Credit or purchasing
         or maintaining any participations therein or maintaining any Commitment
         hereunder) or any payments to such Lender of principal, interest, fees
         or any other amount payable hereunder;

                  (ii) imposes, modifies or holds applicable any reserve,
         special deposit, compulsory loan, insurance charge or similar
         requirement against assets held by, or deposits or other liabilities in
         or for the account of, or advances or loans by, or other credit
         extended by, or any other acquisition of funds by, any office of such
         Lender (other than any such reserve or other requirements with respect
         to LIBOR Rate Loans that are reflected in the definition of LIBOR
         Rate); or

                  (iii) imposes any other condition (other than with respect to
         Taxes) on or affecting such Lender or its obligations hereunder or the
         London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Borrower shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder.

                  B. TAXES.

                  (i) Payments to Be Free and Clear. All sums payable by
         Borrower under this Agreement and the other Loan Documents shall be
         paid free and clear of, and without any deduction or withholding on
         account of, any Tax imposed, levied, collected, withheld or assessed by
         or within the United States of America or any political subdivision in
         or of the United States of America or any other jurisdiction from or to
         which a payment is made by or on behalf of Borrower or by any
         federation or organization of which the United States of America or any
         such jurisdiction is a member at the time of payment.

                  (ii) Grossing-up of Payments. If Borrower or any other Person
         is required by law to make any deduction or withholding on account of
         any such Tax from any sum paid or payable by Borrower to Administrative
         Agent or any Lender under any of the Loan Documents:



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<PAGE>

                           (a) Borrower shall notify Administrative Agent of any
                  such requirement or any change in any such requirement as soon
                  as Borrower becomes aware of it;

                           (b) Borrower shall pay any such Tax when such Tax is
                  due, such payment to be made (if the liability to pay is
                  imposed on Borrower) for its own account or (if that liability
                  is imposed on Administrative Agent or such Lender, as the case
                  may be) on behalf of and in the name of Administrative Agent
                  or such Lender;

                           (c) the sum payable by Borrower in respect of which
                  the relevant deduction, withholding or payment is required
                  shall be increased to the extent necessary to ensure that,
                  after the making of that deduction, withholding or payment,
                  Administrative Agent or such Lender, as the case may be,
                  receives on the due date a net sum equal to what it would have
                  received had no such deduction, withholding or payment been
                  required or made; and

                           (d) within 30 days after paying any sum from which it
                  is required by law to make any deduction or withholding, and
                  within 30 days after the due date of payment of any Tax which
                  it is required by clause (b) above to pay, Borrower shall
                  deliver to Administrative Agent evidence satisfactory to the
                  other affected parties of such deduction, withholding or
                  payment and of the remittance thereof to the relevant taxing
                  or other authority;

provided that no such additional amount shall be required to be paid to any
Lender under clause (c) above except to the extent that any change after the
date on which such Lender became a Lender in any such requirement for a
deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect on the date on which such Lender became a Lender, in respect of payments
to such Lender.

         (iii) Evidence of Exemption from U.S. Withholding Tax.

                           (a) Each Non-US Lender shall deliver to
                  Administrative Agent and to Borrower, on or prior to the
                  Closing Date (in the case of each Lender listed on the
                  signature pages hereof) or on or prior to the date of the
                  Assignment Agreement pursuant to which it becomes a Lender (in
                  the case of each other Lender), and at such other times as may
                  be necessary in the determination of Borrower or
                  Administrative Agent (each in the reasonable exercise of its
                  discretion), two original copies of Internal Revenue Service
                  Form W-8BEN or W-8ECI (or any successor forms) properly
                  completed and duly executed by such Lender, or, in the case of
                  a Non-US Lender claiming exemption from United States federal
                  withholding tax under Section 871(h) or 881(c) of the Internal
                  Revenue Code with respect to payments of "portfolio interest",
                  a form W-8BEN, and, in the case of a Lender that has certified
                  in writing to Administrative Agent that it is not a "bank" (as
                  defined in Section 881(c)(3)(A) of the Internal Revenue Code),
                  a certificate of



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<PAGE>

                  such Lender certifying that such Lender is not (i) a "bank"
                  for purposes of Section 881(c) of the Internal Revenue Code,
                  (ii) a ten-percent shareholder (within the meaning of Section
                  871(h)(3)(B) of the Internal Revenue Code) of Borrower or
                  Parent or (iii) a controlled foreign corporation related to
                  Borrower (within the meaning of Section 864(d)(4) of the
                  Internal Revenue Code) in each case together with any other
                  certificate or statement of exemption required under the
                  Internal Revenue Code or the regulations issued thereunder to
                  establish that such Lender is not subject to United States
                  withholding tax with respect to any payments to such Lender of
                  interest payable under any of the Loan Documents.

                           (b) Each Non-US Lender, to the extent it does not act
                  or ceases to act for its own account with respect to any
                  portion of any sums paid or payable to such Lender under any
                  of the Loan Documents (for example, in the case of a typical
                  participation by such Lender), shall deliver to Administrative
                  Agent and to Borrower, on or prior to the Closing Date (in the
                  case of each Lender listed on the signature pages hereof), on
                  or prior to the date of the Assignment Agreement pursuant to
                  which it becomes a Lender (in the case of each other Lender),
                  or on such later date when such Lender ceases to act for its
                  own account with respect to any portion of any such sums paid
                  or payable, and at such other times as may be necessary in the
                  determination of Borrower or Administrative Agent (each in the
                  reasonable exercise of its discretion), (1) two original
                  copies of the forms or statements required to be provided by
                  such Lender under subsection 2.7B(iii)(a), properly completed
                  and duly executed by such Lender, to establish the portion of
                  any such sums paid or payable with respect to which such
                  Lender acts for its own account that is not subject to United
                  States withholding tax, and (2) two original copies of
                  Internal Revenue Service Form W-8IMY (or any successor forms)
                  properly completed and duly executed by such Lender, together
                  with any information, if any, such Lender chooses to transmit
                  with such form, and any other certificate or statement of
                  exemption required under the Internal Revenue Code or the
                  regulations issued thereunder, to establish that such Lender
                  is not acting for its own account with respect to a portion of
                  any such sums payable to such Lender.

                           (c) Each Non-US Lender hereby agrees, from time to
                  time after the initial delivery by such Lender of such forms,
                  whenever a lapse in time or change in circumstances renders
                  such forms, certificates or other evidence so delivered
                  obsolete or inaccurate in any material respect, that such
                  Lender shall promptly (1) deliver to Administrative Agent and
                  to Borrower two original copies of renewals, amendments or
                  additional or successor forms, properly completed and duly
                  executed by such Lender, together with any other certificate
                  or statement of exemption required in order to confirm or
                  establish that such Lender is not subject to United States
                  withholding tax with respect to payments to such Lender under
                  the Loan Documents and, if applicable, that such Lender does
                  not act for its own account with respect to any portion of
                  such payment, or (2) notify Administrative



                                       62
<PAGE>

                  Agent and Borrower of its inability to deliver any such forms,
                  certificates or other evidence.

                           (d) Borrower shall not be required to pay any
                  additional amount to any Non-US Lender under clause (c) of
                  subsection 2.7B(ii), (1) with respect to any Tax required to
                  be deducted or withheld on the basis of the information,
                  certificates or statements of exemption such Lender chooses to
                  transmit with an Internal Revenue Service Form W-8IMY pursuant
                  to subsection 2.7B(iii)(b)(2) or (2) if such Lender shall have
                  failed to satisfy the requirements of clause (a), (b) or
                  (c)(1) of this subsection 2.7B(iii); provided that if such
                  Lender shall have satisfied the requirements of subsection
                  2.7B(iii)(a) on the date such Lender became a Lender, nothing
                  in this subsection 2.7B(iii)(d) shall relieve Borrower of its
                  obligation to pay any amounts pursuant to subsection
                  2.7B(ii)(c) in the event that, as a result of any change in
                  any applicable law, treaty or governmental rule, regulation or
                  order, or any change in the interpretation, administration or
                  application thereof, such Lender is no longer properly
                  entitled to deliver forms, certificates or other evidence at a
                  subsequent date establishing the fact that such Lender is not
                  subject to withholding as described in subsection
                  2.7B(iii)(a).

                  C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability after the
date hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any Government Authority charged with the
interpretation or administration thereof, or compliance by any Lender with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Government Authority, has or would have the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Borrower from
such Lender of the statement referred to in subsection 2.8A, Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction.

         2.8      STATEMENT OF LENDERS; OBLIGATION OF LENDERS AND ISSUING
                  LENDERS TO MITIGATE.

                  A. STATEMENTS. Each Lender claiming compensation or
reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to Borrower
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis of the calculation of such compensation or
reimbursement, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.



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<PAGE>

                  B. MITIGATION. Each Lender and Issuing Lender agrees that, as
promptly as practicable after the officer of such Lender or Issuing Lender
responsible for administering the Loans or Letters of Credit of such Lender or
Issuing Lender, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to receive
payments under subsection 2.7, use reasonable effort to make, issue, fund or
maintain the Commitments of such Lender or the Affected Loans or Letters of
Credit of such Lender or Issuing Lender through another lending or letter of
credit office of such Lender or Issuing Lender, if (i) as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender or Issuing Lender pursuant to subsection 2.7 would be materially
reduced and (ii) as determined by such Lender or Issuing Lender in its sole
discretion, such action would not otherwise be disadvantageous to such Lender or
Issuing Lender; provided that such Lender or Issuing Lender will not be
obligated to utilize such other lending or letter of credit office pursuant to
this subsection 2.8B unless Borrower agrees to pay all incremental expenses
incurred by such Lender or Issuing Lender as a result of utilizing such other
lending or letter of credit office as described above.

         2.9      REPLACEMENT OF A LENDER.

                  If Borrower receives a statement of amounts due pursuant to
subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to
fund a Revolving Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING
LENDER") refuses to consent to an amendment, modification or waiver of this
Agreement that, pursuant to subsection 10.6, requires consent of 100% of the
Lenders (and such amendment, modification or waiver shall have been approved by
Requisite Lenders) or 100% of the Lenders with Obligations directly affected or
a Lender becomes an Affected Lender (any such Lender, a "SUBJECT LENDER"), so
long as (i) no Event of Default shall have occurred and be continuing and
Borrower has obtained a commitment from another Lender or an Eligible Assignee
to purchase at par the Subject Lender's Loans and assume the Subject Lender's
Commitments and all other obligations of the Subject Lender hereunder, (iii)
such Lender is not an Issuing Lender with respect to any Letters of Credit
outstanding (unless all such Letters of Credit are terminated or arrangements
acceptable to such Issuing Lender (such as a "back-to-back" letter of credit)
are made) and (iv), if applicable, the Subject Lender is unwilling to withdraw
the notice delivered to Borrower pursuant to subsection 2.8 and/or is unwilling
to remedy its default upon 10 days prior written notice to the Subject Lender
and Administrative Agent, Borrower may require the Subject Lender to assign all
of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or
Eligible Assignees pursuant to the provisions of subsection 10.1B; provided
that, prior to or concurrently with such replacement, (1) the Subject Lender
shall have received payment in full of all principal, interest, fees and other
amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if
applicable)) through such date of replacement and a release from its obligations
under the Loan Documents, (2) the processing fee required to be paid by
subsection 10.1B(i) shall have been paid to Administrative Agent, and (3) all of
the requirements for such assignment contained in subsection 10.1B, including,
without limitation, the consent of Administrative Agent (if required) and the
receipt by Administrative Agent of an executed



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Assignment Agreement and other supporting documents, have been fulfilled, and
(4) in the event such Subject Lender is a Non-Consenting Lender, each assignee
shall consent, at the time of such assignment, to each matter in respect of
which such Subject Lender was a Non-Consenting Lender and Borrower also requires
each other Subject Lender that is a Non-Consenting Lender to assign its Loans
and Commitments.

SECTION 3. LETTERS OF CREDIT

         3.1      ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF
                  PARTICIPATIONS THEREIN.

                  A. LETTERS OF CREDIT.

                  (i) Revolving Letters of Credit. In addition to Borrower
         requesting that Revolving Lenders make Revolving Loans pursuant to
         subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans
         pursuant to subsection 2.1A(iii), Borrower may request, in accordance
         with the provisions of this subsection 3.1, from time to time during
         the period from the Closing Date to but excluding the 30th day prior to
         the Revolving Loan Commitment Termination Date, that one or more
         Revolving Lenders issue Revolving Letters of Credit payable on a sight
         basis for the account of Borrower for the purposes specified in the
         definitions of Commercial Letters of Credit and Standby Letters of
         Credit. Subject to the terms and conditions of this Agreement and in
         reliance upon the representations and warranties of Borrower herein set
         forth, any one or more Revolving Lenders may, but (except as provided
         in subsection 3.1B(ii)) shall not be obligated to, issue such Revolving
         Letters of Credit in accordance with the provisions of this subsection
         3.1; provided that Borrower shall not request that any Revolving Lender
         issue (and no Revolving Lender shall issue):

                           (a) any Revolving Letter of Credit if, after giving
                  effect to such issuance, the Total Utilization of Revolving
                  Loan Commitments would exceed the Revolving Loan Commitments
                  then in effect;

                           (b) any Revolving Letter of Credit if, after giving
                  effect to such issuance, the Revolving Letter of Credit Usage
                  would exceed $20,000,000;

                           (c) any Standby Letter of Credit having an expiration
                  date later than the earlier of (1) ten days prior to the
                  Revolving Loan Commitment Termination Date and (2) the date
                  which is one year from the date of issuance of such Standby
                  Letter of Credit; provided that the immediately preceding
                  clause (2) shall not prevent any Revolving Issuing Lender from
                  agreeing that a Standby Letter of Credit will automatically be
                  extended for one or more successive periods not to exceed one
                  year each unless such Revolving Issuing Lender elects not to
                  extend for any such additional period; and provided, further,
                  that such Revolving Issuing Lender shall elect not to extend
                  such Standby Letter of Credit if it has knowledge that an
                  Event of Default has occurred and is continuing (and has not
                  been waived



                                       65
<PAGE>

                  in accordance with subsection 10.6) at the time such Revolving
                  Issuing Lender must elect whether or not to allow such
                  extension;

                           (d) any Standby Letter of Credit issued for the
                  purpose of supporting (1) trade payables or (2) any
                  Indebtedness constituting "antecedent debt" (as that term is
                  used in Section 547 of the Bankruptcy Code);

                           (e) any Commercial Letter of Credit having an
                  expiration date (1) later than the earlier of (x) the date
                  which is 30 days prior to the Revolving Loan Commitment
                  Termination Date and (y) the date which is 180 days from the
                  date of issuance of such Commercial Letter of Credit or (2)
                  that is otherwise unacceptable to the applicable Revolving
                  Issuing Lender in its reasonable discretion; or

                           (f) any LC Revolving Letter of Credit denominated in
                  a currency other than Dollars.

                  (ii) Facility Letters of Credit. In addition, Borrower may
         request, in accordance with the provisions of this subsection 3.1, from
         time to time during the period from the Closing Date to but excluding
         the 30th day prior to the Revolving Loan Commitment Termination Date,
         that one or more LC Facility Lenders issue LC Facility Letters of
         Credit payable on a sight basis for the account of Borrower for the
         purposes specified in the definition of Standby Letters of Credit.
         Subject to the terms and conditions of this Agreement and in reliance
         upon the representations and warranties of Borrower herein set forth,
         any one or more LC Facility Lenders may but (except as provided in
         subsection 3.1B(ii)) shall not be obligated to, issue such Letter of
         Credit in accordance with the provisions 3.1; provided that Borrower
         shall not request that any LC Facility Lender issue (and no LC Facility
         Lender shall issue):

                           (a) any LC Facility Letter of Credit if, after giving
                  effect to such issuance, the Total Utilization of LC Facility
                  Commitments would exceed the LC Facility Commitments then in
                  effect;

                           (b) any LC Facility Letter of Credit having an
                  expiration date later than the earlier of (1) ten days prior
                  to the Revolving Loan Commitment Termination Date and (2) the
                  date which is one year from the date of issuance of such LC
                  Facility Letter of Credit; provided that the immediately
                  preceding clause (2) shall not prevent any Issuing Lender from
                  agreeing that a LC Facility Letter of Credit will
                  automatically be extended for one or more successive periods
                  not to exceed one year each unless such LC Facility Issuing
                  Lender elects not to extend for any such additional period;
                  and provided, further, that such LC Facility Issuing Lender
                  shall elect not to extend such LC Facility Letter of Credit if
                  it has knowledge that an Event of Default has occurred and is
                  continuing (and has not been waived in accordance with
                  subsection 10.6) at the time such LC Facility Issuing Lender
                  must elect whether or not to allow such extension; and



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                           (c) any LC Facility Letter of Credit issued for the
                  purpose of supporting (1) trade payables or (2) any
                  Indebtedness constituting "antecedent debt" (as that term is
                  used in Section 547 of the bankruptcy Code); or

                           (d) any LC Facility Letter of Credit denominated in a
                  currency other than Dollars.

                  B. MECHANICS OF ISSUANCE.

                  (i) Request for Issuance. Whenever Borrower desires the
         issuance of a Letter of Credit, it shall deliver to the proposed
         Issuing Lender (with a copy to Administrative Agent if Administrative
         Agent is not the proposed Issuing Lender) a Request for Issuance of
         Letter of Credit, substantially in the form of Exhibit III annexed
         hereto no later than 12:00 Noon (New York City time) at least three
         Business Days (in the case of Standby Letters of Credit) or five
         Business Days (in the case of Commercial Letters of Credit), or in each
         case such shorter period as may be agreed to by the Issuing Lender in
         any particular instance, in advance of the proposed date of issuance.
         The Issuing Lender, in its reasonable discretion, may require changes
         in the text of the proposed Letter of Credit or any documents described
         in or attached to the Request for Issuance. In furtherance of the
         provisions of subsection 10.8, and not in limitation thereof, Borrower
         may submit Requests for Issuance by telefacsimile and Administrative
         Agent and Issuing Lenders may rely and act upon any such Request for
         Issuance without receiving an original signed copy thereof. No Letter
         of Credit shall require payment against a conforming demand for payment
         to be made thereunder on the same business day (under the laws of the
         jurisdiction in which the office of the Issuing Lender to which such
         demand for payment is required to be presented is located) that such
         demand for payment is presented if such presentation is made after
         10:00 A.M. (in the time zone of such office of the Issuing Lender) on
         such business day.

                  (ii) Borrower shall notify the applicable Issuing Lender (and
         Administrative Agent, if Administrative Agent is not such Issuing
         Lender) prior to the issuance of any Letter of Credit in the event that
         any of the matters to which Borrower is required to certify in the
         applicable Request for Issuance is no longer true and correct as of the
         proposed date of issuance of such Letter of Credit, and upon the
         issuance of any Letter of Credit Borrower shall be deemed to have
         re-certified, as of the date of such issuance, as to the matters to
         which Borrower is required to certify in the applicable Request for
         Issuance.

                  (iii) Determination of Issuing Lender. (a) Upon receipt by a
         proposed Revolving Issuing Lender of a Request for Issuance pursuant to
         subsection 3.1B(i) requesting the issuance of a Revolving Letter of
         Credit, (1) in the event Administrative Agent is the proposed Revolving
         Issuing Lender, Administrative Agent shall be the Revolving Issuing
         Lender with respect to such Revolving Letter of Credit, notwithstanding
         the fact that the Revolving Letter of Credit Usage with respect to such
         Revolving Letter of Credit and with respect to all other Revolving
         Letters of Credit issued by Administrative Agent, when aggregated with
         Administrative Agent's



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         outstanding Revolving Loans and Swing Line Loans, may exceed
         Administrative Agent's Revolving Loan Commitment then in effect; and
         (2) in the event any other Revolving Lender is the proposed Revolving
         Issuing Lender, such Revolving Lender shall promptly notify Borrower
         and Administrative Agent whether or not, in its sole discretion, it has
         elected to issue such Revolving Letter of Credit, and (x) if such
         Revolving Lender so elects to issue such Revolving Letter of Credit it
         shall be the Revolving Issuing Lender with respect thereto and (y) if
         such Revolving Lender fails to so promptly notify Borrower and
         Administrative Agent or declines to issue such Revolving Letter of
         Credit, Borrower may request Administrative Agent or another Revolving
         Lender to be the Revolving Issuing Lender with respect to such
         Revolving Letter of Credit in accordance with the provisions of this
         subsection 3.1B and (b) upon receipt by a proposed LC Facility Issuing
         Lender of a Request for Issuance pursuant to subsection 3.1B(i)
         requesting the issuance of a LC Facility Letter of Credit, (1) in the
         event Administrative Agent is the proposed LC Facility Issuing Lender,
         Administrative Agent shall be the LC Facility Issuing Lender with
         respect to such LC Facility Letter of Credit, notwithstanding the fact
         that the LC Facility Letter of Credit Usage with respect to such LC
         Facility Letter of Credit and with respect to all other LC Facility
         Letters of Credit issued by Administrative Agent, may exceed
         Administrative Agent's LC Facility Loan Commitment then in effect; and
         (2) in the event any other LC Facility Lender is the proposed Issuing
         Lender, such LC Facility Lender shall promptly notify Borrower and
         Administrative Agent whether or not, in its sole discretion, it has
         elected to issue such LC Facility Letter of Credit, and (x) if such LC
         Facility Lender so elects to issue such LC Facility Letter of Credit it
         shall be the LC Facility Issuing Lender with respect thereto and (y) if
         such LC Facility Lender fails to so promptly notify Borrower and
         Administrative Agent or declines to issue such LC Facility Letter of
         Credit, Borrower may request Administrative Agent or another LC
         Facility Lender to be the LC Facility Issuing Lender with respect to
         such LC Facility Letter of Credit in accordance with the provisions of
         this subsection 3.1B.

                  (iv) Issuance of Letter of Credit. Upon satisfaction or waiver
         (in accordance with subsection 10.6) of the conditions set forth in
         subsection 4.4, the Issuing Lender shall issue the requested Letter of
         Credit in accordance with the Issuing Lender's standard operating
         procedures.

                  (v) Notification to Revolving Lenders and LC Facility Lenders.
         Upon the issuance of or amendment to any Letter of Credit the
         applicable Issuing Lender shall promptly notify Administrative Agent
         and Borrower of such issuance or amendment in writing and such notice
         shall be accompanied by a copy of such Letter of Credit or amendment.
         Upon receipt of such notice (or, if Administrative Agent is the Issuing
         Lender, together with such notice), Administrative Agent shall notify
         each Revolving Lender or LC Facility Lender, as the case may be, in
         writing of such issuance or amendment and the amount of such Revolving
         Lender's or LC Facility Lender's, as the case may be, respective
         participation in such Letter of Credit or amendment.

                  C. PURCHASE OF PARTICIPATIONS IN LETTERS OF CREDIT.
Immediately upon the issuance of (i) each Revolving Letter of Credit, each
Revolving Lender shall be deemed to, and



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hereby agrees to, have irrevocably purchased from the Revolving Issuing Lender a
participation in such Revolving Letter of Credit and any drawings honored
thereunder in an amount equal to such Revolving Lender's Pro Rata Share of the
maximum amount that is or at any time may become available to be drawn
thereunder and (ii) each LC Facility Letter of Credit, each LC Facility Lender
shall be deemed to, and hereby agrees to, have irrevocably purchased from the LC
Facility Issuing Lender a participation in such LC Facility Letter of Credit and
any drawings honored thereunder in an amount equal to such LC Facility Lender's
Pro Rata Share of the maximum amount that is or at any time may become available
to be drawn thereunder; provided that any LC Facility Lender may elect to
purchase from such LC Facility Issuing Lender a certificate of deposit (each a
"LC FACILITY CERTIFICATE OF DEPOSIT" and collectively, the "LC FACILITY
CERTIFICATES OF DEPOSIT") for such LC Facility Letter of Credit in an amount
equal to such LC Facility Lender's Pro Rata Share of the maximum amount that is
or at any time may become available to be drawn thereunder, but such purchase of
such LC Facility Certificates of Deposit, if any, shall not in any way limit any
of such LC Facility Lender's obligations under this Agreement including, without
limitation, under subsection 3.3.

Any arrangements with respect to any such LC Certificates of Deposit shall be
reasonably satisfactory to each of the applicable Issuing Lender, the
Administrative Agent and the applicable LC Facility Lender.

         3.2      LETTER OF CREDIT FEES.

                  Borrower agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

                  (i) with respect to any Revolving Letter of Credit, (a) a
         fronting fee, payable directly to the applicable Revolving Issuing
         Lender for its own account, equal to 0.25% per annum of the daily
         amount available to be drawn under such Revolving Letter of Credit and
         (b) a letter of credit fee, payable to Administrative Agent for the
         account of Revolving Lenders, equal to the applicable LIBOR Rate Margin
         for the Revolving Loans multiplied by the daily amount available to be
         drawn under such Revolving Letter of Credit, each such fronting fee or
         letter of credit fee to be payable in arrears on and to (but excluding)
         the last Business Day of March, June, September and December of each
         year and computed on the basis of a 360-day year for the actual number
         of days elapsed;

                  (ii) with respect to any LC Facility Letter of Credit, (a) a
         fronting fee, payable directly to the applicable LC Facility Issuing
         Lender for its own account, equal to 0.25% per annum of the daily
         amount available to be drawn under such LC Facility Letter of Credit
         and (b) a letter of credit facility fee, payable to Administrative
         Agent for the account of LC Facility Lenders, equal to the applicable
         LIBOR Rate Margin for the Term B Loans multiplied by the daily amount
         of the difference between (x) LC Facility Commitments less (y) any
         outstanding LC Facility Loans, each such fronting fee or letter of
         credit fee to be payable in arrears on and to (but excluding) the last
         Business Day of March, June, September and December of each year and
         computed on the basis of a 360-day year for the actual number of days
         elapsed; and



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                  (iii) with respect to the issuance, amendment or transfer of
         each Letter of Credit and each payment of a drawing made thereunder
         (without duplication of the fees payable under clause (i) above),
         documentary and processing charges payable directly to the applicable
         Issuing Lender for its own account in accordance with such Issuing
         Lender's standard schedule for such charges in effect at the time of
         such issuance, amendment, transfer or payment, as the case may be.

                  (iv) For purposes of calculating any fees payable under clause
         (i) of this subsection 3.2, the daily amount available to be drawn
         under any Letter of Credit shall be determined as of the close of
         business on any date of determination. Promptly upon receipt by
         Administrative Agent of any amount described in clause (i)(b) or clause
         (ii)(b) of this subsection 3.2, Administrative Agent shall distribute
         to each Revolving Lender or LC Facility Lender, as the case may be, its
         Pro Rata Share of such amount.

         3.3      DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF
                  CREDIT.

                  A. RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS.
In determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

                  B. REIMBURSEMENT BY BORROWER OF AMOUNTS PAID UNDER LETTERS OF
CREDIT.

                  (i) Reimbursement by Borrower of Amounts Paid Under Revolving
         Letters of Credit. In the event a Revolving Issuing Lender has
         determined to honor a drawing under a Revolving Letter of Credit issued
         by it, such Revolving Issuing Lender shall immediately notify Borrower
         and Administrative Agent, and Borrower shall reimburse such Revolving
         Issuing Lender on "REVOLVING LC REIMBURSEMENT DATE") in an amount in
         Dollars and in same day funds equal to the amount of such payment;
         provided that, anything contained in this Agreement to the contrary
         notwithstanding, (a) unless Borrower shall have notified Administrative
         Agent and such Revolving Issuing Lender prior to 10:00 A.M. (New York
         City time) on the date such drawing is honored that Borrower intends to
         reimburse such Revolving Issuing Lender for the amount of such payment
         with funds other than the proceeds of Revolving Loans, Borrower shall
         be deemed to have given a timely Notice of Borrowing to Administrative
         Agent requesting Revolving Lenders to make Revolving Loans that are
         Base Rate Loans on the Revolving LC Reimbursement Date in an amount in
         Dollars equal to the amount of such payment and (b) subject to
         satisfaction or waiver of the conditions specified in subsection 4.3B,
         Revolving Lenders shall, on the Revolving LC Reimbursement Date, make
         Revolving Loans that are Base Rate Loans in the amount of such payment,
         the proceeds of which shall be applied directly by Administrative Agent
         to reimburse such Revolving Issuing Lender for the amount of such
         payment; and provided, further, that if for any reason proceeds of
         Revolving Loans are not received by such Revolving Issuing Lender on
         the Revolving LC Reimbursement Date in an amount equal to the amount of
         such payment, Borrower shall reimburse such Revolving Issuing Lender,
         on demand, in an amount in



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         same day funds equal to the excess of the amount of such payment over
         the aggregate amount of such Revolving Loans, if any, which are so
         received. Nothing in this subsection 3.3B(i) shall be deemed to relieve
         any Revolving Lender from its obligation to make Revolving Loans on the
         terms and conditions set forth in this Agreement, and Borrower shall
         retain any and all rights it may have against any Revolving Lender
         resulting from the failure of such Revolving Lender to make such
         Revolving Loans under this subsection 3.3B.

                  (ii) Reimbursement by Borrower of Amounts Paid Under LC
         Facility Letters of Credit. In the event a LC Facility Issuing Lender
         has determined to honor a drawing under a LC Facility Letter of Credit
         issued by it, such LC Facility Issuing Lender shall immediately notify
         Borrower and Administrative Agent, and Borrower shall reimburse such LC
         Facility Issuing Lender on or before the Business Day immediately
         following the date on which such drawing is honored (the "LC FACILITY
         LETTER OF CREDIT REIMBURSEMENT DATE") in an amount in Dollars and in
         same day funds equal to the amount of such payment; provided that,
         anything contained in this Agreement to the contrary notwithstanding,
         (a) unless Borrower shall have notified Administrative Agent and such
         LC Credit Facility Issuing Lender prior to 10:00 A.M. (New York City
         time) on the date such drawing is honored that Borrower intends to
         reimburse such LC Facility Issuing Lender for the amount of such
         payment with funds other than the proceeds of LC Facility Loans,
         Borrower shall be deemed to have given a timely Notice of Borrowing to
         Administrative Agent requesting LC Facility Issuing Lenders to make LC
         Facility Loans that are Base Rate Loans on the LC Facility Letter of
         Credit Reimbursement Date in an amount in Dollars equal to the amount
         of such payment and (b) subject to satisfaction or waiver of the
         conditions specified in subsection 4.3B, LC Facility Lenders shall, on
         the LC Facility Letter of Credit Reimbursement Date, make LC Facility
         Loans that are Base Rate Loans in the amount of such payment, the
         proceeds of which shall be applied directly by Administrative Agent to
         reimburse such LC Facility Issuing Lender for the amount of such
         payment; and provided, further, that if for any reason proceeds of LC
         Facility Loans are not received by such LC Facility Issuing Lender on
         the LC Facility Letter of Credit Reimbursement Date in an amount equal
         to the amount of such payment, Borrower shall reimburse such LC
         Facility Issuing Lender, on demand, in an amount in same day funds
         equal to the excess of the amount of such payment over the aggregate
         amount of such LC Facility Loans, if any, which are so received.
         Nothing in this subsection 3.3B(ii) shall be deemed to relieve any LC
         Facility Lender from its obligation to make LC Facility Loans on the
         terms and conditions set forth in this Agreement, and Borrower shall
         retain any and all rights it may have against any LC Facility Lender
         resulting from the failure of such LC Facility Lender to make such LC
         Facility Loans under this subsection 3.3B.

                  C. PAYMENT BY LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER
LETTERS OF CREDIT.

                  (i) (a) Payment by Revolving Lenders. In the event that
         Borrower shall fail for any reason to reimburse any Revolving Issuing
         Lender as provided in subsection 3.3B(i) in an amount equal to the
         amount of any payment by such Revolving



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         Issuing Lender under a Revolving Letter of Credit issued by it, such
         Revolving Issuing Lender shall promptly notify Administrative Agent who
         will notify each other Revolving Lender of the unreimbursed amount of
         such honored drawing and of such other Revolving Lender's respective
         participation therein based on such Revolving Lender's Pro Rata Share.
         Each Revolving Lender shall make available to Administrative Agent for
         the benefit of such Revolving Issuing Lender an amount equal to its
         respective participation, in Dollars and in same day funds, at the
         Funding and Payment Office, not later than 12:00 Noon (New York City
         time) on the first business day after the date notified by
         Administrative Agent. In the event that any Revolving Lender fails to
         make available to Administrative Agent for the benefit of such
         Revolving Issuing Lender on such business day the amount of such
         Revolving Lender's participation in such Revolving Letter of Credit as
         provided in this subsection 3.3C(i)(a), such Revolving Issuing Lender
         shall be entitled to recover such amount on demand from such Revolving
         Lender together with interest thereon at the rate customarily used by
         such Revolving Issuing Lender for the correction of errors among banks
         for three Business Days and thereafter at the Base Rate. Nothing in
         this subsection 3.3C(i)(a) shall be deemed to prejudice the right of
         any Revolving Lender to recover from any Revolving Issuing Lender any
         amounts made available by such Revolving Lender to such Revolving
         Issuing Lender pursuant to this subsection 3.3C(i)(a) in the event that
         it is determined by the final judgment of a court of competent
         jurisdiction that the payment with respect to a Letter of Credit by
         such Revolving Issuing Lender in respect of which payment was made by
         such Revolving Lender constituted gross negligence or willful
         misconduct on the part of such Revolving Issuing Lender.

                           (b) Payment by LC Facility Lenders. In the event that
                  Borrower shall fail for any reason to reimburse any LC
                  Facility Issuing Lender as provided in subsection 3.3B(ii) in
                  an amount equal to the amount of any payment by such LC
                  Facility Issuing Lender under a LC Facility Letter of Credit
                  issued by it, such LC Facility Issuing Lender shall promptly
                  notify Administrative Agent who will notify each other LC
                  Facility Lender of the unreimbursed amount of such honored
                  drawing and of such other LC Facility Lender's respective
                  participation therein based on such LC Facility Lender's Pro
                  Rata Share. Each LC Facility Lender shall make available to
                  Administrative Agent for the benefit of such LC Facility
                  Issuing Lender an amount equal to its respective
                  participation, in Dollars and in same day funds, at the
                  Funding and Payment Office, not later than 12:00 Noon (New
                  York City time) on the first business day after the date
                  notified by Administrative Agent. In the event that any LC
                  Facility Lender fails to make available to Administrative
                  Agent for the benefit of such LC Facility Issuing Lender on
                  such business day the amount of such LC Facility Lender's
                  participation in such Letter of Credit as provided in this
                  subsection 3.3C(i)(b), such LC Facility Issuing Lender shall
                  be entitled to recover such amount on demand from such LC
                  Facility Lender together with interest thereon at the rate
                  customarily used by such LC Facility Issuing Lender for the
                  correction of errors among banks for three Business Days and
                  thereafter at the Base Rate. Nothing in this subsection
                  3.3C(i)(b) shall be deemed to prejudice the right of any
                  Lender to



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                  recover from any LC Facility Issuing Lender any amounts made
                  available by such LC Facility Lender to such LC Facility
                  Issuing Lender pursuant to this subsection 3.3C(i)(b) in the
                  event that it is determined by the final judgment of a court
                  of competent jurisdiction that the payment with respect to a
                  LC Facility Letter of Credit by such LC Facility Issuing
                  Lender in respect of which payment was made by such LC
                  Facility Lender constituted gross negligence or willful
                  misconduct on the part of such LC Facility Issuing Lender.

                  (ii) Distribution to Lenders of Reimbursements Received From
         Borrower. In the event any Issuing Lender shall have been reimbursed by
         other Revolving Lenders or LC Facility Lender, as the case may be,
         pursuant to subsection 3.3C(i) for all or any portion of any payment by
         such Issuing Lender under a Letter of Credit issued by it, such Issuing
         Lender shall distribute to the Administrative Agent on behalf of each
         other Revolving Lender or LC Facility Lender as the case may be, that
         has paid all amounts payable by it under subsection 3.3C(i) with
         respect to such payment such other Revolving Lender's Pro Rata Share or
         LC Facility Lender's Pro Rata Share, as the case may be, of all
         payments subsequently received by such Issuing Lender from Borrower in
         reimbursement of such payment under the Letter of Credit when such
         payments are received. Any such distribution shall be made to a
         Revolving Lender or LC Facility Lender as the case may be.

                  D. INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  (i) Payment of Interest by Borrower. Borrower agrees to pay to
         each Issuing Lender, with respect to payments under any Letters of
         Credit issued by it, interest on the amount paid by such Issuing Lender
         in respect of each such payment from the date a drawing is honored to
         but excluding the date such amount is reimbursed by Borrower (including
         any such reimbursement out of the proceeds of Revolving Loans pursuant
         to subsection 3.3B) at a rate equal to (a) with respect to Revolving
         Letters of Credit, (1) for the period from the date such drawing is
         honored to but excluding the Reimbursement Date, the rate then in
         effect under this Agreement with respect to Revolving Loans that are
         Base Rate Loans and (2) thereafter, a rate which is 2% per annum in
         excess of the rate of interest otherwise payable under this Agreement
         with respect to Revolving Loans that are Base Rate Loans and (b) with
         respect to LC Facility Letters of Credit, (1) for the period from the
         date such drawing is honored to but excluding the Reimbursement Date,
         the rate then in effect under this Agreement with respect to Term B
         Loans that are Base Rate Loans and (2) thereafter, a rate which is 2%
         per annum in excess of the rate of interest otherwise payable under
         this Agreement with respect to Term B Loans that are Base Rate Loans.
         Interest payable pursuant to this subsection 3.3D(i) shall be computed
         on the basis of a 360-day year for the actual number of days elapsed in
         the period during which it accrues and shall be payable on demand or,
         if no demand is made, on the date on which the related drawing under a
         Letter of Credit is reimbursed in full.

                  (ii) Distribution of Interest Payments by Issuing Lender.
         Promptly upon receipt by any Issuing Lender of any payment of interest
         pursuant to subsection 3.3D(i) with respect to a payment under a Letter
         of Credit issued by it, (a) such Issuing Lender



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         shall distribute to Administrative Agent on behalf of each other
         Revolving Lender or LC Facility Lender, as the case may be, out of the
         interest received by such Issuing Lender in respect of the period from
         the date such drawing is honored to but excluding the date on which
         such Issuing Lender is reimbursed for the amount of such payment
         (including any such reimbursement out of the proceeds of Revolving
         Loans pursuant to subsection 3.3B), the amount that such other
         Revolving Lender or LC Facility Lender, as the case may be, would have
         been entitled to receive in respect of the letter of credit fee that
         would have been payable in respect of such Letter of Credit for such
         period pursuant to subsection 3.2 if no drawing had been honored under
         such Letter of Credit, and (b) in the event such Issuing Lender shall
         have been reimbursed by other Revolving Lenders or LC Facility Lender,
         as the case may be, pursuant to subsection 3.3C(i) for all or any
         portion of such payment, such Issuing Lender shall distribute to
         Administrative Agent on behalf of each other Revolving Lender or LC
         Facility Lender, as the case may be, that has paid all amounts payable
         by it under subsection 3.3C(i) with respect to such payment such other
         Revolving Lender's Pro Rata Share or LC Facility Lender's Pro Rata
         Share, as the case may be, of any interest received by such Issuing
         Lender in respect of that portion of such payment so reimbursed by
         other Revolving Lenders or LC Facility Lender, as the case may be, for
         the period from the date on which such Issuing Lender was so reimbursed
         by other Revolving Lenders or LC Facility Lenders, as the case may be,
         to but excluding the date on which such portion of such payment is
         reimbursed by Borrower. Administrative Agent shall distribute any such
         amounts to a Revolving Lender or LC Facility Lender, as the case may
         be.

         3.4      OBLIGATIONS ABSOLUTE.

                  The obligation of Borrower to reimburse each Revolving Issuing
Lender and each LC Facility Lender, as the case may be, for payments under the
Letters of Credit issued by it and to repay any Revolving Loans made by
Revolving Lenders pursuant to subsection 3.3B(i) and any LC Facility Loans made
by LC Facility Lenders pursuant to subsection 3.3B(ii), as the case may be, and
the obligations of Revolving Lenders and LC Facility Lenders, as the case may
be, under subsection 3.3C(i) and 3.3C(ii), respectively, shall be unconditional
and irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following circumstances:

                  (i) any lack of validity or enforceability of any Letter of
         Credit;

                  (ii) the existence of any claim, set-off, defense or other
         right which Borrower or any Lender may have at any time against a
         beneficiary or any transferee of any Letter of Credit (or any Persons
         for whom any such transferee may be acting), any Issuing Lender or
         other Revolving Lender or LC Facility Lender or any other Person or, in
         the case of a Revolving Lender or LC Facility Lender, against Borrower,
         whether in connection with this Agreement, the transactions
         contemplated herein or any unrelated transaction (including any
         underlying transaction between Borrower or one of its Subsidiaries and
         the beneficiary for which any Letter of Credit was procured);



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                  (iii) any draft or 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) payment by the applicable Issuing Lender under any Letter
         of Credit against presentation of a draft or other document which does
         not substantially comply with the terms of such Letter of Credit;

                  (v) any adverse change in the business, operations,
         properties, assets, condition (financial or otherwise) or prospects of
         Parent or any of its Subsidiaries;

                  (vi) any breach of this Agreement or any other Loan Document
         by any party thereto;

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing; or

                  (viii) the fact that an Event of Default or a Potential Event
         of Default shall have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

         3.5      NATURE OF ISSUING LENDERS' DUTIES.

                  As between Borrower and any Issuing Lender, Borrower assumes
all risks of the acts and omissions of, or misuse of the Letters of Credit
issued by such Issuing Lender by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, such Issuing
Lender shall not be responsible for: (i) the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of any such Letter of Credit,
even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
any such Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) failure of the beneficiary of any such Letter of Credit to
comply fully with any conditions required in order to draw upon such Letter of
Credit; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether
or not they be in cipher; (v) errors in interpretation of technical terms; (vi)
any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of
Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of such Issuing Lender,
including any act or omission by a



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Government Authority, and none of the above shall affect or impair, or prevent
the vesting of, any of such Issuing Lender's rights or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions set forth in the first paragraph of this subsection 3.5, any
action taken or omitted by any Issuing Lender under or in connection with the
Letters of Credit issued by it or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not put such Issuing Lender
under any resulting liability to Borrower.

                  Notwithstanding anything to the contrary contained in this
subsection 3.5, Borrower shall retain any and all rights it may have against any
Issuing Lender for any liability arising solely out of the gross negligence or
willful misconduct of such Issuing Lender, as determined by a final judgment of
a court of competent jurisdiction.

SECTION 4. CONDITIONS TO LOANS AND LETTERS OF CREDIT

                  The obligations of Lenders to make Loans and the issuance of
Letters of Credit hereunder are subject to the satisfaction of the following
conditions.

         4.1      CONDITIONS TO INITIAL LOANS.

                  The obligations of Lenders to make the Term B Loans and any
Revolving Loans to be made on the Closing Date are, in addition to the
conditions precedent specified in subsection 4.3, subject to prior or concurrent
satisfaction of the following conditions:

                  A. LOAN PARTY DOCUMENTS. On or before the Closing Date,
Borrower shall, and shall cause each other Loan Party to, deliver to Lenders (or
to Administrative Agent with sufficient originally executed copies, where
appropriate, for each Lender) the following with respect to Borrower or such
Loan Party, as the case may be, each, unless otherwise noted, dated the Closing
Date:

                  (i) Copies of the Organizational Documents of such Person, (A)
         in the case of Borrower and Parent, certified by the Secretary of State
         of its jurisdiction of organization or, if such document is of a type
         that may not be so certified, certified by the secretary or similar
         officer of Borrower or Parent, as the case may be, and (B) in the case
         of any other Loan Party, certified by the secretary or similar officer
         of the applicable Loan Party, together with a good standing certificate
         from the Secretary of State of its jurisdiction of organization and
         each other state in which such Person is qualified to do business and,
         to the extent generally available, a certificate or other evidence of
         good standing as to payment of any applicable franchise or similar
         taxes from the appropriate taxing authority of each of such
         jurisdictions, each dated a recent date prior to the Closing Date;

                  (ii) Resolutions of the Governing Body of such Person
         approving and authorizing the execution, delivery and performance of
         the Loan Documents to which it is a party, certified as of the Closing
         Date by the secretary or similar officer of such Person as being in
         full force and effect without modification or amendment;



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                  (iii) Signature and incumbency certificates of the officers of
         such Person executing the Loan Documents to which it is a party;

                  (iv) Executed originals of the Loan Documents to which such
         Person is a party; and

                  (v) Such other documents as Administrative Agent or
         Co-Arrangers may reasonably request.

                  B. FEES. Borrower shall have paid to Administrative Agent, for
distribution (as appropriate) to Administrative Agent and Lenders, the fees
payable on the Closing Date referred to in subsection 2.3.

                  C. CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP.

                  (i) Corporate Structure. The corporate organizational
         structure of Holdings and its Subsidiaries, after giving effect to the
         Merger, shall be as set forth on Schedule 4.1C annexed hereto.

                  (ii) Capital Structure and Ownership. The capital structure
         and ownership of Holdings and its Subsidiaries, after giving effect to
         the Merger, shall be and as set forth on Schedule 4.1C annexed hereto.

                  D. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.
Borrower shall have delivered to Administrative Agent an Officer's Certificate,
in form and substance satisfactory to Administrative Agent, to the effect that
the representations and warranties in Section 5 are true, correct and complete
in all material respects on and as of the Closing Date to the same extent as
though made on and as of that date (or, to the extent such representations and
warranties specifically relate to an earlier date, that such representations and
warranties were true, correct and complete in all material respects on and as of
such earlier date) and that Borrower shall have performed in all material
respects all agreements and satisfied all conditions which this Agreement
provides shall be performed or satisfied by it on or before the Closing Date
except as otherwise disclosed to and agreed to in writing by Administrative
Agent.

                  E. FINANCIAL STATEMENTS; PRO FORMA FINANCIAL STATEMENTS. On or
before the Closing Date, Administrative Agent shall have received from Borrower
(i) audited financial statements of Parent and its Subsidiaries for the fiscal
year ended December 31, 2001, including balance sheets and income and cash flow
statements, audited by KPMG LLP and prepared in conformity with GAAP, together
with such accountants' report thereon, (ii) unaudited interim financial
statements of Parent and its Subsidiaries for the fiscal quarter ended June 30,
2002, (iii) a pro forma balance sheet of Parent and its Subsidiaries as of the
Closing Date, giving effect to the Merger and the transactions contemplated by
this Agreement, and (iv) projected financial statements (including balance
sheets, income and cash flow statements) of Parent and its Subsidiaries for the
6-year period after the Closing Date, giving effect to the Merger and the
transactions contemplated by this Agreement, all of the foregoing in form and
substance satisfactory to Co-Arrangers.



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<PAGE>

                  F. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders shall have
received originally executed copies of a written opinion of Mayer, Brown, Rowe &
Maw, counsel for the Loan Parties, in form and substance reasonably satisfactory
to Administrative Agent and its counsel, dated as of the Closing Date and
setting forth substantially the matters in the opinions designated in Exhibit X
annexed hereto and as to such other matters as Administrative Agent acting on
behalf of Lenders may reasonably request (this Credit Agreement constituting a
written request by Borrower to such counsel to deliver such opinions to
Lenders).

                  G. OPINIONS OF ADMINISTRATIVE AGENT'S COUNSEL. Lenders shall
have received originally executed copies of one or more favorable written
opinions of O'Melveny & Myers LLP, counsel to Administrative Agent, dated as of
the Closing Date, substantially in the form of Exhibit XI annexed hereto.

                  H. SOLVENCY ASSURANCES. On the Closing Date, Administrative
Agent and Lenders shall have received a Financial Condition Certificate dated
the Closing Date and signed by the chief financial officer of Borrower,
substantially in the form of Exhibit XIII annexed hereto and with appropriate
attachments, in each case demonstrating that, after giving effect to the
consummation of the transactions contemplated by the Loan Documents, each of
Parent, Borrower and each Subsidiary Guarantor will be Solvent.

                  I. EVIDENCE OF INSURANCE. Administrative Agent shall have
received a certificate from Borrower's insurance broker or other evidence
satisfactory to it that all insurance required to be maintained pursuant to
subsection 6.4 is in full force and effect and that Administrative Agent on
behalf of Lenders has been named as additional insured and/or loss payee
thereunder to the extent required under subsection 6.4.

                  J. NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS;
EXPIRATION OF WAITING PERIODS, ETC. Borrower shall have obtained all material
Governmental Authorizations and all consents of other Persons, in each case that
are necessary or advisable in connection with the transactions contemplated by
the Loan Documents and the continued operation of the business conducted by
Parent and its Subsidiaries in substantially the same manner as conducted prior
to the Closing Date. Each such Governmental Authorization and consent shall be
in full force and effect, except in a case where the failure to obtain or
maintain a Governmental Authorization or consent, either individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. All applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority that would restrain,
prevent or otherwise impose material adverse conditions on the transactions
contemplated by the Loan Documents or the financing thereof. No action, request
for stay, petition for review or rehearing, reconsideration, or appeal with
respect to any of the foregoing shall be pending, and the time for any
applicable Government Authority to take action to set aside its consent on its
own motion shall have expired.

                  K. ENVIRONMENTAL REPORTS. Administrative Agent shall have
received reports and other information, in form, scope and substance
satisfactory to Administrative Agent, regarding environmental matters relating
to the Facilities, which reports shall include a Phase I environmental
assessment for each of the Facilities listed in Schedule 4.1K annexed hereto



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which (a) conforms to the ASTM Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process, E 1527, and (b) was
conducted no more than six months prior to the Closing Date by one or more
environmental consulting firms reasonably satisfactory to Administrative Agent
and (c) includes an assessment of asbestos-containing materials at such
Facilities.

                  L. SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY.
Administrative Agent shall have received evidence satisfactory to it that each
Loan Party shall have taken or caused to be taken all such actions, executed and
delivered or caused to be executed and delivered all such agreements, documents
and instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (ii), (iii)
and (iv) below) that may be necessary or, in the opinion of Administrative
Agent, desirable in order to create in favor of Administrative Agent, for the
benefit of Lenders, a valid and (upon such filing and recording) perfected First
Priority security interest in the entire personal and mixed property Collateral.
Such actions shall include the following:

                  (i) Stock Certificates and Instruments. Delivery to
         Administrative Agent of (a) certificates (which certificates shall be
         accompanied by irrevocable undated stock powers, duly endorsed in blank
         and otherwise satisfactory in form and substance to Administrative
         Agent) representing all Capital Stock pledged pursuant to the Security
         Agreement and (b) all promissory notes or other instruments (duly
         endorsed, where appropriate, in a manner satisfactory to Administrative
         Agent) evidencing any Collateral;

                  (ii) Lien Searches and UCC Termination Statements. Delivery to
         Administrative Agent of (a) the results of a recent search, by a Person
         satisfactory to Administrative Agent, of all effective UCC financing
         statements and fixture filings and all judgment and tax lien filings
         which may have been made with respect to any personal or mixed property
         of any Loan Party, together with copies of all such filings disclosed
         by such search, and (b) UCC termination statements duly executed by all
         applicable Persons for filing in all applicable jurisdictions as may be
         necessary to terminate any effective UCC financing statements or
         fixture filings disclosed in such search (other than any such financing
         statements or fixture filings in respect of Liens permitted to remain
         outstanding pursuant to the terms of this Agreement).

                  (iii) UCC Financing Statements and Fixture Filings. Delivery
         to Administrative Agent of UCC financing statements and, where
         appropriate, fixture filings, duly executed by each applicable Loan
         Party (if required) with respect to all personal and mixed property
         Collateral of such Loan Party, for filing in all jurisdictions as may
         be necessary or, in the opinion of Administrative Agent, desirable to
         perfect the security interests created in such Collateral pursuant to
         the Collateral Documents;

                  (iv) PTO Cover Sheets, Etc. Delivery to Administrative Agent
         of all cover sheets or other documents or instruments required to be
         filed with the PTO in order to create or perfect Liens in respect of
         any IP Collateral;



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<PAGE>

                  (v) Opinions of Local Counsel. Delivery to Administrative
         Agent of an opinion of counsel (which counsel shall be reasonably
         satisfactory to Administrative Agent) under the laws of each
         jurisdiction in which any Loan Party or any personal or mixed property
         Collateral is located with respect to the creation and perfection of
         the security interests in favor of Administrative Agent in such
         Collateral and such other matters governed by the laws of such
         jurisdiction regarding such security interests as Administrative Agent
         may reasonably request, in each case in form and substance reasonably
         satisfactory to Administrative Agent.

                  M. CLOSING DATE MORTGAGES; CLOSING DATE MORTGAGE POLICIES;
ETC. Administrative Agent shall have received from Borrower and each applicable
Subsidiary Guarantor:

                  (i) Closing Date Mortgages. Fully executed and notarized
         Mortgages (each a "CLOSING DATE MORTGAGE" and, collectively, the
         "CLOSING DATE MORTGAGES"), in proper form for recording in all
         appropriate places in all applicable jurisdictions, encumbering each
         Real Property Asset listed in Schedule 4.1M annexed hereto (each a
         "CLOSING DATE MORTGAGED PROPERTY" and, collectively, the "CLOSING DATE
         MORTGAGED PROPERTIES");

                  (ii) Opinions of Local Counsel. An opinion of counsel (which
         counsel shall be reasonably satisfactory to Administrative Agent) in
         each state in which a Closing Date Mortgaged Property is located with
         respect to the enforceability of the form(s) of Closing Date Mortgages
         to be recorded in such state and such other matters as Administrative
         Agent may reasonably request, in each case in form and substance
         reasonably satisfactory to Administrative Agent;

                  (iii) Title Insurance. (a) ALTA mortgagee title insurance
         policies or unconditional commitments therefor (the "CLOSING DATE
         MORTGAGE POLICIES") issued by the Title Company with respect to the
         Closing Date Mortgaged Properties listed in Part A of Schedule 4.1M
         annexed hereto, in amounts not less than the respective amounts
         designated therein with respect to any particular Closing Date
         Mortgaged Properties, insuring fee simple title to, or a valid
         leasehold interest in, each such Closing Date Mortgaged Property vested
         in such Loan Party and assuring Administrative Agent that the
         applicable Closing Date Mortgages create valid and enforceable First
         Priority mortgage Liens on the respective Closing Date Mortgaged
         Properties encumbered thereby, subject only to a Permitted Encumbrance,
         a standard survey exception, and any other matters approved in writing
         by Administrative Agent for inclusion in the Closing Date Mortgage
         Policies, which Closing Date Mortgage Policies (1) shall include an
         endorsement for mechanics' liens, for future advances under this
         Agreement and for any other matters reasonably requested by
         Administrative Agent and (2) shall provide for affirmative insurance
         and such reinsurance as Administrative Agent may reasonably request,
         all of the foregoing in form and substance reasonably satisfactory to
         Administrative Agent; and (b) evidence satisfactory to Administrative
         Agent that such Loan Party has (i) delivered to the Title Company all
         certificates and affidavits required by the Title Company in connection
         with the issuance of the Closing Date Mortgage Policies and (ii) paid
         to the Title Company or to the appropriate governmental authorities



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<PAGE>

         all expenses and premiums of the Title Company in connection with the
         issuance of the Closing Date Mortgage Policies and all recording and
         stamp taxes (including mortgage recording and intangible taxes) payable
         in connection with recording the Closing Date Mortgages in the
         appropriate real estate records;

                  (iv) Title Reports. With respect to each Closing Date
         Mortgaged Property listed in Part B of Schedule 4.1M annexed hereto, a
         title report issued by the Title Company with respect thereto, dated
         not more than 30 days prior to the Closing Date and satisfactory in
         form and substance to Administrative Agent;

                  (v) Copies of Documents Relating to Title Exceptions. Copies
         of all recorded documents listed as exceptions to title or otherwise
         referred to in the Closing Date Mortgage Policies (except for any
         recorded documents in connection with Permitted Encumbrances) to the
         extent such documents are not delivered with the title reports
         delivered pursuant to subsection 4.1M(iv);

                  (vi) Matters Relating to Flood Hazard Properties. (a)
         Evidence, which may be in the form of a letter from an insurance broker
         or a municipal engineer, as to whether (1) any Closing Date Mortgaged
         Property is a Flood Hazard Property and (2) the community in which any
         such Flood Hazard Property is located is participating in the National
         Flood Insurance Program, (b) if there are any such Flood Hazard
         Properties, such Loan Party's written acknowledgement of receipt of
         written notification from Administrative Agent (1) as to the existence
         of each such Flood Hazard Property and (2) as to whether the community
         in which each such Flood Hazard Property is located is participating in
         the National Flood Insurance Program, and (c) in the event any such
         Flood Hazard Property is located in a community that participates in
         the National Flood Insurance Program, evidence that Borrower has
         obtained flood insurance in respect of such Flood Hazard Property to
         the extent required under the applicable regulations of the Board of
         Governors of the Federal Reserve System; and

                  (vii) Environmental Indemnity. If requested by Administrative
         Agent, an environmental indemnity agreement, satisfactory in form and
         substance to Administrative Agent and its counsel, with respect to the
         indemnification of Administrative Agent and Lenders for any liabilities
         that may be imposed on or incurred by any of them as a result of any
         Hazardous Materials Activity.

                  N. MATTERS RELATING TO EXISTING INDEBTEDNESS OF BORROWER AND
ITS SUBSIDIARIES.

                  (i) Termination of Existing Credit Agreement and Related
         Liens; Existing Letters of Credit. On the Closing Date, Borrower and
         its Subsidiaries shall have (a) repaid in full all Indebtedness
         outstanding under the Existing Credit Agreement (the aggregate
         principal amount of which Indebtedness shall not exceed $20,050,700),
         (b) terminated any commitments to lend or make other extensions of
         credit thereunder, (c) delivered to Administrative Agent all documents
         or instruments necessary to release all Liens securing Indebtedness or
         other obligations of Parent and its Subsidiaries



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<PAGE>

         thereunder, and (d) made arrangements satisfactory to Administrative
         Agent with respect to the cancellation of any letters of credit
         outstanding thereunder or the issuance of Letters of Credit to support
         the obligations of Parent and its Subsidiaries with respect thereto.

                  (ii) Redemption of Existing Notes. Borrower shall have
         redeemed certain Existing Notes for aggregate consideration, including
         accrued interest and premiums, not to exceed $142,200,000.

                  (iii) Existing Indebtedness to Remain Outstanding.
         Administrative Agent shall have received an Officer's Certificate of
         Borrower stating that, after giving effect to the transactions
         described in this subsection 4.1N, the Indebtedness of the Loan Parties
         (other than Indebtedness under the Loan Documents, the Senior
         Subordinated Note Indenture and the Parent Junior Subordinated Note
         Indenture) shall not exceed $25,000,000 and shall be Indebtedness
         permitted pursuant to subsection 7.1. The terms and conditions of such
         Indebtedness shall be in form and substance satisfactory to
         Administrative Agent.

                  O. RELATED AGREEMENTS. Administrative Agent shall have
received a fully executed or conformed copy of the Merger Agreement and each
other Related Agreement and any documents executed in connection therewith, and
the Merger Agreement and each other Related Agreement shall be in full force and
effect, in compliance in all material respects with applicable laws and
regulations, and no provision thereof shall have been amended, supplemented,
waived or otherwise modified in any respect determined by Co-Arrangers to be
material, in each case without the prior written consent of Co-Arrangers.

                  P. DEBT CAPITALIZATION OF BORROWER. On or before the Closing
Date, Borrower shall have issued and sold Senior Subordinated Notes in an
aggregate principal amount of approximately $146,000,000 pursuant to
documentation reasonably satisfactory in form and substance to Co-Arrangers.

                  Q. DEBT CAPITALIZATION OF PARENT. On or before the Closing
Date, Parent shall have issued and sold Parent Junior Subordinated Notes in an
aggregate principal amount of at least $35,000,000 (which, when added to the
proceeds of the Senior Subordinated Notes and the Cash Equity Contributions
shall be not less than the amount necessary to consummate the Merger).

                  R. EQUITY CAPITALIZATION. On or before the Closing Date,
Holdings shall have received concurrently with the Merger a non-refundable cash
equity contribution (the "CASH EQUITY CONTRIBUTIONS") of not less than
$220,000,000 (up to $7,500,000 of which shall be in the form of rollover equity
from certain existing members of management of Borrower) pursuant to
documentation reasonably satisfactory in form and substance to Co-Arrangers.

                  S. USE OF PROCEEDS. Borrower shall have provided evidence
reasonably satisfactory to Co-Arrangers that the proceeds of the debt
capitalization of Borrower and Parent and the Cash Equity Contributions
described in subsections 4.1P, 4.1Q and 4.1R above (i) are in an aggregate
amount not less than the amount necessary to consummate the Merger and pay



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Merger Transaction Costs and (ii) have been irrevocably committed, prior to the
application of any Term B Loans made on the Closing Date, to the payment of the
consideration for the Merger and Merger Transaction Costs.

                  T. CONSUMMATION OF MERGER.

                  (i) All conditions to the Merger set forth in the Merger
         Agreement shall have been satisfied or the fulfillment of any such
         conditions shall have been waived and in the case of a waiver of a
         material condition, with the consent of the Co-Arrangers;

                  (ii) The Merger shall become effective concurrently with the
         making of the Loans in accordance with the terms of the Merger
         Agreement and any documents executed or delivered in connection
         therewith and in accordance with the laws of the State of Delaware; and

                  (iii) The Transaction Costs should not exceed $38,800,000, and
         Administrative Agent shall have received evidence to its satisfaction
         to such effect.

                  U. NO LITIGATION. Other than as set forth on Schedule 5.6,
there shall not be pending or threatened any Proceeding in any court or before
any arbitrator or Government Authority that could reasonably be expected to have
a Material Adverse Effect on the Loan Parties, the Merger or the transactions
contemplated by this AGREEMENT.

                  V. COMPLETION OF PROCEEDINGS. All corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.

         4.2      CONDITIONS TO SUPPLEMENTAL TERM LOANS.

                  The obligations of the Lenders making Supplemental Term Loans
to make Supplemental Term Loans shall be, in addition to the conditions
precedent specified in subsection 4.3, subject to prior or concurrent
satisfaction of each condition agreed to by Borrower, all Lenders making
Supplemental Term Loans and Administrative Agent in writing prior to the Funding
Date for such Supplemental Term Loans.

         4.3      CONDITIONS TO ALL LOANS.

                  The obligations of Lenders to make Loans on each Funding Date
are subject to the following further conditions precedent:



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<PAGE>

                  A. Administrative Agent shall have received before that
Funding Date, in accordance with the provisions of subsection 2.1B, an
originally executed Notice of Borrowing, in each case signed by a duly
authorized Officer of Borrower.

                  B. AS OF THAT FUNDING DATE:

                  (i) The representations and warranties contained herein and in
         the other Loan Documents shall be true, correct and complete in all
         material respects on and as of that Funding Date to the same extent as
         though made on and as of that date, except to the extent such
         representations and warranties specifically relate to an earlier date,
         in which case such representations and warranties shall have been true,
         correct and complete in all material respects on and as of such earlier
         date; provided that where a representation and warranty is already
         qualified as to materiality, the materiality qualifier in this clause
         shall be disregarded for purposes of this condition;

                  (ii) No event shall have occurred and be continuing or would
         result from the consummation of the borrowing contemplated by such
         Notice of Borrowing that would constitute an Event of Default or a
         Potential Event of Default;

                  (iii) Each Loan Party shall have performed in all material
         respects all agreements and satisfied all conditions which this
         Agreement provides shall be performed or satisfied by it on or before
         that Funding Date; and

                  (iv) No order, judgment or decree of any arbitrator or
         Government Authority shall purport to enjoin or restrain any Lender
         from making the Loans to be made by it on that Funding Date.

         4.4      CONDITIONS TO LETTERS OF CREDIT.

                  The issuance of any Letter of Credit hereunder (whether or not
the applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

                  A. On or before the date of issuance of the initial Letter of
Credit pursuant to this Agreement, the initial Loans shall have been made.

                  B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally executed Request for Issuance (or a facsimile
copy thereof) in each case signed by a duly authorized Officer of Borrower,
together with all other information specified in subsection 3.1B(i) and such
other documents or information as the applicable Issuing Lender may reasonably
require in connection with the issuance of such Letter of Credit.

                  C. On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.3B shall be satisfied to the same
extent as if the issuance of such Letter



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of Credit were the making of a Loan and the date of issuance of such Letter of
Credit were a Funding Date.

SECTION 5. BORROWER'S REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Agreement and to
make the Loans, to induce Issuing Lenders to issue Letters of Credit and to
induce Revolving Lenders or LC Facility Lenders, as the case may be, to purchase
participations therein, Borrower represents and warrants to each Lender:

         5.1      ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS
                  AND SUBSIDIARIES.

                  A. ORGANIZATION AND POWERS. Each Loan Party is a corporation,
partnership, trust or limited liability company duly organized and in good
standing under the laws of its jurisdiction of organization as specified in
Schedule 5.1 annexed hereto. Each Loan Party has all requisite power and
authority to own and operate its properties, to carry on its business as now
conducted and as proposed to be conducted (except, in each case, where a lack of
such corporate power and authority could not be expected to have, individually
or in the aggregate, a Material Adverse Effect), to enter into the Loan
Documents to which it is a party and to carry out the transactions contemplated
thereby.

                  B. QUALIFICATION AND GOOD STANDING. Each Loan Party is
qualified to do business and is in good standing to the extent required under
the laws of its jurisdiction of incorporation and is duly qualified to do
business and is in good standing as a foreign corporation to the extent required
under the laws of each jurisdiction where the nature of its business and
operations requires such qualification, except in jurisdictions where the
failure to be so qualified or in good standing has not had and could not
reasonably be expected to result in a Material Adverse Effect.

                  C. CONDUCT OF BUSINESS. Parent and its Subsidiaries are
engaged only in the businesses permitted to be engaged in pursuant to subsection
7.11.

                  D. SUBSIDIARIES. All of the Subsidiaries of Holdings and their
jurisdictions of organization as of the Closing Date and immediately after
giving effect to the Merger are identified in Schedule 5.1 annexed hereto, as
said Schedule 5.1 may be supplemented from time to time pursuant to the
provisions of subsection 6.1(xv). The Capital Stock of each of the Subsidiaries
of Holdings identified in Schedule 5.1 annexed hereto (as so supplemented) is a
corporation, partnership, trust or limited liability company duly authorized,
validly issued, fully paid and nonassessable and none of such Capital Stock
constitutes Margin Stock. Each of the Subsidiaries of Holdings identified in
Schedule 5.1 annexed hereto (as so supplemented) is duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
organization set forth therein, has all requisite power and authority to own and
operate its properties and to carry on its business as now conducted and as
proposed to be conducted, and is qualified to do business and in good standing
in every jurisdiction where it is necessary to carry out its business and
operations, in each case except where failure to be so qualified or in good



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standing or a lack of such power and authority has not had and could not
reasonably be expected to result in a Material Adverse Effect. Schedule 5.1
annexed hereto (as so supplemented) correctly sets forth as of the Closing Date
and immediately after giving effect to the Merger the ownership interest of
Holdings and each of its Subsidiaries in each of the Subsidiaries of Holdings
identified therein.

         5.2      AUTHORIZATION OF BORROWING, ETC.

                  A. AUTHORIZATION OF BORROWING. The execution, delivery and
performance of the Loan Documents and the Related Agreements have been duly
authorized by all necessary action on the part of each Loan Party that is a
party thereto.

                  B. NO CONFLICT. The execution, delivery and performance by the
Loan Parties of the Loan Documents and the Related Agreements to which they are
parties and the consummation of the transactions contemplated by the Loan
Documents and such Related Agreements do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to Parent
or any of its Subsidiaries, the Organizational Documents of Parent or any of its
Subsidiaries or any order, judgment or decree of any court or other Government
Authority binding on Parent or any of its Subsidiaries, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of Parent or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of Parent or any of its Subsidiaries (other than any
Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders or as otherwise permitted under this Agreement), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Parent or any of its Subsidiaries, except
for such approvals or consents which will be obtained on or before the Closing
Date and except, in each case, to the extent such violation, conflict, breach,
Lien or failure to obtain such approval or consent could not reasonably be
expected to result in a Material Adverse Effect.

                  C. GOVERNMENTAL CONSENTS. The execution, delivery and
performance by the Loan Parties of the Loan Documents to which they are parties
and the consummation of the transactions contemplated by the Loan Documents do
not and will not require any Governmental Authorization, except as has been duly
obtained and is in full force and effect unless the failure to obtain such
Governmental Authorization could not reasonably be expected to have a Material
Adverse Effect.

                  D. BINDING OBLIGATION. Each of the Loan Documents has been
duly executed and delivered by each Loan Party that is a party thereto and is
the legally valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its respective terms, except as may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
or by equitable principles (whether considered in a proceeding in equity or at
law) relating to enforceability.



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<PAGE>

                  E. VALID ISSUANCE OF SENIOR SUBORDINATED NOTES. Borrower has
the power and authority to issue the Senior Subordinated Notes. The Senior
Subordinated Notes when executed and delivered or issued and paid for, as the
case may be, will be the legally valid and binding obligations of Borrower,
enforceable against Borrower in accordance with their respective terms, except
as may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles (whether considered in a proceeding
in equity or at law) relating to enforceability. The Senior Subordinated Notes
when executed and delivered or issued and sold will either (a) have been
registered or qualified under applicable federal and state securities laws or
(b) be exempt therefrom.

                  F. VALID ISSUANCE OF PARENT JUNIOR SUBORDINATED NOTES. Parent
has the power and authority to issue the Parent Junior Subordinated Notes. The
Parent Junior Subordinated Notes when executed and delivered or issued and paid
for, as the case may be, will be the legally valid and binding obligations of
Parent, enforceable against Parent in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability. The Parent Junior Subordinated
Notes when executed and delivered or issued and sold will either (a) have been
registered or qualified under applicable federal and state securities laws or
(b) be exempt therefrom.

         5.3      FINANCIAL CONDITION.

                  Borrower has heretofore delivered to Lenders, at Lenders'
request, (i) the audited consolidated balance sheet of Parent and its
Subsidiaries as at December 31, 2001 and the related consolidated statements of
income, stockholders' equity and cash flows of Parent and its Subsidiaries for
the Fiscal Year then ended and (ii) the unaudited consolidated balance sheets of
Borrower and its Subsidiaries as at March 31, 2002 and June 30, 2002 and the
related unaudited consolidated statements of income, stockholders' equity and
cash flows of Parent and its Subsidiaries for the periods then ended. All such
statements were prepared in conformity with GAAP and fairly present, in all
material respects, the financial position (on a consolidated basis) of the
entities described in such financial statements as at the respective dates
thereof and the results of operations and cash flows (on a consolidated basis)
of the entities described therein for each of the periods then ended, subject,
in the case of any such unaudited financial statements, to changes resulting
from audit and normal year-end adjustments. Neither Parent nor any of its
Subsidiaries has any Contingent Obligation, contingent liability or liability
for taxes, long-term lease or unusual forward or long-term commitment that is
not reflected in the foregoing financial statements or the notes thereto or that
is otherwise contemplated or permitted under this Agreement and, as of any
Funding Date subsequent to the Closing Date, is not reflected in the most recent
financial statements delivered to Lenders pursuant to subsection 6.1 or the
notes thereto and that, in any such case, is material in relation to the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Parent or any of its Subsidiaries taken as a whole.



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         5.4      NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

                  Since December 31, 2001, no event or change has occurred that
has resulted in or evidences, either in any case or in the aggregate, a Material
Adverse Effect. Neither Parent nor any of its Subsidiaries has directly or
indirectly declared, ordered, paid or made, or set apart any sum or property
for, any Restricted Junior Payment or agreed to do so except as permitted by
subsection 7.5.

         5.5      TITLE TO PROPERTIES; LIENS; REAL PROPERTY; INTELLECTUAL
                  PROPERTY.

                  A. TITLE TO PROPERTIES; LIENS. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, Parent and its Subsidiaries have (i) good, sufficient and legal title to
(in the case of fee interests in real property), (ii) valid leasehold interests
in (in the case of leasehold interests in real or personal property), or (iii)
good title to (in the case of all other personal property), all of their
respective properties and assets reflected in the financial statements referred
to in subsection 5.3 or in the most recent financial statements delivered
pursuant to subsection 6.1, in each case except for assets disposed of since the
date of such financial statements in the ordinary course of business or as
otherwise permitted under subsection 7.7. Except as permitted by this Agreement
or any other Loan Document, all such properties and assets are free and clear of
Liens.

                  B. REAL PROPERTY. As of the Closing Date (and immediately
after giving effect to the Merger), Schedule 5.5B annexed hereto contains a
true, accurate and complete list of (i) all fee interests in any Real Property
Assets and (ii) all leases, subleases or assignments of leases (together with
all amendments, modifications, supplements, renewals or extensions of any
thereof) affecting each Real Property Asset, regardless of whether a Loan Party
is the landlord or tenant (whether directly or as an assignee or successor in
interest) under such lease, sublease or assignment. Except as specified in
Schedule 5.5B annexed hereto, each agreement listed in clause (ii) of the
immediately preceding sentence is in full force and effect and Borrower does not
have knowledge of any default that has occurred and is continuing thereunder,
and each such agreement constitutes the legally valid and binding obligation of
each applicable Loan Party, enforceable against such Loan Party in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles.

                  C. INTELLECTUAL PROPERTY. As of the Closing Date (and
immediately after giving effect to the Merger), Parent and its Subsidiaries own
or have the right to use, all Intellectual Property used in the conduct of their
business, except where the failure to own or have such right to use, in the
aggregate could not reasonably be expected to result in a Material Adverse
Effect. Each of Parent and its Subsidiaries has taken all reasonable steps to
protect its Intellectual Property and maintain all registrations and pending
applications thereto. Other than as set forth on Schedule 5.6, no claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, except for such claims that in the aggregate could not
reasonably be expected to result in a Material Adverse Effect. The use of such
Intellectual Property by Parent and its Subsidiaries and the anticipated use
following the Merger does not violate any license or



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<PAGE>

infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. All federal and state and all foreign registrations of and
applications for Intellectual Property, and material unregistered Intellectual
Property, that are owned or licensed by Borrower or any of its Subsidiaries on
the Closing Date are described on Schedule 5.5C annexed hereto.

         5.6      LITIGATION; ADVERSE FACTS.

                  Other than as set forth on Schedule 5.6, there are no
Proceedings (whether or not purportedly on behalf of Parent or any of its
Subsidiaries) at law or in equity, or before or by any court or other Government
Authority (including any Environmental Claims) that are pending or, to the
knowledge of Parent, threatened against or affecting Parent or any of its
Subsidiaries or any property of Parent or any of its Subsidiaries and that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither Parent nor any of its Subsidiaries (i) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or other Government Authority that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

         5.7      PAYMENT OF TAXES.

                  Except to the extent permitted by subsection 6.3, all Tax
returns and reports of the Loan Parties required to be filed by any of them have
been timely filed, and all Taxes shown on such tax returns to be due and payable
and all Taxes, assessments, fees and other governmental charges upon the Loan
Parties and upon their respective properties, assets, income, businesses and
franchises that are due and payable have been paid when due except for any such
Tax, assessment, fee or charge that is being actively contested by such Loan
Party in good faith and by appropriate proceedings; provided that such reserves
or other appropriate provisions, if any, as shall be required in accordance with
GAAP shall have been made or provided therefor. Except as set forth on Schedule
5.7, none of Parent or any of its Subsidiaries has received written notice from
any taxing authority of any assessment (or proposed assessment) against any of
the Loan Parties that is not being actively contested by such Loan Party in good
faith and by appropriate proceedings; provided that such reserves or other
appropriate provisions, if any, as shall be required in accordance with GAAP
shall have been made or provided therefor.

         5.8      PERFORMANCE OF AGREEMENTS; MATERIAL CONTRACTS.

                  A. No Loan Party is in default in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained in
any of its Contractual Obligations, and no condition exists that, with the
giving of notice or the lapse of time or both, would constitute such a default,
except where (i) such default or defaults are being contested in good faith by
appropriate proceedings or (ii) the consequences, direct or indirect, of such
default or defaults, if any, could not reasonably be expected to result in a
Material Adverse Effect.



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<PAGE>

                  B. Schedule 5.8 contains a true, correct and complete list of
all the Material Contracts in effect on the Closing Date. Except as described on
Schedule 5.8, all such Material Contracts are in full force and effect and no
material defaults currently exist thereunder.

         5.9      GOVERNMENTAL REGULATION.

                  No Loan Party is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, the Interstate
Commerce Act or the Investment Company Act of 1940 or under any other federal or
state statute or regulation which may limit its ability to incur Indebtedness or
which may otherwise render all or any portion of the Obligations unenforceable.

         5.10     SECURITIES ACTIVITIES.

                  A. No Loan Party is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.

                  B. Following application of the proceeds of each Loan, not
more than 25% of the value of the assets (either of Borrower only or of the Loan
Parties on a consolidated basis) subject to the provisions of subsection 7.2 or
7.7 or subject to any restriction contained in any agreement or instrument,
between Borrower and any Lender or any Affiliate of any Lender, relating to
Indebtedness and within the scope of subsection 8.2, will be Margin Stock.

         5.11     EMPLOYEE BENEFIT PLANS.

                  A. Each of the Loan Parties and each of their respective ERISA
Affiliates are in compliance in all material respects with all applicable
provisions and requirements of ERISA and the regulations and published
interpretations thereunder with respect to each Employee Benefit Plan, and have
performed all their obligations under each Employee Benefit Plan. Each Employee
Benefit Plan that is intended to qualify under Section 401(a) of the Internal
Revenue Code has received a favorable determination letter from the Internal
Revenue Service that it is so qualified and since the date of each most recent
letter, there has been no event, condition or circumstance that has adversely
affected or is likely to adversely affect such qualified status.

                  B. No ERISA Event has occurred or is reasonably expected to
occur.

                  C. Except to the extent required under Section 4980B of the
Internal Revenue Code or other applicable law or except as set forth in Schedule
5.11 annexed hereto, no Employee Benefit Plan provides health or welfare
benefits (through the purchase of insurance or otherwise) for any retired or
former employee of any Loan Party or any of their respective ERISA Affiliates.

                  D. As of the most recent valuation date for any Pension Plan,
and excluding for purposes of such computation all Pension Plans which have no
unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), the
sum of:



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<PAGE>

                  (i) the unfunded benefit liabilities (as defined in Section
         4001(a)(18) of ERISA) individually or in the aggregate for all Pension
         Plans to which any Loan Party has ever contributed; and

                  (ii) the potential liability that the Loan Party could
         reasonably be expected to incur as the result of the unfunded benefit
         liabilities (as defined in Section 4001(a)(18) of ERISA), individually
         or in the aggregate, for all Pension Plans to which no Loan Party has
         ever contributed (assuming amortization of such unfunded benefit
         liabilities over ten years);

does not exceed $2,000,000.

                  E. As of the most recent valuation date for each Multiemployer
Plan for which the actuarial report is available, the potential liability of the
Loan Parties and their respective ERISA Affiliates for a complete withdrawal
from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all
Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA, does not exceed $2,000,000.

         5.12     CERTAIN FEES.

                  No broker's or finder's fee or commission will be payable with
respect to this Agreement or any of the transactions contemplated hereby and
Borrower hereby indemnifies Lenders against, and agrees that it will hold
Lenders harmless from, any claim, demand or liability for any such broker's or
finder's fees alleged to have been incurred in connection herewith or therewith
and any expenses (including reasonable fees, expenses and disbursements of
counsel) arising in connection with any such claim, demand or liability.

         5.13     ENVIRONMENTAL PROTECTION.

                  Except as set forth in Schedule 5.13 annexed hereto:

                  (i) none of the Loan Parties nor any of their respective
         current Facilities or operations nor, to Borrower's knowledge, any of
         the Loan Parties' respective former Facilities or operations, are
         subject to any outstanding written order, consent decree or settlement
         agreement with any Person relating to (a) any Environmental Law, (b)
         any Environmental Claim, or (c) any Hazardous Materials Activity that,
         in each case, individually or in the aggregate, could reasonably be
         expected to result in a Material Adverse Effect;

                  (ii) none of the Loan Parties has received any letter or
         request for information under Section 104 of the Comprehensive
         Environmental Response, Compensation, and Liability Act (42 U.S.C.
         Section 9604) or any comparable state law;

                  (iii) there are and, to Borrower's knowledge, have been no
         conditions, occurrences, or Hazardous Materials Activities that could
         reasonably be expected to form



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<PAGE>

         the basis of an Environmental Claim against Parent or any of its
         Subsidiaries that, individually or in the aggregate, could reasonably
         be expected to result in a Material Adverse Effect;

                  (iv) none of the Loan Parties nor, to Borrower's knowledge,
         any predecessor of any of the Loan Parties has filed any notice under
         any Environmental Law indicating past or present treatment of Hazardous
         Materials at any Facility, and none of the Loan Parties' operations
         involves the generation, transportation, treatment, storage or disposal
         of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any
         state equivalent;

                  (v) compliance with all current or reasonably foreseeable
         future requirements pursuant to or under Environmental Laws would not,
         individually or in the aggregate, be reasonably expected to result in a
         Material Adverse Effect.

         5.14     EMPLOYEE MATTERS.

                  There is no strike or work stoppage in existence or threatened
involving any of the Loan Parties that could reasonably be expected to result in
a Material Adverse Effect.

         5.15     SOLVENCY.

                  Each Loan Party is and, upon the incurrence of any Obligations
by such Loan Party on any date on which this representation is made, will be,
Solvent.

         5.16     MATTERS RELATING TO COLLATERAL.

                  A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution
and delivery of the Collateral Documents by the Loan Parties, together with (i)
the actions taken on or prior to the date hereof pursuant to subsections 4.1L,
4.1M, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged
Collateral not delivered to Administrative Agent at the time of execution and
delivery of the applicable Collateral Document (all of which Pledged Collateral
has been so delivered) are effective to create in favor of Administrative Agent
for the benefit of Lenders, as security for the respective Secured Obligations
(as defined in the applicable Collateral Document in respect of any Collateral),
a valid First Priority Lien on all of the Collateral, and all filings and other
actions necessary or desirable to perfect and maintain the perfection and First
Priority status of such Liens have been duly made or taken and remain in full
force and effect, other than the filing of any UCC financing statements
delivered to Administrative Agent for filing (but not yet filed) and the
periodic filing of UCC continuation statements in respect of UCC financing
statements filed by or on behalf of Administrative Agent.

                  B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or
other action by, and no notice to or filing with, any Government Authority is
required for either (i) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of Administrative Agent pursuant to any of the
Collateral Documents or (ii) the exercise by Administrative Agent of any rights
or remedies in respect of any Collateral (whether specifically granted or
created pursuant to any of the Collateral Documents or created or provided for
by applicable law), except for



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filings or recordings contemplated by subsection 5.16A and except as may be
required, in connection with the disposition of any Pledged Collateral, by laws
generally affecting the offering and sale of securities.

                  C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have
been filed in favor of Administrative Agent as contemplated by subsection 5.16A,
filings for Liens which will be released on the Closing Date in connection with
the Refinancing and to evidence permitted lease obligations and other Liens
permitted pursuant to subsection 7.2, (i) no effective UCC financing statement,
fixture filing or other instrument similar in effect covering all or any part of
the Collateral is on file in any filing or recording office and (ii) no
effective filing covering all or any part of the IP Collateral is on file in the
PTO.

                  D. MARGIN REGULATIONS. The pledge of the Pledged Collateral
pursuant to the Collateral Documents does not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System.

                  E. INFORMATION REGARDING COLLATERAL. All written information
supplied to Administrative Agent by or on behalf of any Loan Party with respect
to any of the Collateral (in each case taken as a whole with respect to any
particular Collateral) is accurate and complete in all material respects.

         5.17     DISCLOSURE.

                  No material representation or warranty of the Loan Parties
contained in any Loan Document or in any other document, certificate or written
statement furnished to Lenders by or on behalf of any of the Loan Parties for
use in connection with the transactions contemplated by this Agreement contains
any untrue statement of a material fact or omits to state a material fact (known
to Borrower, in the case of any document not furnished by it) necessary in order
to make the statements contained herein or therein not misleading in light of
the circumstances in which the same were made. Any projections, including
forecasts, budgets, forward-looking statements and pro forma financial
information (the "PROJECTIONS") contained in such materials are based upon good
faith estimates and assumptions believed by Borrower to be reasonable at the
time made, it being recognized by Lenders that such Projections 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. There are no facts
known (or which should upon the reasonable exercise of diligence be known) to
Borrower (other than matters of a general economic nature) that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect and that have not been disclosed herein or in such other documents,
certificates and statements furnished to Lenders for use in connection with the
transactions contemplated hereby.

         5.18     SUBORDINATED INDEBTEDNESS.

                  The Obligations constitute senior indebtedness that is
entitled to the benefits of the subordination provisions, if any, of all
Indebtedness of Parent and its Subsidiaries (including without limitation, the
Senior Subordinated Notes and the Parent Junior Subordinated Notes).



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<PAGE>

         5.19     RELATED AGREEMENTS.

                  A. WARRANTIES OF SELLER. Subject to the qualifications set
forth therein, each of the representations and warranties given by Parent and
Borrower to Holdings and Merger Sub in the Merger Agreement is true and correct
in all material respects as of the date hereof (or as of any earlier date to
which such representation and warranty specifically relates) and will be true
and correct in all material respects as of the Closing Date (or as of such
earlier date, as the case may be), subject to the qualifications set forth in
the schedules to the Merger Agreement.

                  B. WARRANTIES OF BUYER. Subject to the qualifications set
forth therein, each of the representations and warranties given by Holdings and
Merger Sub to Parent and Borrower in the Merger Agreement is true and correct in
all material respects as of the date hereof and will be true and correct in all
material respects as of the Closing Date.

                  C. SURVIVAL. Notwithstanding anything in the Merger Agreement
to the contrary, the representations and warranties of Borrower set forth in
subsections 5.19A and 5.19B shall, solely for purposes of this Agreement,
survive the Closing Date for the benefit of Lenders.

         5.20     LEASEHOLD PROPERTY.

                  As of the Closing Date, (a) neither Borrower nor any of the
Subsidiary Guarantors has any Leasehold Property that is a Material Real
Property and (b) neither Borrower nor any of the Subsidiary Guarantors has any
Leasehold Property where Borrower or any such Subsidiary Guarantor physically
maintains on a regular basis personal property with an aggregate fair market
value equal to or in excess of $5,000,000.

SECTION 6. BORROWER'S AFFIRMATIVE COVENANTS

                  Borrower covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, Borrower shall perform, and shall cause each other Loan Party to
perform, all covenants in this Section 6.

         6.1      FINANCIAL STATEMENTS AND OTHER REPORTS.

                  Borrower will maintain, and cause Parent and other
Subsidiaries to maintain, a system of accounting established and administered in
accordance with sound business practices to permit preparation of financial
statements in conformity with GAAP. Borrower will deliver to Administrative
Agent for distribution to Lenders:

                  (i) Events of Default, etc.: Within 3 Business Days of any
         Officer of Borrower obtaining knowledge (a) of any condition or event
         that constitutes an Event of Default or Potential Event of Default, or
         becoming aware that any Lender has given any notice (other than to
         Administrative Agent) or taken any other action with respect to a
         claimed Event of Default or Potential Event of Default, (b) that any
         Person has given any



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         notice to any of the Loan Parties or taken any other action with
         respect to a claimed default or event or condition of the type referred
         to in subsection 8.2, (c) of any condition or event that would be
         required to be disclosed in a current report filed by any Loan Party
         with the Securities and Exchange Commission on Form 8-K if such Loan
         Party was required to file such reports under the Exchange Act, or (d)
         of the occurrence of any event or change that has caused or evidences,
         either in any case or in the aggregate, a Material Adverse Effect, an
         Officer's Certificate specifying the nature and period of existence of
         such condition, event or change, or specifying the notice given or
         action taken by any such Person and the nature of such claimed Event of
         Default, Potential Event of Default, default, event or condition, and
         what action such Loan Party has taken, is taking and proposes to take
         with respect thereto;

                  (ii) Quarterly Financials: as soon as available and in any
         event within the earlier of (a) 45 days after the end of each of the
         first three Fiscal Quarters of each Fiscal Year and (b) if the Borrower
         is a public reporting company at such time, such earlier date as the
         Securities and Exchange Commission requires the filing of such
         information (or, if Borrower is required to file such information on a
         Form 10-Q with the Securities and Exchange Commission, promptly
         following such filing), (a) the consolidated balance sheet of Parent
         and its Subsidiaries as at the end of such Fiscal Quarter and the
         related consolidated statements of income, stockholders' equity and
         cash flows of Parent and its Subsidiaries for such Fiscal Quarter and
         for the period from the beginning of the then current Fiscal Year to
         the end of such Fiscal Quarter, setting forth in each case in
         comparative form the corresponding figures for the corresponding
         periods of the previous Fiscal Year and the corresponding figures from
         the Financial Plan for the current Fiscal Year, all in reasonable
         detail and certified by the chief financial officer of Parent that they
         fairly present, in all material respects, the financial condition of
         Parent and its Subsidiaries as at the dates indicated and the results
         of their operations and their cash flows for the periods indicated,
         subject to changes resulting from audit and normal year-end
         adjustments, and (b) a narrative report describing the operations of
         Parent and its Subsidiaries in the form prepared for presentation to
         senior management for such Fiscal Quarter and for the period from the
         beginning of the then current Fiscal Year to the end of such Fiscal
         Quarter (it being understood that the foregoing requirements may be
         satisfied by delivery of Borrower's report to the Securities and
         Exchange Commission on Form 10-Q);

                  (iii) Year-End Financials: as soon as available and in any
         event within the earlier of (a) 90 days after the end of each Fiscal
         Year or (b) if the Borrower is a public reporting company at such time,
         such earlier date as the Securities and Exchange Commission requires
         the filing of such information (or, if Borrower is required to file
         such information on a Form 10-K with the Securities and Exchange
         Commission, promptly following such filing), (a) the consolidated
         balance sheet of Parent and its Subsidiaries as at the end of such
         Fiscal Year and the related consolidated statements of income,
         stockholders' equity and cash flows of Parent and its Subsidiaries for
         such Fiscal Year, setting forth in each case in comparative form the
         corresponding figures for the previous Fiscal Year and the
         corresponding figures from the Financial Plan for the Fiscal



                                       95
<PAGE>

         Year covered by such financial statements, all in reasonable detail and
         certified by the chief financial officer of Parent that they fairly
         present, in all material respects, the financial condition of Parent
         and its Subsidiaries as at the dates indicated and the results of their
         operations and their cash flows for the periods indicated, (b) a
         narrative report describing the operations of Parent and its
         Subsidiaries in the form prepared for presentation to senior management
         for such Fiscal Year (it being understood that the foregoing
         requirements may be satisfied by delivery of Borrower's report to the
         Securities and Exchange Commission on Form 10-K), and (c) in the case
         of such consolidated financial statements, a report thereon of KPMG LLP
         or other independent certified public accountants of recognized
         national standing selected by Parent and reasonably satisfactory to
         Administrative Agent, which report shall be unqualified, shall express
         no doubts about the ability of Parent and its Subsidiaries to continue
         as a going concern, and shall state that such consolidated financial
         statements fairly present, in all material respects, the consolidated
         financial position of Parent and its Subsidiaries as at the dates
         indicated and the results of their operations and their cash flows for
         the periods indicated in conformity with GAAP applied on a basis
         consistent with prior years (except as otherwise disclosed in such
         financial statements) and that the examination by such accountants in
         connection with such consolidated financial statements has been made in
         accordance with generally accepted auditing standards;

                  (iv) Pricing and Compliance Certificates: together with each
         delivery of financial statements pursuant to subdivisions (ii) and
         (iii) above, (a) an Officer's Certificate of Borrower stating that the
         signers have reviewed the terms of this Agreement and have made, or
         caused to be made under their supervision, a review in reasonable
         detail of the transactions and condition of Parent and its Subsidiaries
         during the accounting period covered by such financial statements and
         that such review has not disclosed the existence during or at the end
         of such accounting period, and that the signers do not have knowledge
         of the existence as at the date of such Officer's Certificate, of any
         condition or event that constitutes an Event of Default or Potential
         Event of Default, or, if any such condition or event existed or exists,
         specifying the nature and period of existence thereof and what action
         Borrower has taken, is taking and proposes to take with respect
         thereto; and (b) a Compliance Certificate demonstrating in reasonable
         detail compliance during and at the end of the applicable accounting
         periods with the restrictions contained in Section 7, in each case to
         the extent compliance with such restrictions is required to be tested
         at the end of the applicable accounting period; in addition, on or
         before the 45th day following the end of each Fiscal Quarter, a Pricing
         Certificate demonstrating in reasonable detail the calculation of the
         Consolidated Leverage Ratio as of the end of the four-Fiscal Quarter
         period then ended;

                  (v) Reconciliation Statements: if, as a result of any change
         in accounting principles and policies from those used in the
         preparation of the audited financial statements referred to in
         subsection 5.3, the consolidated financial statements of Parent and its
         Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xii) of
         this subsection 6.1 will differ in any material respect from the
         consolidated financial statements that would have been delivered
         pursuant to such subdivisions had no such



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         change in accounting principles and policies been made, then (a)
         together with the first delivery of financial statements pursuant to
         subdivision (ii), (iii) or (xii) of this subsection 6.1 following such
         change, consolidated financial statements of Parent and its
         Subsidiaries for (y) the current Fiscal Year to the effective date of
         such change and (z) two full Fiscal Years immediately preceding the
         Fiscal Year in which such change is made, in each case prepared on a
         pro forma basis as if such change had been in effect during such
         periods, and (b) together with each delivery of financial statements
         pursuant to subdivision (ii), (iii) or (xii) of this subsection 6.1
         following such change, if required pursuant to subsection 1.2, a
         written statement of the chief accounting officer or chief financial
         officer of Borrower setting forth the differences (including any
         differences that would affect any calculations relating to the
         financial covenants set forth in subsection 7.6) which would have
         resulted if such financial statements had been prepared without giving
         effect to such change;

                  (vi) Accountants' Certification: together with each delivery
         of consolidated financial statements pursuant to subdivision (iii)
         above, a written statement by the independent certified public
         accountants giving the report thereon (a) stating that their audit
         examination has included a review of the terms of this Agreement and
         the other Loan Documents as they relate to accounting matters, (b)
         stating whether, in connection with their audit examination, any
         condition or event that constitutes an Event of Default or Potential
         Event of Default has come to their attention and, if such a condition
         or event has come to their attention, specifying the nature and period
         of existence thereof; provided that such accountants shall not be
         liable by reason of any failure to obtain knowledge of any such Event
         of Default or Potential Event of Default that would not be disclosed in
         the course of their audit examination, and (c) stating that based on
         their audit examination nothing has come to their attention that causes
         them to believe either or both that the information contained in the
         certificates delivered therewith pursuant to subdivision (iv) above is
         not correct or that the matters set forth in the Compliance
         Certificates delivered therewith pursuant to clause (b) of subdivision
         (iv) above for the applicable Fiscal Year are not stated in accordance
         with the terms of this Agreement;

                  (vii) Accountants' Reports: promptly upon receipt thereof
         (unless restricted by applicable professional standards), copies of all
         material reports submitted to Parent or Borrower by independent
         certified public accountants in connection with each annual, interim or
         special audit of the financial statements of Parent and its
         Subsidiaries made by such accountants, including any comment letter
         submitted by such accountants to management in connection with their
         annual audit;

                  (viii) SEC Filings and Press Releases: promptly upon their
         becoming available, copies of (a) all financial statements, reports,
         notices and proxy statements sent or made available generally by Parent
         and/or Borrower to its security holders or by any of their respective
         Subsidiaries to its security holders other than Parent and/or Borrower
         or another Subsidiary of Parent and/or Borrower, (b) all regular and
         periodic reports and all registration statements (other than on Form
         S-8 or a similar form) and prospectuses, if any, filed by Parent and/or
         Borrower or any of their respective Subsidiaries with any securities
         exchange or with the Securities and Exchange Commission or any



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         governmental or private regulatory authority, and (c) all press
         releases and other statements made available generally by Parent and/or
         Borrower or any of their respective Subsidiaries to the public
         concerning material developments in the business of Parent and/or
         Borrower or any of their respective Subsidiaries that would be required
         to be disclosed in a current report filed by Parent and/or Borrower or
         any of their respective Subsidiaries with the Securities and Exchange
         Commission on Form 8-K if Parent and/or Borrower or such Subsidiary
         were required to file such reports under the Exchange Act;

                  (ix) Litigation or Other Proceedings: (a) promptly upon any
         Officer of any Loan Party obtaining knowledge of (1) the institution
         of, or non-frivolous threat of, any Proceeding against or affecting any
         Loan Party or any property of any Loan Party not previously disclosed
         in writing by any Loan Party to Lenders or (2) any material development
         in any Proceeding that, in any case:

                           (x) if adversely determined, has a reasonable
                  possibility of giving rise to a Material Adverse Effect; or

                           (y) seeks to enjoin or otherwise prevent the
                  consummation of, or to recover any damages or obtain relief as
                  a result of, the transactions contemplated hereby;

         written notice thereof together with such other information as may be
         reasonably available to Borrower to enable Lenders and their counsel to
         evaluate such matters; and (b) promptly upon request by Administrative
         Agent, a schedule of all Proceedings delivered by Borrower to its
         independent certified public accountants in connection with the report
         prepared by them on the consolidated financial statements of Parent and
         its Subsidiaries for each Fiscal Year, and promptly after request by
         Administrative Agent such other information as may be reasonably
         requested by Administrative Agent to enable Administrative Agent and
         its counsel to evaluate any of such Proceedings;

                  (x) ERISA Events: promptly upon becoming aware of the
         occurrence of or forthcoming occurrence of any ERISA Event, a written
         notice specifying the nature thereof, what action Parent, any of its
         Subsidiaries or any of their respective ERISA Affiliates has taken, is
         taking or proposes to take with respect thereto and, when known, any
         action taken or threatened by the Internal Revenue Service, the
         Department of Labor or the PBGC with respect thereto;

                  (xi) ERISA Notices: with reasonable promptness, copies of (a)
         all notices received by Parent, any of its Subsidiaries or any of their
         respective ERISA Affiliates from a Multiemployer Plan sponsor
         concerning an ERISA Event; and (b) copies of such other documents or
         governmental reports or filings relating to any Employee Benefit Plan
         as Administrative Agent shall reasonably request;

                  (xii) Financial Plans: as soon as practicable and in any event
         no later than 30 days after the beginning of each Fiscal Year, a
         consolidated plan and financial forecast for such Fiscal Year (the
         "FINANCIAL PLAN" for such Fiscal Year) prepared in reasonable



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         detail by an Officer of the Borrower and in form and substance
         substantially consistent with the financial projections previously
         provided to Lenders pursuant to subsection 4.1, including (a) a
         forecasted consolidated balance sheets and forecasted consolidated
         statements of income and cash flows of Parent and its Subsidiaries for
         such Fiscal Year, together with a pro forma Compliance Certificate for
         such Fiscal Year and an explanation of the assumptions on which such
         forecasts are based and (b) such other information and projections as
         Administrative Agent may reasonably request;

                  (xiii) Insurance: as soon as practicable after any material
         change in insurance coverage maintained by the Loan Parties notice
         thereof to Administrative Agent specifying the changes and reasons
         therefor;

                  (xiv) Governing Body: with reasonable promptness, written
         notice of any change in the Governing Body of Parent or Borrower;

                  (xv) New Subsidiaries: promptly upon any Person becoming a
         Subsidiary of Parent or Borrower, a written notice setting forth with
         respect to such Person (a) the date on which such Person became such
         Subsidiary and (b) all of the data required to be set forth in Schedule
         5.1 annexed hereto with respect to all Subsidiaries of the Loan Parties
         (it being understood that such written notice shall be deemed to
         supplement Schedule 5.1 annexed hereto for all purposes of this
         Agreement);

                  (xvi) Subordinated Debt Notices: promptly upon receipt by
         Parent or any of its Subsidiaries of any notice with respect to any
         Subordinated Indebtedness, and promptly upon the giving of notice by
         Parent or any of its Subsidiaries with respect to any Subordinated
         Indebtedness, in each case relating to any default or payment or
         prepayment of principal or premium, if any, redemption, purchase,
         retirement, defeasance (including in-substance or legal defeasance),
         sinking fund or similar payment with respect to such Subordinated
         Indebtedness, a copy of such notice; and

                  (xvii) Other Information: with reasonable promptness, such
         other information and data with respect to any Loan Party as from time
         to time may be reasonably requested by any Lender.

         6.2      CORPORATE EXISTENCE, ETC.

                  Except as permitted under subsection 7.7, Borrower will, and
will cause each of the other Loan Parties to, at all times preserve and keep in
full force and effect its existence in the jurisdiction of organization
specified on Schedule 5.1 and all rights and franchises material to its
business; provided, however, that no Loan Party shall be required to preserve
any such right or franchise if the Governing Body of such Loan Party shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of such Loan Party and that the loss thereof could not reasonably
be expected to have a Material Adverse Effect.



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         6.3      PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

                  A. Borrower will, and will cause each of the other Loan
Parties to, pay all taxes, assessments and other governmental charges imposed
upon it or any of its properties or assets or in respect of any of its income,
businesses or franchises before any penalty accrues thereon, and all claims
(including claims for labor, services, materials and supplies) for sums that
have become due and payable and that by law have or may become a Lien upon any
of its properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided that no such tax, assessment, charge or
claim need be paid if it is being contested in good faith by appropriate
proceedings, so long as (i) such reserve or other appropriate provision, if any,
as shall be required in conformity with GAAP shall have been made therefor and
(ii) in the case of a charge, tax, assessment or claim which has or may become a
Lien against any of the Collateral, such proceedings conclusively operate to
stay the sale of any portion of the Collateral to satisfy such charge or claim.

                  B. Borrower will not, nor will it permit any of the other Loan
Parties to, file or consent to the filing of any consolidated income tax return
with any Person (other than Parent or any of its Subsidiaries).

         6.4      MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET
                  INSURANCE/CONDEMNATION PROCEEDS.

                  A. MAINTENANCE OF PROPERTIES. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, Borrower will, and will cause each of the other Loan Parties to, (i)
with respect to all material properties used or useful in the business of the
Loan Parties, maintain or cause to be maintained such material properties in
good repair, working order and condition, ordinary wear and tear excepted, and
from time to time make or cause to be made all appropriate repairs, renewals and
replacements thereof and (ii) with respect to Intellectual Property, maintain
such Intellectual Property as valid and enforceable and from time to time make
or cause to be made all appropriate filings thereof.

                  B. INSURANCE. Borrower will maintain or cause to be
maintained, with financially sound and reputable insurers, such public liability
insurance, third party property damage insurance, business interruption
insurance and casualty insurance with respect to liabilities, losses or damage
in respect of the assets, properties and businesses of the Loan Parties as may
customarily be carried or maintained under similar circumstances by corporations
of established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the generality
of the foregoing, Borrower will maintain or cause to be maintained (i) flood
insurance with respect to each Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Board of Governors of
the Federal Reserve System, and (ii) replacement value casualty insurance on the
Collateral under such policies of insurance, with such insurance companies, in
such amounts, with such deductibles, and covering such risks as are at all times
satisfactory to Administrative Agent in its commercially reasonable judgment.



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Each such policy of insurance shall (a) name Administrative Agent for the
benefit of Lenders as an additional insured thereunder as its interests may
appear and (b) in the case of each business interruption and casualty insurance
policy, (x) contain a loss payable clause or endorsement, satisfactory in form
and substance to Administrative Agent, that names Administrative Agent for the
benefit of Lenders as the loss payee thereunder for any covered loss in excess
of $5,000,000 and (y) provides for at least 30 days prior written notice to
Administrative Agent of any modification or cancellation of such policy.

                  C. APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS.

                  (i) Business Interruption Insurance. Upon receipt by any Loan
         Party of any business interruption insurance proceeds constituting Net
         Insurance/Condemnation Proceeds, (a) so long as no Event of Default or
         Potential Event of Default shall have occurred and be continuing, such
         Loan Party may retain and apply such Net Insurance/Condemnation
         Proceeds for working capital purposes, and (b) if an Event of Default
         or Potential Event of Default shall have occurred and be continuing,
         Borrower shall apply an amount equal to such Net Insurance/Condemnation
         Proceeds to prepay the Loans (and/or the Revolving Loan Commitments
         shall be reduced) as provided in subsection 2.4B;

                  (ii) Net Insurance/Condemnation Proceeds Received by Borrower.
         Upon receipt by any Loan Party of any Net Insurance/Condemnation
         Proceeds (other than from business interruption insurance) in excess of
         $2,500,000, (a) so long as no Event of Default or Potential Event of
         Default shall have occurred and be continuing, Borrower shall, or shall
         cause any other Loan Party to, promptly and diligently apply such Net
         Insurance/Condemnation Proceeds to pay or reimburse the costs of
         repairing, restoring or replacing the assets in respect of which such
         Net Insurance/Condemnation Proceeds were received or, to the extent not
         so applied, to prepay the Loans (and/or the Revolving Loan Commitments
         shall be reduced) as provided in subsection 2.4B, and (b) if an Event
         of Default or Potential Event of Default shall have occurred and be
         continuing, Borrower shall apply an amount equal to such Net
         Insurance/Condemnation Proceeds to prepay the Loans (and/or the
         Revolving Loan Commitments shall be reduced) as provided in subsection
         2.4B.

                  (iii) Net Insurance/Condemnation Proceeds Received by
         Administrative Agent. Upon receipt by Administrative Agent of any Net
         Insurance/Condemnation Proceeds as loss payee, (a) if and to the extent
         Borrower would have been required to apply such Net
         Insurance/Condemnation Proceeds (if it had received them directly) to
         prepay the Loans and/or reduce the Revolving Loan Commitments,
         Administrative Agent shall, and Borrower hereby authorizes
         Administrative Agent to, apply such Net Insurance/Condemnation Proceeds
         to prepay the Loans (and/or the Revolving Loan Commitments shall be
         reduced) as provided in subsection 2.4B, and (b) to the extent the
         foregoing clause (a) does not apply and (1) the aggregate amount of
         such Net Insurance/Condemnation Proceeds received (and reasonably
         expected to be received) by Administrative Agent in respect of any
         covered loss does not exceed $10,000,000, Administrative Agent shall
         deliver such Net Insurance/Condemnation Proceeds to



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         Borrower, and Borrower shall, or shall cause any other Loan Party to,
         as soon as reasonably practicable, apply such Net
         Insurance/Condemnation Proceeds to the costs of repairing, restoring,
         or replacing the assets in respect of which such Net
         Insurance/Condemnation Proceeds were received, and (2) if the aggregate
         amount of Net Insurance/Condemnation Proceeds received (and reasonably
         expected to be received) by Administrative Agent in respect of any
         covered loss exceeds $10,000,000, Administrative Agent shall hold such
         Net Insurance/Condemnation Proceeds pursuant to the terms of the
         Security Agreement and, so long as Borrower or any other Loan Party
         proceeds diligently to repair, restore or replace the assets of such
         Loan Party in respect of which such Net Insurance/Condemnation Proceeds
         were received, Administrative Agent shall from time to time disburse to
         such Loan Party from the Collateral Account, to the extent of any such
         Net Insurance/Condemnation Proceeds remaining therein in respect of the
         applicable covered loss, amounts necessary to pay the cost of such
         repair, restoration or replacement after the receipt by Administrative
         Agent of invoices or other documentation reasonably satisfactory to
         Administrative Agent relating to the amount of costs so incurred and
         the work performed (including, if required by Administrative Agent,
         lien releases and architects' certificates); provided, however, that if
         at any time Administrative Agent reasonably determines that such
         repair, restoration or replacement cannot be completed with the Net
         Insurance/Condemnation Proceeds then held by Administrative Agent for
         such purpose, together with funds otherwise available to Borrower for
         such purpose, or that such repair, restoration or replacement cannot be
         completed within 365 days after the receipt by Administrative Agent of
         such Net Insurance/Condemnation Proceeds, Administrative Agent shall,
         and Borrower hereby authorizes Administrative Agent to, apply such Net
         Insurance/ Condemnation Proceeds to prepay the Loans (and/or the
         Revolving Loan Commitments shall be reduced) as provided in subsection
         2.4B.

         6.5      INSPECTION RIGHTS; LENDER MEETING.

                  A. INSPECTION RIGHTS. Borrower shall, and shall cause each of
the other Loan Parties to, permit any authorized representatives designated by
any Lender to visit and inspect any of the properties of any Loan Party, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Parent or
its Subsidiaries may, if it so chooses, be present at or participate in any such
discussion), all upon reasonable notice and, except during the continuance of an
Event of Default, no more than once per year.

                  B. LENDER MEETING. During the continuance of an Event of
Default, Borrower will, upon the request of Administrative Agent or Requisite
Lenders, participate in a meeting of Administrative Agent and Lenders to be held
at Borrower's principal offices (or at such other location as may be agreed to
by Borrower and Administrative Agent) at such time as may be agreed to by
Borrower and Administrative Agent.

         6.6      COMPLIANCE WITH LAWS, ETC.

                  Borrower shall comply, and shall cause each of the other Loan
Parties to comply, with the requirements of all applicable laws, rules,
regulations and orders of any Government



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Authority (including all Environmental Laws), noncompliance with which could
reasonably be expected to result in, individually or in the aggregate, a
Material Adverse Effect.

         6.7      ENVIRONMENTAL MATTERS.

                  A. ENVIRONMENTAL DISCLOSURE. Borrower will deliver to
Administrative Agent and Lenders:

                  (i) Environmental Audits and Reports. As soon as practicable
         following receipt thereof, copies of all environmental audits,
         investigations, analyses and reports of any kind or character, whether
         prepared by personnel of Parent or any of its Subsidiaries or by
         independent consultants, governmental authorities or any other Persons,
         with respect to significant environmental matters at any Facility that,
         individually or in the aggregate, could reasonably be expected to
         result in a Material Adverse Effect or with respect to any
         Environmental Claims that, individually or in the aggregate, could
         reasonably be expected to result in a Material Adverse Effect;

                  (ii) Notice of Certain Releases, Remedial Actions, Etc.
         Promptly upon the occurrence thereof, written notice describing in
         reasonable detail (a) any Release required to be reported to any
         federal, state or local governmental or regulatory agency under any
         applicable Environmental Laws, (b) any remedial action taken by any
         Loan Party or any other Person in response to (1) any Hazardous
         Materials Activities the existence of which could reasonably be
         expected to result in one or more Environmental Claims having,
         individually or in the aggregate, a Material Adverse Effect, or (2) any
         Environmental Claims that, individually or in the aggregate, could
         reasonably be expected to result in a Material Adverse Effect.

                  (iii) Written Communications Regarding Environmental Claims,
         Releases, Etc. As soon as practicable following the sending or receipt
         thereof by any Loan Party, a copy of any and all written communications
         with respect to (a) any Environmental Claims that, individually or in
         the aggregate, could reasonably be expected to result in a Material
         Adverse Effect, (b) any Release required to be reported to any federal,
         state or local governmental or regulatory agency, and (c) any request
         for information from any governmental agency that suggests such agency
         is investigating whether such Loan Party may be potentially responsible
         for any Hazardous Materials Activity that, individually or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect.

                  (iv) Notice of Certain Proposed Actions Having Environmental
         Impact. Prompt written notice describing in reasonable detail (a) any
         proposed acquisition of stock, assets, or property by any Loan Party
         that could reasonably be expected to (1) expose any Loan Party to, or
         result in, Environmental Claims that could reasonably be expected to
         result in, individually or in the aggregate, a Material Adverse Effect
         or (2) affect the ability of any Loan Party to maintain in full force
         and effect all material Governmental Authorizations required under any
         Environmental Laws for its operations and (b) any proposed action to be
         taken by any Loan Party to commence manufacturing or other industrial
         operations or to modify current operations in a manner that could



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         reasonably be expected to subject the Loan Parties to any material
         additional obligations or requirements under any Environmental Laws
         that could reasonably be expected to result in, individually or in the
         aggregate, a Material Adverse Effect.

                  B. BORROWER'S ACTIONS REGARDING HAZARDOUS MATERIALS
ACTIVITIES, ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

                  (i) Remedial Actions Relating to Hazardous Materials
         Activities. Borrower shall, in compliance with all applicable
         Environmental Laws, promptly undertake, and shall cause each other Loan
         Party promptly to undertake, any and all investigations, studies,
         sampling, testing, abatement, cleanup, removal, remediation or other
         response actions necessary to remove, remediate, clean up or abate any
         Hazardous Materials Activity on, under or about any Facility that is in
         violation of any Environmental Laws or that presents a material risk of
         giving rise to an Environmental Claim that could reasonably be expected
         to result, individually or in the aggregate, in a Material Adverse
         Effect.

                  (ii) Actions with Respect to Environmental Claims and
         Violations of Environmental Laws. Borrower shall promptly take, and
         shall cause each other Loan Party promptly to take, any and all actions
         necessary to (i) cure any violation of applicable Environmental Laws by
         Borrower or such Loan Party that could reasonably be expected to result
         in, individually or in the aggregate, a Material Adverse Effect and
         (ii) make an appropriate response to any Environmental Claim against
         any Loan Party and discharge any obligations it may have to any Person
         thereunder where failure to do so could reasonably be expected to
         result in, individually or in the aggregate, a Material Adverse Effect.

         6.8      EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
                  COLLATERAL DOCUMENTS AFTER THE CLOSING DATE.

                  A. EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
COLLATERAL DOCUMENTS. In the event that any Person becomes a Material Subsidiary
of Borrower after the date hereof, Borrower will promptly notify Administrative
Agent of that fact and cause such Material Subsidiary to execute and deliver to
Administrative Agent a counterpart of the Subsidiary Guaranty and Security
Agreement and to take all such further actions and execute all such further
documents and instruments (including actions, documents and instruments
comparable to those described in subsection 4.1L) as may be necessary or, in the
opinion of Administrative Agent, desirable to create in favor of Administrative
Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on
all of the personal and mixed property assets of such Material Subsidiary
described in the applicable forms of Collateral Documents. In addition, as
provided in the Security Agreement, Borrower shall, or shall cause the Material
Subsidiary that owns the Capital Stock of such Person, to execute and deliver to
Administrative Agent a supplement to the Security Agreement and to deliver to
Administrative Agent all certificates representing such Capital Stock of such
Person (accompanied by irrevocable undated stock powers, duly endorsed in
blank).



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                  B. FOREIGN SUBSIDIARIES. In the event that any Person becomes
a Foreign Subsidiary of Borrower after the date hereof, Borrower will promptly
notify Administrative Agent of that fact and, if such Subsidiary is directly
owned by Borrower or a Domestic Subsidiary, cause such Subsidiary to execute and
deliver to Administrative Agent such documents and instruments and take such
further actions (including actions, documents and instruments comparable to
those described in subsection 4.1L) as may be necessary, or in the reasonable
opinion of Administrative Agent, desirable to create in favor of Administrative
Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on
65% of the capital stock of such Foreign Subsidiary.

                  C. SUBSIDIARY ORGANIZATIONAL DOCUMENTS, LEGAL OPINIONS, ETC.
Borrower shall deliver to Administrative Agent, together with such Loan
Documents, (i) certified copies of such Material Subsidiary's Organizational
Documents, together with a good standing certificate from the Secretary of State
of the jurisdiction of its organization, (ii) a certificate executed by the
secretary or similar officer of such Material Subsidiary as to (a) the fact that
the attached resolutions of the Governing Body of such Material Subsidiary
approving and authorizing the execution, delivery and performance of such Loan
Documents are in full force and effect and have not been modified or amended and
(b) the incumbency and signatures of the officers of such Material Subsidiary
executing such Loan Documents, (iii) an executed supplement to the Security
Agreement evidencing the pledge of the Capital Stock of such Material Subsidiary
by Borrower or a Subsidiary of Borrower that owns such Capital Stock,
accompanied by certificate evidencing such Capital Stock, together with an
irrevocable undated stock powers duly endorsed in blank and satisfactory in form
and substance to Administrative Agent, and (iv) a favorable opinion of counsel
to such Material Subsidiary, in form and substance satisfactory to
Administrative Agent and its counsel, as to (a) the due organization and good
standing of such Material Subsidiary, (b) the due authorization, execution and
delivery by such Material Subsidiary of such Loan Documents, (c) the
enforceability of such Loan Documents against such Material Subsidiary and (d)
such other matters (including matters relating to the creation and perfection of
Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent
may reasonably request, all of the foregoing to be satisfactory in form and
substance to Administrative Agent and its counsel.

         6.9      MATTERS RELATING TO ADDITIONAL REAL PROPERTY COLLATERAL.

                  A. ADDITIONAL MORTGAGES, ETC. From and after the Closing Date,
in the event that (i) Parent, Borrower or any Subsidiary Guarantor acquires any
Material Real Property or (ii) at the time any Person becomes a Subsidiary
Guarantor, such Person owns or holds any Material Real Property, in either case
excluding any such Real Property Asset the encumbrancing of which requires the
consent of any applicable lessor or then-existing senior lienholder, where
Parent and its Subsidiaries have attempted in good faith, but are unable, to
obtain such lessor's or senior lienholder's consent (any such non-excluded
Material Real Property described in the foregoing clause (i) or (ii) being an
"ADDITIONAL MORTGAGED PROPERTY"), Parent, Borrower or such Subsidiary Guarantor
shall deliver to Administrative Agent, as soon as practicable after such Person
acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case
may be, a fully executed and notarized Mortgage in proper form for recording in
all appropriate places in all applicable jurisdictions, encumbering the



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interest of such Loan Party in such Mortgaged Property and such opinions,
appraisal, documents, title insurance, environmental reports that may be
reasonably required by Administrative Agent.

                  B. REAL ESTATE APPRAISALS. Borrower shall, and shall cause
each of the other Loan Parties to, permit an independent real estate appraiser
reasonably satisfactory to Administrative Agent, upon reasonable notice, to
visit and inspect any Additional Mortgaged Property for the purpose of preparing
an appraisal of such Additional Mortgaged Property satisfying the requirements
of any applicable laws and regulations (in each case to the extent required
under such laws and regulations as determined by Administrative Agent in its
discretion).

                  C. COLLATERAL ACCESS AGREEMENT. From and after the Closing
Date, in the event that (i) Parent, Borrower or any Subsidiary Guarantor
acquires any Leasehold Property or (ii) at the time any Person becomes a
Subsidiary Guarantor, such Person owns or holds any Leasehold Property, in
either case, (x) that is not a Material Property and (y) where Parent, Borrower
or any such Subsidiary Guarantor holds on a regular basis at such Leasehold
Property, personal property with a fair market value in excess of (or Parent,
Borrower or such Subsidiary Guarantor anticipates that the fair market value of
such personal property held on a regular basis will, at any time during the term
of such lease, equal to or exceed) $5,000,000, Parent, Borrower or such
Subsidiary Guarantor, as the case may be, shall use its respective commercially
reasonable efforts to deliver to Administrative Agent, as soon as practicable
after such Person acquires such Leasehold Property or becomes a Subsidiary
Guarantor, as the case may be, a fully executed Collateral Access Agreement.

                  D. OPTIONAL GUARANTY. In the event that any Subsidiary of
Parent executes a guaranty of the Senior Subordinated Notes or the Parent Junior
Subordinated Notes, Borrower will cause such Subsidiary to execute and deliver
to Administrative Agent a counterpart of the Subsidiary Guaranty and Security
Agreement, and cause each such Subsidiary to take, all such further action and
execute all such further documents and instruments (including actions, documents
and instruments comparable to those described in subsection 4.1L) as may be
necessary in the opinion of Administrative Agent, desirable to create in favor
of Administrative Agent, for the benefit of Lenders, a valid First Priority Lien
on substantially all personal property and all Material Real Property of each
such Subsidiary described in the applicable forms of Collateral Documents.

SECTION 7. BORROWER'S NEGATIVE COVENANTS

                  Borrower covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, Borrower shall perform, and shall cause each of the other Loan Parties
to perform, all covenants in this Section 7.



                                      106
<PAGE>

         7.1      INDEBTEDNESS.

                  Parent and Borrower shall not, and shall not permit any of
their respective Subsidiaries to, directly or indirectly, create, incur, assume
or guaranty, or otherwise become or remain directly or indirectly liable with
respect to, any Indebtedness, except:

                  (i) Loan Parties may become and remain liable with respect to
         the Obligations;

                  (ii) Parent, Borrower and their respective Subsidiaries may
         become and remain liable with respect to Contingent Obligations
         permitted by subsection 7.4 and, upon any matured obligations actually
         arising pursuant thereto, the Indebtedness corresponding to the
         Contingent Obligations so extinguished;

                  (iii) Borrower and its Subsidiaries may become and remain
         liable with respect to Indebtedness in respect of (i) Capital Leases
         and (ii) Purchase Money Indebtedness aggregating (with respect to
         clauses (i) and (ii)) not in excess of $15,000,000 outstanding at any
         one time;

                  (iv) Borrower may become and remain liable with respect to
         Indebtedness to any Subsidiary Guarantor, and any Subsidiary of
         Borrower may become and remain liable with respect to Indebtedness to
         Borrower or any other Subsidiary Guarantor of Borrower; provided that
         (a) all such intercompany Indebtedness shall be evidenced by promissory
         notes, (b) all such intercompany Indebtedness owed by Borrower to any
         Subsidiary Guarantor shall be subordinated in right of payment to the
         payment in full of the Obligations pursuant to the terms of the
         applicable promissory notes or an intercompany subordination agreement,
         (c) any payment by any Subsidiary of Borrower under any guaranty of the
         Obligations shall result in a pro tanto reduction of the amount of any
         intercompany Indebtedness owed by such Subsidiary to Borrower or to any
         of its Subsidiaries for whose benefit such payment is made, and (d) the
         aggregate principal amount of all Indebtedness of all Subsidiaries of
         Borrower that are not Subsidiary Guarantors to Borrower and the
         Subsidiary Guarantors shall not exceed $10,000,000 at any time
         outstanding;

                  (v) Borrower may remain liable with respect to Indebtedness
         evidenced by the Senior Subordinated Notes in an aggregate principal
         amount not to exceed $146,000,000;

                  (vi) Borrower or a Subsidiary of Borrower may become and
         remain liable with respect to Indebtedness of any Person assumed in
         connection with any acquisition of such Person permitted under
         subsection 7.3 and a Person that becomes a direct or indirect
         wholly-owned Subsidiary of Borrower as a result of any acquisition
         permitted under subsection 7.3 may remain liable with respect to
         Indebtedness existing on the date of such acquisition; provided that
         such Indebtedness is not created in anticipation of such acquisition;
         and provided, further that such Indebtedness does not in the aggregate
         exceed at any time outstanding $5,000,000;



                                      107
<PAGE>

                  (vii) Foreign Subsidiaries of Borrower may become and remain
         liable with respect to other Indebtedness in an aggregate principal
         amount not to exceed $10,000,000 at any time outstanding;

                  (viii) Borrower and its Subsidiaries, as applicable, may
         remain liable with respect to, Indebtedness described in Schedule 7.1
         annexed hereto;

                  (ix) Borrower and its Subsidiaries, as applicable, may become
         and remain liable with respect to Indebtedness which refinances,
         refunds or replaces the Indebtedness described in Schedule 7.1,
         pursuant to documentation in form and substance reasonably satisfactory
         to Administrative Agent; provided that (w) such refinancing
         Indebtedness shall be incurred by Borrower or such applicable
         Subsidiary, as the case may be, that incurred the Indebtedness being
         refinanced that is described in Schedule 7.1, (x) the maturity date of
         such refinancing Indebtedness shall be no earlier than the maturity
         date of the Indebtedness described in Schedule 7.1 that is being
         refinanced, (y) the weighted average life to maturity of such
         refinancing Indebtedness at the time of such refinancing is no less
         than the weighted average life to maturity of the Indebtedness being
         refinanced, and (z) the aggregate principal amount of such refinancing
         Indebtedness shall be less than the lesser of (1) the sum of the
         aggregate principal amount of the Indebtedness being refinanced as of
         the date of such refinancing plus all related costs, fees and expenses
         related to the refinancing and (2) the aggregate principal amount of
         such Indebtedness as of the Closing Date;

                  (x) Parent may remain liable with respect to Indebtedness
         evidenced by the Parent Junior Subordinated Notes in an aggregate
         principal amount not to exceed $35,000,000 (as such amount may be
         increased to the extent of paid-in-kind payments after the Closing Date
         in accordance with the terms of the Parent Junior Subordinated Notes);
         and

                  (xi) Borrower and its Subsidiaries may become and remain
         liable with respect to other Indebtedness in an aggregate principal
         amount not to exceed $15,000,000 at any time outstanding.

         7.2      LIENS AND RELATED MATTERS.

                  A. PROHIBITION ON LIENS. Each of Parent and Borrower shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or permit to exist any Lien on or with respect to any
property or asset of any kind (including any document or instrument in respect
of goods or accounts receivable) of Parent, Borrower or such Subsidiary, whether
now owned or hereafter acquired, or any income or profits therefrom, or file or
permit the filing of, or permit to remain in effect, any financing statement or
other similar notice of any Lien with respect to any such property, asset,
income or profits under the UCC or under any similar recording or notice
statute, except:

                  (i) Permitted Encumbrances;



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<PAGE>

                  (ii) Liens on any asset existing at the time of acquisition of
         such asset by Borrower or a Subsidiary, or Liens to secure the payment
         of all or any part of the purchase price of an asset upon the
         acquisition of such asset by Borrower or a Subsidiary or to secure any
         Indebtedness permitted hereby incurred by Borrower or a Subsidiary at
         the time of or within ninety days after the acquisition of such asset,
         which Indebtedness is incurred for the purpose of financing all or any
         part of the purchase price thereof; provided, however, that the Lien
         shall apply only to the asset so acquired and proceeds thereof; and
         provided, further, that all such Liens do not in the aggregate secure
         Indebtedness in excess of $15,000,000 at any time;

                  (iii) Liens described in Schedule 7.2 annexed hereto;

                  (iv) Other Liens securing Indebtedness in an aggregate amount
         not to exceed $5,000,000 at any time outstanding; and

                  (v) Liens on assets of Foreign Subsidiaries securing
         Indebtedness permitted pursuant to subsection 7.1(vii).

                  B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Parent or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 7.2A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness secured thereby as long as any such
Indebtedness shall be so secured; provided that, notwithstanding the foregoing,
this covenant shall not be construed as a consent by Requisite Lenders to the
creation or assumption of any such Lien not permitted by the provisions of
subsection 7.2A.

                  C. NO FURTHER NEGATIVE PLEDGES. Neither Parent nor any of its
Subsidiaries shall enter into any agreement (other than an agreement prohibiting
only the creation of Liens securing Subordinated Indebtedness) prohibiting the
creation or assumption of any Lien upon any of its properties or assets, whether
now owned or hereafter acquired, except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale.

                  D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO BORROWER OR
OTHER SUBSIDIARIES. Parent will not, and will not permit any of its Subsidiaries
to, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any such
Subsidiary to (i) pay dividends or make any other distributions on any of such
Subsidiary's Capital Stock owned by Borrower or any other Subsidiary of
Borrower, (ii) repay or prepay any Indebtedness owed by such Subsidiary to
Borrower or any other Subsidiary of Borrower, (iii) make loans or advances to
Borrower or any other Subsidiary of Borrower, or (iv) transfer any of its
property or assets to Borrower or any other Subsidiary of Borrower, except (a)
as provided in this Agreement and (b) as may be provided in an agreement with
respect to an Asset Sale (but solely with respect to the assets subject to such
Asset Sale).



                                      109
<PAGE>

         7.3      INVESTMENTS; ACQUISITIONS.

                  Each of Parent and Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, make or own any Investment
in any Person, including any Joint Venture, or acquire, by purchase or
otherwise, all or substantially all the business, property or fixed assets of,
or Capital Stock or other ownership interest of any Person, or any division or
line of business of any Person except:

                  (i) Parent and its Subsidiaries may make and own Investments
         in Cash Equivalents (and may continue to hold such Investments
         notwithstanding that such Investments may no longer qualify as a Cash
         Equivalent);

                  (ii) Parent and its Subsidiaries may continue to own the
         Investments owned by them as of the Closing Date in any Subsidiaries of
         Parent, Parent may make and own additional equity Investments in
         Borrower and Borrower and Subsidiary Guarantors may make and own
         additional equity Investments in their respective Subsidiary
         Guarantors;

                  (iii) Borrower and its Subsidiaries may make intercompany
         loans to the extent permitted under subsection 7.1(iv);

                  (iv) Borrower and its Subsidiaries may make Consolidated
         Capital Expenditures permitted by subsection 7.8;

                  (v) Borrower and its Subsidiaries may continue to own the
         Investments owned by them and described in Schedule 7.3 annexed hereto;

                  (vi) Borrower and its Subsidiaries may make additional
         Investments in their respective wholly-owned Foreign Subsidiaries;
         provided that (a) the amount of all such Investments constituting
         equity Investments does not exceed $10,000,000 in the aggregate for all
         such Investments since the Closing Date and (b) the amount of all such
         Investments constituting loans or advances permitted under subsection
         7.1(iv) does not exceed $10,0000,000 in aggregate principal amount at
         any time outstanding;

                  (vii) Borrower and its Subsidiaries may make and own other
         Investments in an aggregate amount not to exceed at any time
         $10,000,000;

                  (viii) Borrower may acquire and hold obligations of one or
         more officers or other employees of Borrower or its Subsidiaries in
         connection with such officers' or employees' acquisition of shares of
         Parent's common stock in an aggregate amount at any time outstanding
         not to exceed $5,000,000 (to the extent that such acquisition and
         holding do not violate any applicable law or regulation);

                  (ix) Borrower and its Subsidiaries may receive and hold
         promissory notes and other non-cash consideration received in
         connection with any Asset Sale permitted by subsection 7.7;



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<PAGE>
                  (x) Borrower and its Subsidiaries may acquire Securities in
         connection with the satisfaction or enforcement of Indebtedness or
         claims due or owing to Borrower or any of its Subsidiaries or as
         security for any such Indebtedness or claim; and

                  (xi) after the Closing Date, Borrower and its Subsidiaries may
         consummate Permitted Acquisitions upon the satisfaction of the
         following conditions:

                           (a) on the date of consummation of such acquisition
                  (such date being the "PERMITTED ACQUISITION CLOSING DATE" for
                  such acquisition), EBITDA attributable to the New Business or
                  Person so acquired shall have a positive EBITDA for the four
                  Fiscal Quarter period most recently ended (calculated, as
                  applicable, in accordance with the definition of "Consolidated
                  EBITDA" herein and clause (iv) of the definition of "Pro Forma
                  Basis"); provided, however, that the satisfaction of the
                  condition contained in this clause (a) shall not be required
                  in connection with any Permitted Acquisition in which the
                  aggregate consideration paid by Borrower and its Subsidiaries
                  is less than $10,000,000;

                           (b) Borrower shall have complied with the
                  requirements of subsections 6.8 and 6.9, to the extent
                  applicable, on or promptly following the Permitted Acquisition
                  Closing Date;

                           (c) Borrower shall have delivered a disclosure
                  statement updating each of the Schedules to this Agreement and
                  the other Loan Documents to reflect any factual revisions or
                  modifications to the information set forth therein resulting
                  from such acquisition; provided that any such update which
                  alters the substantive effect of any representation or
                  warranty, covenant or any other term or condition of this
                  Agreement or any other Loan Document or which discloses an
                  event or circumstance that, in any case, would otherwise
                  require the consent of Administrative Agent, Requisite Lenders
                  or Lenders to such modification, event or circumstance, shall
                  not constitute a modification of this Agreement or any other
                  Loan Document or a permitted disclosure hereunder or
                  thereunder, and shall not excuse any Event of Default or
                  Potential Event of Default which may otherwise arise in
                  connection therewith, without written consent required
                  hereunder of Administrative Agent, Requisite Lenders or
                  Lenders, as the case may be;

                           (d) (x) the sum of (1) the aggregate amount of Cash
                  consideration paid by Borrower and its Subsidiaries for
                  Permitted Acquisitions and (2) the aggregate amount of
                  Indebtedness assumed or created in connection with any such
                  Permitted Acquisitions, shall not exceed $15,000,000 in any
                  Fiscal Year and (y) the aggregate amount of consideration
                  consisting of equity Securities of Holdings or Parent paid by
                  Borrower and its Subsidiaries for Permitted Acquisitions shall
                  not exceed $15,000,000 in any Fiscal Year;

                           (e) after giving effect to such acquisition, (1)
                  Borrower and its Subsidiaries shall not be engaged in any
                  business not permitted by



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<PAGE>

                  subsection 7.11, (2) Borrower shall be in compliance on a pro
                  forma basis after giving effect to such acquisition (and any
                  Indebtedness incurred in connection therewith) with each of
                  the financial covenants contained in subsection 7.6, (3) no
                  Event of Default or Potential Event of Default shall have
                  occurred and be continuing or would result from such
                  acquisition, and (4) Borrower shall have delivered to
                  Administrative Agent an Officer's Certificate to the effect
                  set forth in the foregoing clauses (1) through (3) and a
                  Compliance Certificate to evidence clause (2);

                           (f) (x) prior to the consummation of any Permitted
                  Acquisition having EBITDA attributable to the New Business or
                  Person so acquired (calculated, as applicable, in accordance
                  with the definition of "Consolidated EBITDA" herein or such
                  other definition of EBITDA as may be reasonably acceptable to
                  Administrative Agent for the four Fiscal Quarter period most
                  recently ended prior to the Permitted Acquisition Closing Date
                  (the "RELEVANT PERIOD")) equal to or greater than (A) 5% of
                  Consolidated EBITDA of Parent and its Subsidiaries (calculated
                  without giving effect to such Permitted Acquisition) for the
                  Relevant Period or (B) 10% of the total consolidated revenues
                  of Parent and its Subsidiaries (calculated without giving
                  effect to such Permitted Acquisition) for the Relevant Period,
                  Borrower shall deliver to Administrative Agent a copy,
                  prepared in conformity with GAAP (subject to year-end
                  adjustments and the absence of footnotes), of audited
                  financial statements of the Person or New Business so acquired
                  as of the last day of the Relevant Period and (y) prior to the
                  consummation of any Permitted Acquisition having EBITDA
                  attributable to the New Business or Person so acquired
                  (calculated, as applicable, in accordance with the definition
                  of "Consolidated EBITDA" herein or such other definition of
                  EBITDA as may be reasonably acceptable to Administrative Agent
                  for the Relevant Period) less than (A) 5% of Consolidated
                  EBITDA of Parent and its Subsidiaries (calculated without
                  giving effect to such Permitted Acquisition) for the Relevant
                  Period or (B) 10% of total consolidated revenues of Parent and
                  its Subsidiaries (calculated without giving effect to such
                  Permitted Acquisition) for the Relevant Period, Borrower shall
                  deliver to Administrative Agent a copy, prepared in conformity
                  with GAAP (subject to year-end adjustments and the absence of
                  footnotes), of reviewed financial statements of the Person or
                  New Business so acquired as of the last day of the Relevant
                  Period; and

                           (g) on or before the Permitted Acquisition Closing
                  Date, Lenders shall have received from Borrower such other
                  documents and information (including financial information) in
                  respect of such Permitted Acquisition and New Business as any
                  Lender may reasonably request.



                                      112
<PAGE>

         7.4      CONTINGENT OBLIGATIONS.

                  Each of Parent and Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, create or become or remain
liable with respect to any Contingent Obligation, except:

                  (i) (a) Subsidiaries of Borrower may become and remain liable
         with respect to Contingent Obligations in respect of the Subsidiary
         Guaranty, and (b) Parent may become and remain liable with respect to
         Contingent Obligations in respect of the Parent Guaranty;

                  (ii) Borrower may become and remain liable with respect to
         Contingent Obligations in respect of Letters of Credit;

                  (iii) Borrower may become and remain liable with respect to
         Contingent Obligations under Hedge Agreements entered into for
         non-speculative purposes with respect to Indebtedness in an aggregate
         notional principal amount not to exceed at any time $40,000,000;

                  (iv) Borrower and its Subsidiaries may become and remain
         liable with respect to Contingent Obligations in respect of customary
         indemnification and purchase price adjustment obligations incurred in
         connection with Asset Sales or other sales of assets consistent with
         past business practices;

                  (v) Borrower and its Subsidiaries, as applicable, may remain
         liable with respect to Contingent Obligations described in Schedule 7.4
         annexed hereto; and

                  (vi) Borrower and its Subsidiaries may become and remain
         liable with respect to other Contingent Obligations; provided that the
         maximum aggregate liability, contingent or otherwise, of Borrower and
         its Subsidiaries in respect of all such Contingent Obligations shall at
         no time exceed $5,000,000.

         7.5      RESTRICTED JUNIOR PAYMENTS.

                  Parent and Borrower shall not, and shall not permit any of
their respective Subsidiaries to, directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Junior Payment; provided that (i)
Borrower and Parent, as the case may be, may make Restricted Junior Payments (x)
on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to
pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed
$5,000,000 and (y) on or before November 16, 2002, to consummate the Existing
Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled
payments of interest in respect of any Senior Subordinated Notes in accordance
with the terms of, and only to the extent required by, and subject to the
subordination provisions contained in, the Senior Subordinated Note Indenture,
as such indenture may be amended from time to time to the extent permitted under
subsection 7.12B, (y) Parent may make regularly scheduled payments of interest
in kind in respect of any Parent Junior Subordinated Notes in accordance with
the terms of, and



                                      113
<PAGE>

only to the extent required by, and subject to the subordination provisions
contained in, the Parent Junior Subordinated Note Indenture, as such agreement
may be amended from time to time to the extent permitted under subsection 7.12B,
and (z) after the fifth anniversary of the Parent Junior Subordinated Notes
Issue Date and, so long as no Event of Default or Potential Event of Default
shall have occurred and be continuing on the date such Restricted Junior Payment
is declared or to be made, nor would an Event of Default or Potential Event of
Default result from the making of such Restricted Junior Payment, (1) Parent may
make regularly scheduled payments of interest in cash in respect of any Parent
Junior Subordinated Notes in accordance with the terms of, and subject to the
subordination provisions contained in, the Parent Junior Subordinated Note
Indenture, as such agreement may be amended from time to time to the extent
permitted under subsection 7.12B and (2) Borrower may make Restricted Junior
Payments to Parent in an amount necessary to permit Parent to make Restricted
Junior Payments in accordance with the immediately preceding clause (z)(1), so
long as Parent applies the amount of any such Restricted Junior Payment for such
purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an
aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent
necessary to permit Parent to pay its overhead expenses and (b) in an amount
necessary to permit Parent to discharge the consolidated tax liabilities of
Parent and its Subsidiaries paid in cash, in each case so long as Parent applies
the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower
may make Restricted Junior Payments to pay Additional Costs in accordance with
the definition of Additional Costs, and (v) so long as (A) no Event of Default
or Potential Event of Default shall have occurred and be continuing on the date
such Restricted Junior Payment is declared or to be made, nor would an Event of
Default or Potential Event of Default result from the making of such Restricted
Junior Payment, (B) after giving effect to the making of such Restricted Junior
Payment Borrower shall be in pro forma compliance with each of the covenants
contained in subsection 7.6 for the most recent full Fiscal Quarter immediately
preceding the date of the payment of such Restricted Junior Payment for which
the relevant financial information has been delivered pursuant to clauses (ii)
and (iii) of subsection 6.1, and (C) Borrower shall have delivered to
Administrative Agent an Officer's Certificate in form and substance satisfactory
to Administrative Agent (including a calculation of the compliance with the
covenants contained in subsection 7.6) certifying as to the accuracy of the
foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior
Payments to Parent to the extent necessary to permit Parent to purchase, redeem,
acquire or otherwise retire for value shares of Capital Stock of Parent held by
directors, officers or employees of Parent or Borrower or any of their
respective Subsidiaries, or options on any such shares or related stock
appreciation rights or similar securities owned by such directors, officers or
employees (or their estates of beneficiaries under their estates), in all cases
only upon death, disability, retirement, termination of employment or pursuant
to the terms of such stock option plan or any other agreement under which such
shares of Capital Stock, options, related rights or similar securities were
issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year;
provided that Borrower may carry forward to each succeeding Fiscal Year the
aggregate amount of Restricted Payments permitted (but not made) pursuant to
this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of
$7,000,000 over the term of this Agreement and (2) Borrower may make Restricted
Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal
Year; provided that Borrower may carry forward to each succeeding Fiscal Year
the aggregate amount



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<PAGE>

of Restricted Payments permitted (but not made) pursuant to this subsection
7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000
during the term of this Agreement.

         7.6      FINANCIAL COVENANTS.

                  A. MINIMUM INTEREST COVERAGE RATIO. Each Loan Party shall not
permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest
Expense, in each case calculated on a Pro Forma Basis, for any four-Fiscal
Quarter period ending during any of the periods set forth below to be less than
the correlative ratio indicated:

<Table>
<Caption>
                                                                      MINIMUM INTEREST
                          PERIOD                                       COVERAGE RATIO
                          ------                                      ----------------
<S>                                                                   <C>
 Closing Date through September 30, 2003                                 2.05:1.00
 October 1, 2003 through March 31, 2004                                  2.15:1.00
 April 1, 2004 through June 30, 2004                                     2.20:1.00
 July 1, 2004 through September 30, 2004                                 2.25:1.00
 October 1, 2004 through March 31, 2005                                  2.35:1.00
 April 1, 2005 through June 30, 2005                                     2.40:1.00
 July 1, 2005 through September 30, 2005                                 2.45:1.00
 October 1, 2005 and thereafter                                          2.50:1.00
</Table>

                  B. MAXIMUM LEVERAGE RATIO. Each Loan Party shall not permit
the Consolidated Leverage Ratio, calculated on a Pro Forma Basis as of the last
day of the most recently ended Fiscal Quarter ending during any of the periods
set forth below to exceed the correlative ratio indicated:

<Table>
<Caption>
                         PERIOD                                   MAXIMUM LEVERAGE RATIO
                         ------                                   ----------------------
<S>                                                               <C>
Closing Date through September 30, 2003                                 5.25:1.00
October 1, 2003 through December 31, 2003                               4.95:1.00
January 1, 2004 through March 31, 2004                                  4.80:1.00
April 1, 2004 through June 30, 2004                                     4.60:1.00
</Table>


                                      115
<PAGE>

<Table>
<Caption>
                         PERIOD                                   MAXIMUM LEVERAGE RATIO
                         ------                                   ----------------------
<S>                                                               <C>
July 1, 2004 through September 30, 2004                                 4.40:1.00
October 1, 2004 through December 31, 2004                               4.20:1.00
January 1, 2005 through March 31, 2005                                  4.10:1.00
April 1, 2005 through June 30, 2005                                     4.00:1.00
July 1, 2005 through September 30, 2005                                 3.90:1.00
October 1, 2005 through December 31, 2005                               3.80:1.00
January 1, 2006 through March 31, 2006                                  3.70:1.00
April 1, 2006 through June 30, 2006                                     3.60:1.00
July 1, 2006 and thereafter                                             3.50:1.00
</Table>

         7.7      RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

                  Each of Parent and Borrower shall not, and shall not permit
any of its Subsidiaries to, alter the corporate, capital or legal structure of
Parent or any of its Subsidiaries, or enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, except:

                  (i) (x) any Subsidiary of Borrower may be merged with or into
         Borrower or any wholly-owned Subsidiary Guarantor, or be liquidated,
         wound up or dissolved, or all or any part of its business, property or
         assets may be conveyed, sold, leased, transferred or otherwise disposed
         of, in one transaction or a series of transactions, to Borrower or any
         wholly-owned Subsidiary Guarantor; provided that, in the case of such a
         merger, Borrower or such wholly-owned Subsidiary Guarantor shall be the
         continuing or surviving Person and (y) any Foreign Subsidiary of
         Borrower may be merged with or into any other Foreign Subsidiary of
         Borrower, or be liquidated, wound up or dissolved, or all or any part
         of its business, property or assets may be conveyed, sold, leased,
         transferred or otherwise disposed of, in one transaction or a series of
         transactions, to any Foreign Subsidiary of Borrower;

                  (ii) Borrower and its Subsidiaries may sell or otherwise
         dispose of assets in transactions that do not constitute Asset Sales;
         provided that the consideration received for such assets shall be in an
         amount at least equal to the fair market value thereof;



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<PAGE>

                  (iii) Borrower and its Subsidiaries may dispose of obsolete,
         worn out or surplus property in the ordinary course of business;

                  (iv) Borrower and its Subsidiaries may make Asset Sales of
         assets having a fair market value not in excess of $10,000,000 in any
         Fiscal Year and $25,000,000 in the aggregate for all such Asset Sales
         during the term of this Agreement; provided that (a) the consideration
         received for such assets shall be in an amount at least equal to the
         fair market value thereof; (b) the sole consideration received shall
         consist of not less than 80% in Cash; and (c) the proceeds of such
         Asset Sales shall be applied as required by subsection 2.4B(iii)(a) or
         subsection 2.4D;

                  (v) in order to resolve disputes that occur in the ordinary
         course of business, Borrower and its Subsidiaries may discount or
         otherwise compromise for less than the face value thereof, notes or
         accounts receivable;

                  (vi) Borrower or a Subsidiary may sell or dispose of shares of
         Capital Stock of any of its Subsidiaries in order to qualify members of
         the Governing Body of the Subsidiary if required by applicable law; and

                  (vii) Any Person may substantially simultaneously be merged or
         consolidated with or into Borrower or any Subsidiary if the acquisition
         of the Capital Stock of such Person by Borrower or such Subsidiary
         would have been permitted pursuant to subsection 7.3; provided that (a)
         in the case of Borrower, Borrower shall be the continuing or surviving
         Person, (b) if a Subsidiary is not the surviving or continuing Person,
         the surviving Person becomes a Subsidiary and complies with the
         provisions of subsection 6.8 and (c) no Potential Event of Default or
         Event of Default shall have occurred or be continuing after giving
         effect thereto.

         7.8      CONSOLIDATED CAPITAL EXPENDITURES.

                  (i) Each of Parent and Borrower shall not, and shall not
         permit its Subsidiaries to, make or incur Consolidated Capital
         Expenditures net of any proceeds received by Borrower from the sale of
         scaffolding (other than new scaffolding), in any Fiscal Year indicated
         below, in an aggregate amount in excess of the corresponding amount
         (the "MAXIMUM CONSOLIDATED NET CAPITAL EXPENDITURES AMOUNT") set forth
         below opposite such Fiscal Year; provided that the Maximum Consolidated
         Net Capital Expenditures Amount for any Fiscal Year shall be increased
         by an amount equal to the excess, if any, of the Maximum Consolidated
         Net Capital Expenditures Amount for the previous Fiscal Year over the
         actual amount of Consolidated Capital Expenditures (net of any proceeds
         received by Borrower or any Subsidiary from the sale of scaffolding
         equipment (other than scaffolding inventory held for sale in the
         ordinary course of business)) for such previous Fiscal Year; provided,
         further, that in no event shall the amount of such increase exceed 50%
         of the Maximum Consolidated Net Capital Expenditures Amount for such
         previous Fiscal Year (prior to any adjustment in accordance with this
         proviso):


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<PAGE>

<Table>
<Caption>
                                                                  MAXIMUM CONSOLIDATED NET
                                    FISCAL YEAR                     CAPITAL EXPENDITURES
                                    -----------                   ------------------------
<S>                                                              <C>
                                       2002                             $20,000,000
                                       2003                             $20,000,000
                                       2004                             $20,000,000
                             2005 and each Fiscal Year
                                    thereafter                          $25,000,000
</Table>

                  (ii) Notwithstanding anything contained herein to the
         contrary, Borrower and its Subsidiaries may make or incur Consolidated
         Capital Expenditures actually made or incurred with cash capital
         contributions made after the Closing Date to Borrower or any of its
         Subsidiaries by Equity Investors (through Holdings and Parent) and
         specifically identified in a certificate delivered by an Officer of
         Borrower to Administrative Agent on or about the time such capital
         contribution is made; provided that the aggregate amount of all such
         Consolidated Capital Expenditures made or incurred after the Closing
         Date shall not exceed $20,000,000.

         7.9      TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

                  Each of Parent and Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any holder of 10% or more of any
class of equity Securities of Holdings, Parent or Borrower or with any Affiliate
of Holdings, Parent or Borrower or of any such holder, on terms that are less
favorable to Borrower or such other Loan Party, as the case may be, than those
that might be obtained at the time from Persons who are not such a holder or
Affiliate; provided that the foregoing restriction shall not apply to (i) any
transaction between Parent or Borrower and any of the wholly-owned Subsidiaries
of Parent or between any of the wholly-owned Subsidiaries of Parent, (ii)
reasonable and customary fees paid to members of the Governing Bodies of Parent
and its Subsidiaries, (iii) any success bonuses paid on the Closing Date by
Borrower to management of Borrower in connection with the transactions
contemplated by the Loan Documents and the Related Documents to occur on or
before the Closing Date; provided that the aggregate amount of such success
bonuses shall not exceed $5,000,000 or (iv) any advisory fee paid by Parent or
Borrower to JP Morgan Partners on the Closing Date in an aggregate amount not to
exceed $5,000,000.

         7.10     LIMITATIONS ON SALES AND LEASE-BACKS.

                  Each of Parent and Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, become or remain liable as
lessee or as a guarantor or other surety with



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<PAGE>

respect to any lease, whether an Operating Lease or a Capital Lease, of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, (i) that Parent or any of its Subsidiaries has sold or transferred or
is to sell or transfer to any other Person (other than Parent or any of its
Subsidiaries) or (ii) that Parent or any of its Subsidiaries intends to use for
substantially the same purpose as any other property that has been or is to be
sold or transferred by Parent or any of its Subsidiaries to any Person (other
than Parent or any of its Subsidiaries) in connection with such lease; provided,
however, that Borrower and its Subsidiaries may become and remain liable as
lessee, guarantor or other surety with respect to any such lease, to the extent
that the aggregate proceeds resulting from the sale of any such property in
connection with any such transaction, together with the Net Asset Sales Proceeds
that are not Repayable Net Asset Sale Proceeds pursuant to subsection 2.4B(iii),
shall not exceed $3,000,000 in any Fiscal Year; and provided, further, that
Borrower and its Subsidiaries may make Property Sale-Leasebacks.

         7.11     CONDUCT OF BUSINESS.

From and after the Closing Date, Borrower shall not, and shall not permit any of
its Subsidiaries to, engage in any business other than (i) the businesses (and
immaterial ancillary businesses) engaged in by Borrower and its Subsidiaries on
the Closing Date and similar or related businesses and (ii) such other lines of
business as may be consented to by Requisite Lenders. Parent shall not (i)
engage in any business other than entering into and performing its obligations
under and in accordance with the Loan Documents and Related Agreements to which
it is a party and other activities incidental thereto or (ii) own any assets
other than (a) the capital stock of Borrower and (b) Cash and Cash Equivalents
in an amount not to exceed $500,000 at any one time for the purpose of paying
general operating expenses of Parent or otherwise holding such Cash or Cash
Equivalent pending application.

         7.12     AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS; AMENDMENTS OF
                  DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS.

                  A. AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS. Neither Parent
nor Borrower nor any of its Subsidiaries will agree to any material amendment
to, or waive any of its material rights under, any Related Agreement after the
Closing Date without in each case obtaining the prior written consent of
Requisite Lenders to such amendment or waiver.

                  B. AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED
INDEBTEDNESS. Borrower shall not, and shall not permit any of its Subsidiaries
to, amend or otherwise change the terms of any Subordinated Indebtedness, or
make any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase the interest rate on such
Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions thereof (or of any guaranty thereof), or
change any collateral therefor (other than to release such collateral), or if
the effect of such amendment or change, together with all other amendments or
changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the



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<PAGE>

holders of such Subordinated Indebtedness (or a trustee or other representative
on their behalf) which would be adverse to Borrower or Lenders.

         7.13     FISCAL YEAR.

                  Neither Parent nor Borrower shall change its Fiscal Year-end
from December 31.

SECTION 8. EVENTS OF DEFAULT

                  If any of the following conditions or events ("EVENTS OF
DEFAULT") shall occur:

         8.1      FAILURE TO MAKE PAYMENTS WHEN DUE.

                  Failure by Borrower to pay any installment of principal of any
Loan when due, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; failure by Borrower
to pay when due any amount payable to an Issuing Lender in reimbursement of any
drawing under a Letter of Credit; or failure by Borrower to pay any interest on
any Loan or any fee or any other amount due under this Agreement within 3
Business Days after the date due; or

         8.2      DEFAULT IN OTHER AGREEMENTS.

                  (i) Failure of any Loan Party to pay when due any principal of
         or interest on or any other amount payable in respect of one or more
         items of Indebtedness (other than Indebtedness referred to in
         subsection 8.1) or Contingent Obligations in an individual principal
         amount of $3,000,000 or more or with an aggregate principal amount of
         $6,000,000 or more, in each case beyond the end of any grace period
         provided therefor; or

                  (ii) breach or default by any Loan Party with respect to any
         other material term of (a) one or more items of Indebtedness or
         Contingent Obligations in the individual or aggregate principal amounts
         referred to in clause (i) above or (b) any loan agreement, mortgage,
         indenture or other agreement relating to such item(s) of Indebtedness
         or Contingent Obligation(s), if the effect of such breach or default is
         to cause, or to permit the holder or holders of that Indebtedness or
         Contingent Obligation(s) (or a trustee on behalf of such holder or
         holders) to cause, that Indebtedness or Contingent Obligation(s) to
         become or be declared due and payable prior to its stated maturity or
         the stated maturity of any underlying obligation, as the case may be
         (upon the giving or receiving of notice, lapse of time, both, or
         otherwise); or

         8.3      BREACH OF CERTAIN COVENANTS.

                  Failure of Borrower to perform or comply with any term or
condition contained in subsection 2.5, 6.1(i), or 6.2 or Section 7 of this
Agreement; or



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<PAGE>
         8.4      BREACH OF WARRANTY.

                  Any representation, warranty, certification or other statement
made by Borrower or any of the other Loan Parties in any Loan Document or in any
statement or certificate at any time given by any of the Loan Parties in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

         8.5      OTHER DEFAULTS UNDER LOAN DOCUMENTS.

                  Any Loan Party shall default in the performance of or
compliance with any term contained in this Agreement or any of the other Loan
Documents, other than any such term referred to in any other subsection of this
Section 8, and such default shall not have been remedied or waived within 30
days after the earlier of (i) an Officer of Borrower or such Loan Party becoming
aware of such default or (ii) receipt by Borrower and such Loan Party of notice
from Administrative Agent or any Lender of such default; or

         8.6      INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i) A court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of Parent, Borrower or any
         Material Subsidiary of Parent in an involuntary case under the
         Bankruptcy Code or under any other applicable bankruptcy, insolvency or
         similar law now or hereafter in effect, which decree or order is not
         stayed; or any other similar relief shall be granted under any
         applicable federal or state law; or

                  (ii) an involuntary case shall be commenced against Parent,
         Borrower or any other Material Subsidiary of Parent under the
         Bankruptcy Code or under any other applicable bankruptcy, insolvency or
         similar law now or hereafter in effect; or a decree or order of a court
         having jurisdiction in the premises for the appointment of a receiver,
         liquidator, sequestrator, trustee, custodian or other officer having
         similar powers over Parent, Borrower or any Material Subsidiary of
         Parent, or over all or a substantial part of its property, shall have
         been entered; or there shall have occurred the involuntary appointment
         of an interim receiver, trustee or other custodian of Parent, Borrower
         or any Material Subsidiary of Parent for all or a substantial part of
         its property; or a warrant of attachment, execution or similar process
         shall have been issued against any substantial part of the property of
         Parent, Borrower or any Material Subsidiary of Parent, and any such
         event described in this clause (ii) shall continue for 60 days unless
         dismissed, bonded or discharged; or

         8.7      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i) Parent, Borrower or any Material Subsidiary of Parent
         shall have an order for relief entered with respect to it or commence a
         voluntary case under the Bankruptcy Code or under any other applicable
         bankruptcy, insolvency or similar law now or hereafter in effect, or
         shall consent to the entry of an order for relief in an involuntary
         case, or to the conversion of an involuntary case to a voluntary case,
         under any such law, or shall consent to the appointment of or taking
         possession by a receiver, trustee or other



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<PAGE>

         custodian for all or a substantial part of its property; or Parent,
         Borrower or any Material Subsidiary of Parent shall make any assignment
         for the benefit of creditors; or

                  (ii) Parent, Borrower or any Material Subsidiary of Parent
         shall be unable, or shall fail generally, or shall admit in writing its
         inability, to pay its debts as such debts become due; or the Governing
         Body of Parent, Borrower or any Material Subsidiary of Parent (or any
         committee thereof) shall adopt any resolution or otherwise authorize
         any action to approve any of the actions referred to in clause (i)
         above or this clause (ii); or

         8.8      JUDGMENTS AND ATTACHMENTS.

                  Any money judgment, writ or warrant of attachment or similar
process involving (i) in any individual case an amount in excess of $3,000,000
or (ii) in the aggregate at any time an amount in excess of $6,000,000 (in
either case not adequately covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage) shall be entered or
filed against Parent or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a
period of 60 days (or in any event later than five days prior to the date of any
proposed sale thereunder); or

         8.9      DISSOLUTION.

                  Any order, judgment or decree shall be entered against
Borrower or any other Loan Party decreeing the dissolution or split up of
Borrower or such other Loan Party and such order shall remain undischarged or
unstayed for a period in excess of 30 days; or

         8.10     EMPLOYEE BENEFIT PLANS.

                  There shall occur one or more ERISA Events which individually
or in the aggregate results in or might reasonably be expected to result in
liability of any Loan Party in excess of $5,000,000 during the term of this
Agreement; or there shall exist an amount of liability from unfunded benefit
liabilities, calculated in accordance with the provisions of subsection 5.11D,
which exceeds $5,000,000; or

         8.11     CHANGE IN CONTROL.

                  A Change in Control shall have occurred; or

         8.12     INVALIDITY OF LOAN DOCUMENTS; FAILURE OF SECURITY; REPUDIATION
                  OF OBLIGATIONS.

                  At any time after the execution and delivery thereof, (i) any
Loan Document or any provision thereof, for any reason other than the
satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be null
and void, (ii) Administrative Agent shall not have or shall cease to have a
valid and perfected First Priority Lien in any Collateral purported to be
covered by the Collateral Documents, in each case for any reason other than the
failure of Administrative Agent or any Lender to take any action within its
control and except to the extent that (a) such event relates to



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<PAGE>

assets of Borrower or any of its Subsidiaries which are, individually and in the
aggregate, immaterial and (b) such event is insured under a title policy issued
to Administrative Agent for the benefit of Lenders and the relevant insurer
accepts in writing liability for any loss or damage sustained by Administrative
Agent as a result of it ceasing to have a valid and perfected First Priority
Lien under the insured Mortgage and acknowledges in writing that the insured
Mortgage is fully covered by the title insurance policy and that Administrative
Agent's recovery is not subject to any restrictions other than the provisions,
conditions and stipulations set forth in the relevant title insurance policy, or
(iii) any Loan Party shall contest the validity or enforceability of any Loan
Document or any provision thereof in writing or deny in writing that it has any
further liability, including with respect to future advances by Lenders, under
any Loan Document or any provision thereof to which it is a party.

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Borrower, and the obligation of each Lender to make any Loan, the
obligation of Administrative Agent to issue any Letter of Credit and the right
of any Lender to issue any Letter of Credit hereunder shall thereupon terminate,
and (ii) upon the occurrence and during the continuation of any other Event of
Default, Administrative Agent shall, upon the written request or with the
written consent of Requisite Lenders, by written notice to Borrower, declare all
or any portion of the amounts described in clauses (a) through (c) above to be,
and the same shall forthwith become, immediately due and payable, and the
obligation of each Lender to make any Loan, the obligation of Administrative
Agent to issue any Letter of Credit and the right of any Lender to issue any
Letter of Credit hereunder shall thereupon terminate; provided that the
foregoing shall not affect in any way the obligations of Revolving Lenders or LC
Facility Lenders, as the case may be, under subsection 3.3C(i) or the
obligations of Revolving Lenders to purchase assignments of any unpaid Swing
Line Loans as provided in subsection 2.1A(iii).

                  Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

SECTION 9. ADMINISTRATIVE AGENT

         9.1      APPOINTMENT.

                  A. APPOINTMENT OF ADMINISTRATIVE AGENT. CSFB is hereby
appointed Administrative Agent hereunder and under the other Loan Documents.
Each Lender hereby authorizes Administrative Agent to act as its agent in
accordance with the terms of this Agreement and the other Loan Documents.
Administrative Agent agrees to act upon the express conditions contained in this
Agreement and the other Loan Documents, as applicable. The



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<PAGE>

provisions of this Section 9 are solely for the benefit of Administrative Agent
and Lenders and no Loan Party shall have rights as a third party beneficiary of
any of the provisions thereof. In performing its functions and duties under this
Agreement, Administrative Agent (other than as provided in subsection 2.1D)
shall act solely as an agent of Lenders and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust
with or for Borrower or any other Loan Party.

                  B. APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is the
purpose of this Agreement and the other Loan Documents that there shall be no
violation of any law of any jurisdiction denying or restricting the right of
banking corporations or associations to transact business as agent or trustee in
such jurisdiction. It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case Administrative Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a
"SUPPLEMENTAL COLLATERAL AGENT" and collectively as "SUPPLEMENTAL COLLATERAL
AGENTS").

                  In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

                  Should any instrument in writing from Borrower or any other
Loan Party be required by any Supplemental Collateral Agent so appointed by
Administrative Agent for more fully and certainly vesting in and confirming to
him or it such rights, powers, privileges and duties, Borrower shall, or shall
cause such Loan Party to, execute, acknowledge and deliver any and all such
instruments promptly upon request by Administrative Agent. In case any
Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by Administrative Agent until the
appointment of a new Supplemental Collateral Agent.



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<PAGE>

         9.2      POWERS AND DUTIES; GENERAL IMMUNITY.

                  A. POWERS; DUTIES SPECIFIED. Each Lender irrevocably
authorizes Administrative Agent to take such action on such Lender's behalf and
to exercise such powers, rights and remedies hereunder and under the other Loan
Documents as are specifically delegated or granted to Administrative Agent by
the terms hereof and thereof, together with such powers, rights and remedies as
are reasonably incidental thereto. Administrative Agent shall have only those
duties and responsibilities that are expressly specified in this Agreement and
the other Loan Documents. Administrative Agent may exercise such powers, rights
and remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender or
Borrower; and nothing in this Agreement or any of the other Loan Documents,
expressed or implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

                  B. NO RESPONSIBILITY FOR CERTAIN MATTERS. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by such Agent to Lenders or by or on
behalf of any Loan Party to such Agent or any Lender in connection with the Loan
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of Borrower or any other Person liable for the
payment of any Obligations, nor shall such Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the Loan Documents or as
to the use of the proceeds of the Loans or the use of the Letters of Credit or
as to the existence or possible existence of any Event of Default or Potential
Event of Default. Anything contained in this Agreement to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of the amount of outstanding Loans, the Revolving Letter of Credit
Usage or the LC Facility Letter of Credit Usage or the component amounts
thereof.

                  C. EXCULPATORY PROVISIONS. No Agent or any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by such Agent under or in connection with any of the Loan Documents
except to the extent caused by such Agent's gross negligence or willful
misconduct. An Agent shall be entitled to refrain from any act or the taking of
any action (including the failure to take an action) in connection with this
Agreement or any of the other Loan Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication,



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instrument or document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and shall be entitled to rely
and shall be protected in relying on opinions and judgments of attorneys (who
may be attorneys for Parent and its Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Lender shall have any
right of action whatsoever against an Agent as a result of such Agent acting or
(where so instructed) refraining from acting under this Agreement or any of the
other Loan Documents in accordance with the instructions of Requisite Lenders
(or such other Lenders as may be required to give such instructions under
subsection 10.6).

                  D. AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, an Agent in its individual capacity as a Lender
hereunder. With respect to its participation in the Loans and the Letters of
Credit, an Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Lender" or "Lenders" or any
similar term shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. An Agent and its Affiliates may accept
deposits from, lend money to, acquire equity interests in and generally engage
in any kind of commercial banking, investment banking, trust, financial advisory
or other business with Parent or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from any Loan Party for services in connection with this Agreement
and otherwise without having to account for the same to Lenders.

         9.3      INDEPENDENT INVESTIGATION BY LENDERS; NO RESPONSIBILITY FOR
                  APPRAISAL OF CREDITWORTHINESS.

                  Each Lender agrees that it has made its own independent
investigation of the financial condition and affairs of the Loan Parties in
connection with the making of the Loans and the issuance of Letters of Credit
hereunder and that it has made and shall continue to make its own appraisal of
the creditworthiness of the Loan Parties. No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times
thereafter, and no Agent shall have any responsibility with respect to the
accuracy of or the completeness of any information provided to Lenders.

         9.4      RIGHT TO INDEMNITY.

                  Each Lender, in proportion to its Pro Rata Share, severally
agrees to indemnify each Agent and its officers, directors, employees, agents,
attorneys, professional advisors and Affiliates to the extent that any such
Person shall not have been reimbursed by any Loan Party, for and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including counsel fees and disbursements and fees and
disbursements of any financial advisor engaged by Agents) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against an Agent or and other such Persons in exercising the powers, rights and
remedies of an Agent or performing duties of an Agent



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hereunder or under the other Loan Documents or otherwise in its capacity as
Agent in any way relating to or arising out of this Agreement or the other Loan
Documents; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of an Agent resulting from such Agent's gross
negligence or willful misconduct. If any indemnity furnished to an Agent or any
other such Person for any purpose shall, in the opinion of such Agent, be
insufficient or become impaired, such Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

         9.5      SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER.

                  A. SUCCESSOR ADMINISTRATIVE AGENT. Any Agent may resign at any
time by giving 30 days' prior written notice thereof to Lenders and Borrower.
Upon any such notice of resignation, Requisite Lenders may, with prior written
consent of Borrower (which consent shall not be unreasonably withheld) appoint a
successor Administrative Agent; provided that no consent of Borrower shall be
required during the occurrence of an Event of Default hereunder. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After any
retiring Agent's resignation hereunder as an Agent, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was an Agent under this Agreement.

                  B. SUCCESSOR SWING LINE LENDER. Any resignation of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation of CSFB or its successor as Swing Line Lender, and any successor
Administrative Agent appointed pursuant to subsection 9.5A shall, upon its
acceptance of such appointment, become the successor Swing Line Lender for all
purposes hereunder. In such event (i) Borrower shall prepay any outstanding
Swing Line Loans made by the retiring or removed Administrative Agent in its
capacity as Swing Line Lender, (ii) upon such prepayment, the retiring
Administrative Agent and Swing Line Lender shall surrender any Swing Line Note
held by it to Borrower for cancellation, and (iii) if so requested by the
successor Administrative Agent and Swing Line Lender in accordance with
subsection 2.1E, Borrower shall issue a new Swing Line Note to the successor
Administrative Agent and Swing Line Lender substantially in the form of Exhibit
VII annexed hereto, in the principal amount of the Swing Line Loan Commitment
then in effect and with other appropriate insertions.

         9.6      COLLATERAL DOCUMENTS AND GUARANTIES.

                  Each Lender hereby further authorizes Administrative Agent, on
behalf of and for the benefit of Lenders, to enter into each Collateral Document
as secured party and to be the agent for and representative of Lenders under
each Guaranty and each Lender agrees to be bound by the terms of each Collateral
Document and each Guaranty; provided that Administrative Agent shall not (i)
enter into or consent to any material amendment, modification, termination or
waiver of any provision contained in any Collateral Document or Guaranty or (ii)
release any



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Collateral (except as otherwise expressly permitted or required pursuant to the
terms of this Agreement or the applicable Collateral Document), in each case
without the prior consent of Requisite Lenders (or, if required pursuant to
subsection 10.6, all Lenders); provided, further, however, that, without further
written consent or authorization from Lenders, Administrative Agent may execute
any documents or instruments necessary to (a) release any Lien encumbering any
item of Collateral that is the subject of a sale or other disposition of assets
permitted by this Agreement or to which Requisite Lenders have otherwise
consented, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if
all of the Capital Stock of such Subsidiary Guarantor is sold to any Person
(other than an Affiliate of Borrower) pursuant to a sale or other disposition
permitted hereunder or to which Requisite Lenders have otherwise consented or
(c) subordinate the Liens of Administrative Agent, on behalf of Lenders, to any
Liens permitted by subsection 7.2; provided that, in the case of a sale of such
item of Collateral or stock referred to in subdivision (a) or (b), the
requirements of subsection 10.14 are satisfied. Anything contained in any of the
Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent
and each Lender hereby agree that (1) no Lender shall have any right
individually to realize upon any of the Collateral under any Collateral Document
or to enforce any Guaranty, it being understood and agreed that all powers,
rights and remedies under the Collateral Documents and the Guaranties may be
exercised solely by Administrative Agent for the benefit of Lenders in
accordance with the terms thereof, and (2) in the event of a foreclosure by
Administrative Agent on any of the Collateral pursuant to a public or private
sale, Administrative Agent or any Lender may be the purchaser of any or all of
such Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Administrative Agent
at such sale.

         9.7      DUTIES OF OTHER AGENTS.

                  Co-Documentation Agents, Syndication Agent and each of the
Co-Arrangers shall have no right (except, in the case of Co-Arrangers, such
rights as are expressly set forth herein), power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of such Agents shall have
or be deemed to have a fiduciary relationship with any Lender.

         9.8      ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to Parent, Borrower or any of the other
Subsidiaries of Parent, Administrative Agent (irrespective of whether the
principal of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether Administrative Agent shall
have made any demand on Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise



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                  (i) to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Loans and any
         other Obligations that are owing and unpaid and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of Lenders and Agents (including any claim for the
         reasonable compensation, expenses, disbursements and advances of
         Lenders and Agents and their agents and counsel and all other amounts
         due Lenders and Agents under subsections 2.3 and 10.2) allowed in such
         judicial proceeding, and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3 and 10.2.

                  Nothing herein contained shall be deemed to authorize
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lenders or to authorize
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

SECTION 10. MISCELLANEOUS

         10.1     SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS IN
                  LOANS AND LETTERS OF CREDIT.

                  A. GENERAL. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to the further
provisions of this subsection 10.1). Neither Borrower's rights or obligations
hereunder nor any interest therein may be assigned or delegated by Borrower
without the prior written consent of all Lenders (and any attempted assignment
or transfer by Borrower without such consent shall be null and void). No sale,
assignment or transfer or participation of any Revolving Letter of Credit or LC
Facility Letter of Credit, as the case may be, or any participation therein may
be made separately from a sale, assignment, transfer or participation of a
corresponding interest in the Revolving Loan Commitment and the Revolving Loans
of the Revolving Lenders or in the LC Facility Commitment and the LC Facility
Loans of the LC Facility Lenders, as the case may be, effecting such sale,
assignment, transfer or participation. Anything contained herein to the contrary
notwithstanding, except as provided in subsection 2.1A(iii) and subsection 10.5,
the Swing Line Loan Commitment and the Swing Line Loans of Swing Line Lender may
not be sold, assigned or transferred as described below to any Person other than
a successor Administrative Agent and Swing Line Lender to the extent
contemplated by subsection 9.5. Nothing in this Agreement, expressed or implied,
shall be



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construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Affiliates of each of Administrative Agent and Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

                  B. ASSIGNMENTS.

                  (i) Amounts and Terms of Assignments. Any Lender may assign to
         one or more Eligible Assignees all or any portion of its rights and
         obligations under this Agreement; provided that (a), except (1) in the
         case of an assignment of the entire remaining amount of the assigning
         Lender's rights and obligations under this Agreement or (2) in the case
         of an assignment to a Lender or an Affiliate of a Lender or an Approved
         Fund of a Lender, the aggregate amount of the Revolving Loan Exposure,
         Term B Loan Exposure, Supplemental Term Loan Exposure or LC Facility
         Exposure, as the case may be, of the assigning Lender and the assignee
         subject to each such assignment shall not be less than $5,000,000, in
         the case of any assignment of a Revolving Loan, $1,000,000, in the case
         of any assignment of a Term Loan, or $2,500,000, in the case of any
         assignment of a LC Facility Loan, unless each of Administrative Agent
         and, so long as no Event of Default has occurred and is continuing,
         Borrower otherwise consents (each such consent not to be unreasonably
         withheld or delayed), (b) each partial assignment shall be made as an
         assignment of a proportionate part of all the assigning Lender's rights
         and obligations under this Agreement with respect to the Loan or the
         Commitment assigned, (c) the parties to each assignment shall execute
         and deliver to Administrative Agent an Assignment Agreement, together
         with a processing and recordation fee of $3,500 (at Administrative
         Agent's discretion) and the Eligible Assignee, if it shall not be a
         Lender, shall deliver to Administrative Agent information reasonably
         requested by Administrative Agent, including such forms, certificates
         or other evidence, if any, with respect to United States federal income
         tax withholding matters and with respect to information requested under
         the Patriot Act as the assignee under such Assignment Agreement may be
         required to deliver to Administrative Agent pursuant to subsection
         2.7B(iii), (d) in the case of an assignment of all or a portion of a
         Revolving Loan Commitment of any Lender, Administrative Agent, Swing
         Line Lender and each Revolving Issuing Lender shall have given their
         prior written consent to such assignment, (e) in the case of an
         assignment of all or a portion of a LC Facility commitment of any
         Lender, Administrative Agent and each LC Facility Issuing Lender shall
         have given their prior written consent to such assignment, and (f),
         except in the case of an assignment to another Lender (and except as
         provided in subclauses (d) and (e) of this sentence), an Affiliate of a
         Lender or an Approved Fund of a Lender, Administrative Agent and, if no
         Event of Default has occurred and is continuing, Borrower, shall have
         consented thereto (which consent shall not be unreasonably withheld).
         Upon such execution, delivery and consent, from and after the effective
         date specified in such Assignment Agreement, (y) the assignee
         thereunder shall be a party hereto and, to the extent that rights and
         obligations hereunder have been assigned to it pursuant to such
         Assignment Agreement, shall have the rights and obligations of a Lender
         hereunder and (z) the assigning Lender thereunder shall, to the extent
         that rights and obligations hereunder have been assigned by



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         it pursuant to such Assignment Agreement, relinquish its rights (other
         than any rights which survive the termination of this Agreement under
         subsection 10.9B) and be released from its obligations under this
         Agreement (and, in the case of an Assignment Agreement covering all or
         the remaining portion of an assigning Lender's rights and obligations
         under this Agreement, such Lender shall cease to be a party hereto;
         provided that, anything contained in any of the Loan Documents to the
         contrary notwithstanding, if such Lender is the Issuing Lender with
         respect to any outstanding Letters of Credit such Lender shall continue
         to have all rights and obligations of an Issuing Lender with respect to
         such Letters of Credit until the cancellation or expiration of such
         Letters of Credit and the reimbursement of any amounts drawn
         thereunder). The assigning Lender shall, upon the effectiveness of such
         assignment or as promptly thereafter as practicable, surrender its
         Notes, if any, to Administrative Agent for cancellation, and thereupon
         new Notes shall, if so requested by the assignee and/or the assigning
         Lender in accordance with subsection 2.1E, be issued to the assignee
         and/or to the assigning Lender, substantially in the form of Exhibit
         IV, Exhibit V or Exhibit VI annexed hereto, as the case may be, with
         appropriate insertions, to reflect the new Commitments and/or
         outstanding Term B Loans and/or outstanding Revolving Loans and/or
         Supplemental Term Loans and/or LC Facility Loans, as the case may be,
         of the assignee and/or the assigning Lender. Other than as provided in
         subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by
         a Lender of rights or obligations under this Agreement that does not
         comply with this subsection 10.1B shall be treated for purposes of this
         Agreement as a sale by such Lender of a participation in such rights
         and obligations in accordance with subsection 10.1C.

                  (ii) Acceptance by Administrative Agent; Recordation in
         Register. Upon its receipt of an Assignment Agreement executed by an
         assigning Lender and an assignee representing that it is an Eligible
         Assignee, together with the processing and recordation fee referred to
         in subsection 10.1B(i) and any forms, certificates or other evidence
         with respect to United States federal income tax withholding matters
         that such assignee may be required to deliver to Administrative Agent
         pursuant to subsection 2.7B(iii), Administrative Agent shall, if
         Administrative Agent has consented to the assignment evidenced thereby
         (to the extent such consent is required pursuant to subsection
         10.1B(i)), (a) accept such Assignment Agreement by executing a
         counterpart thereof as provided therein (which acceptance shall
         evidence any required consent of Administrative Agent to such
         assignment) and (b) record the information contained therein in the
         Register. Administrative Agent shall maintain a copy of each Assignment
         Agreement delivered to and accepted by it as provided in this
         subsection 10.1B(ii).

                  (iii) Special Purpose Funding Vehicles. Notwithstanding
         anything to the contrary contained in this subsection 10.1B, any Lender
         (a "GRANTING LENDER") may grant to a special purpose funding vehicle (a
         "SPC"), identified as such in writing from time to time by the Granting
         Lender to Administrative Agent, the option to provide to Borrower all
         or any part of any Loan that such Granting Lender would otherwise be
         obligated to make to Borrower; provided that (i) nothing herein shall
         constitute a commitment by any SPC to make any Loan and (ii) if an SPC
         elects not to exercise such option or otherwise fails to provide all or
         any part of such Loan, the Granting Lender



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         shall be obligated to make such Loan. The making of a Term B Loan,
         Supplemental Term Loan, LC Facility Loan or Revolving Loan by an SPC
         hereunder shall utilize the Term B Loan Commitment, Supplemental Term
         Loan Commitment, LC Facility Commitment or Revolving Loan Commitment,
         as applicable, of the Granting Lender to the same extent, and as if,
         such Loan were made by such Granting Lender. Each party hereto hereby
         agrees that no SPC shall be liable for any indemnity or similar payment
         obligation under this Agreement (all liability for which shall remain
         with the Granting Lender). In furtherance of the foregoing, each party
         hereto hereby agrees (which agreement shall survive the termination of
         this Agreement) that, prior to the date that is one year and one day
         after the payment in full of all outstanding commercial paper or other
         senior indebtedness of any SPC, it will not institute against, or join
         any other person in instituting against, such SPC any bankruptcy,
         reorganization, arrangement, insolvency or liquidation proceedings
         under the laws of the United States or any State thereof. In addition,
         notwithstanding anything to the contrary contained in this subsection
         10.1, any SPC may (i) with notice to, but without the prior written
         consent of, Administrative Agent and without paying any processing fee
         therefor, assign all or a portion of its interests in any Loan to the
         Granting Lender or to any financial institutions (consented to by
         Administrative Agent) providing liquidity and/or credit support to or
         for the account of such SPC to support the funding or maintenance of
         any Loans and (ii) disclose on a confidential basis any non-public
         information relating to its Loans to any rating agency, commercial
         paper dealer or provider of any surety, guarantee or credit or
         liquidity enhancement to such SPC. This section may not be amended
         without the written consent of each SPC.

                  C. PARTICIPATIONS. Any Lender may, without the consent of, or
notice to, Borrower or Administrative Agent, sell participations to one or more
Persons (other than a natural Person or Borrower or any of its Affiliates) in
all or a portion of such Lender's rights and/or obligations under this
Agreement; provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) Borrower,
Administrative Agent and Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver directly affecting (i) the extension of
the regularly scheduled maturity of any portion of the principal amount of or
interest on any Loan allocated to such participation or (ii) a reduction of the
principal amount of or the rate of interest payable on any Loan allocated to
such participation. Subject to the further provisions of this subsection 10.1C,
Borrower agrees that each Participant shall be entitled to the benefits of
subsections 2.6D and 2.7 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection 10.1B. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
subsection 10.4 as though it were a Lender, provided such Participant agrees to
be subject to subsection 10.5 as though it were a Lender. A Participant shall
not be entitled to receive any



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greater payment under subsections 2.6D and 2.7 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant unless the sale of the participation to such Participant is made
with Borrower's prior written consent. A Participant that would be a Non-US
Lender if it were a Lender shall not be entitled to the benefits of subsection
2.7 unless Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of Borrower, to comply with
subsection 2.7B(iii) as though it were a Lender.

                  D. PLEDGES AND ASSIGNMENTS. Any Lender may at any time pledge
or assign a security interest in all or any portion of its Loans, and the other
Obligations owed to such Lender, to secure obligations of such Lender, including
without limitation any pledge or assignment to secure obligations to any Federal
Reserve Bank; provided that (i) no Lender shall be relieved of any of its
obligations hereunder as a result of any such assignment or pledge and (ii) in
no event shall any assignee or pledgee be considered to be a "Lender" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder.

                  E. INFORMATION. Each Lender may furnish any information
concerning Parent and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants), subject to subsection 10.19.

                  F. AGREEMENTS OF LENDERS. Each Lender listed on the signature
pages hereof hereby agrees (i) that it is an Eligible Assignee described in
clause (ii) of the definition thereof; (ii) that it has experience and expertise
in the making of loans such as the Loans; and (iii) that it will make its Loans
for its own account in the ordinary course of its business and without a view to
distribution of such Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject
to the provisions of this subsection 10.1, the disposition of such Loans or any
interests therein shall at all times remain within its exclusive control). Each
Lender that becomes a party hereto pursuant to an Assignment Agreement shall be
deemed to agree that the agreements of such Lender contained in Section 2(c) of
such Assignment Agreement are incorporated herein by this reference.

         10.2     EXPENSES.

                  Whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to pay promptly (i) all reasonable costs and
expenses of negotiation, preparation and execution of the Loan Documents and any
consents, amendments, waivers or other modifications thereto; (ii) all costs and
expenses of furnishing all opinions by counsel for Borrower (including any
opinions requested by Agents or Lenders as to any legal matters arising
hereunder) and of each Loan Party's performance of and compliance with all
agreements and conditions on its part to be performed or complied with under
this Agreement and the other Loan Documents including with respect to confirming
compliance with environmental, insurance and solvency requirements; (iii) all
reasonable fees, expenses and disbursements of counsel to Administrative Agent
(including allocated costs of internal counsel) in connection with the
negotiation, preparation, execution and administration of the Loan Documents and
any consents, amendments, waivers or other modifications thereto and any other
documents or matters requested by Borrower; (iv) all costs and expenses of
creating and perfecting Liens in favor of



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Administrative Agent on behalf of Lenders pursuant to any Collateral Document,
including filing and recording fees, expenses and taxes, stamp or documentary
taxes, search fees, title insurance premiums, and reasonable fees, expenses and
disbursements of counsel to Administrative Agent and of counsel providing any
opinions that Administrative Agent or Requisite Lenders may request in respect
of the Collateral Documents or the Liens created pursuant thereto; (v) all costs
and expenses (including the reasonable fees, expenses and disbursements of any
auditors, accountants or appraisers and any environmental or other consultants,
advisors and agents employed or retained by Administrative Agent or its counsel)
of obtaining and reviewing any appraisals provided for under subsection 6.9B and
any environmental audits or reports provided for under subsection 6.9A; (vi) all
costs and expenses incurred by Administrative Agent in connection with the
custody or preservation of any of the Collateral; (vii) all other costs and
expenses incurred by Administrative Agent in connection with the syndication of
the Commitments; (viii) all costs and expenses, including reasonable attorneys'
fees (including reasonable allocated costs of internal counsel) and fees, costs
and expenses of accountants, advisors and consultants, incurred by
Administrative Agent and its counsel relating to efforts to (a) evaluate or
assess any Loan Party, its business or financial condition and (b) protect,
evaluate, assess or dispose of any of the Collateral; and (ix) all costs and
expenses, including reasonable attorneys' fees (including reasonable allocated
costs of internal counsel), reasonable fees, costs and expenses of accountants,
advisors and consultants and costs of settlement, incurred by Administrative
Agent and Lenders in enforcing any Obligations of or in collecting any payments
due from any Loan Party hereunder or under the other Loan Documents (including
in connection with the sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Loan Documents) or in connection
with any refinancing or restructuring of the credit arrangements provided under
this Agreement in the nature of a "work-out" or pursuant to any insolvency or
bankruptcy proceedings.

         10.3     INDEMNITY.

                  In addition to the payment of expenses pursuant to subsection
10.2, whether or not the transactions contemplated hereby shall be consummated,
Borrower agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agents and Lenders (including Issuing Lenders),
and the officers, directors, employees, agents and Affiliates of Agents and
Lenders (collectively called the "INDEMNITEES"), from and against any and all
Indemnified Liabilities (as hereinafter defined); provided that Borrower shall
not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise from
the gross negligence or willful misconduct of that Indemnitee as determined by a
final judgment of a court of competent jurisdiction.

                  As used herein, "INDEMNIFIED LIABILITIES" means, collectively,
any and all liabilities, obligations, losses, damages (including natural
resource damages), penalties, actions, judgments, suits, claims (including
Environmental Claims), costs (including the reasonable costs of any
investigation, study, sampling, testing, abatement, cleanup, removal,
remediation or other response action necessary to remove, remediate, clean up or
abate any Hazardous Materials Activity), expenses and disbursements of any kind
or nature whatsoever (including the reasonable fees and disbursements of counsel
for Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person,



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whether or not any such Indemnitee shall be designated as a party or a potential
party thereto, and any fees or expenses incurred by Indemnitees in enforcing
this indemnity), whether direct, indirect or consequential and whether based on
any federal, state or foreign laws, statutes, rules or regulations (including
securities and commercial laws, statutes, rules or regulations and Environmental
Laws), on common law or equitable cause or on contract or otherwise, that may be
imposed on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of (i) this Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof or
the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, the failure of an Issuing Lender to honor a drawing under a Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto Government Authority, or any enforcement
of any of the Loan Documents (including any sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranties),
(ii) the statements contained in the commitment letter delivered by any Lender
to Borrower with respect thereto, or (iii) any Environmental Claim or any
Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice
of any Loan Party.

                  To the extent that the undertakings to defend, indemnify, pay
and hold harmless set forth in this subsection 10.3 may be unenforceable in
whole or in part because they are violative of any law or public policy,
Borrower shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Indemnitees or any of them.

         10.4     SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by Borrower
at any time or from time to time, without notice to Borrower or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general or special, time or
demand, provisional or final, including Indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts) and
any other Indebtedness at any time held or owing by that Lender or any Affiliate
of that Lender to or for the credit or the account of Borrower and each other
Loan Party against and on account of the Obligations of Borrower or any other
Loan Party to that Lender (or any Affiliate of that Lender) or to any other
Lender (or any Affiliate of any other Lender) under this Agreement, the Letters
of Credit and participations therein and the other Loan Documents, including all
claims of any nature or description arising out of or connected with this
Agreement, the Letters of Credit and participations therein or any other Loan
Document, irrespective of whether or not (i) that Lender shall have made any
demand hereunder or (ii) the principal of or the interest on the Loans or any
amounts in respect of the Letters of Credit or any other amounts due hereunder
shall have become due and payable pursuant to Section 8 and although said
obligations and liabilities, or any of them, may be contingent or unmatured.
Borrower hereby further grants to Administrative Agent and each Lender a
security interest in all deposits and accounts maintained with Administrative
Agent or such Lender as security for the Obligations.



                                      135
<PAGE>

         10.5     RATABLE SHARING.

                  Lenders hereby agree among themselves that if any of them
shall, whether by voluntary payment (other than a voluntary prepayment of Loans
made and applied in accordance with the terms of this Agreement), by realization
upon security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender, then
the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase assignments (which it shall be
deemed to have purchased from each seller of an assignment simultaneously upon
the receipt by such seller of its portion of such payment) of the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; provided that if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Borrower or otherwise,
those purchases shall be rescinded and the purchase prices paid for such
assignments shall be returned to such purchasing Lender ratably to the extent of
such recovery, but without interest. Borrower expressly consents to the
foregoing arrangement and agrees that any purchaser of an assignment so
purchased may exercise any and all rights of a Lender as to such assignment as
fully as if that Lender had complied with the provisions of subsection 10.1B
with respect to such assignment. In order to further evidence such assignment
(and without prejudice to the effectiveness of the assignment provisions set
forth above), each purchasing Lender and each selling Lender agree to enter into
an Assignment Agreement at the request of a selling Lender or a purchasing
Lender, as the case may be, in form and substance reasonably satisfactory to
each such Lender.

         10.6     AMENDMENTS AND WAIVERS.

                  No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure by
Borrower therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; provided that no such amendment, modification,
termination, waiver or consent shall, without the consent of (a) each Lender
with Obligations directly affected (whose consent shall be sufficient for any
such amendment, modification, termination or waiver without the consent of
Requisite Lenders) (1) reduce the principal amount of any Loan, (2) increase the
maximum aggregate amount of (x) Revolving Letters of Credit or (y) LC Facility
Letters of Credit, (3) postpone the scheduled final maturity date or any
scheduled principal payment of any Loan, (4) postpone the date on which any
interest or any fees are payable, (5) decrease the interest rate borne by any
Loan (other than any waiver of any increase in the interest rate applicable to
any of the Loans pursuant to subsection 2.2E) or the amount of any fees payable
hereunder), (6) reduce the amount or postpone the due date of any amount payable
in respect of any Letter of Credit, (7) extend the



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<PAGE>

expiration date of any Letter of Credit beyond the Revolving Loan Commitment
Termination Date, (8) change in any manner the obligations of (x) Revolving
Lenders relating to the purchase of participations in Revolving Letters of
Credit or (y) LC Facility Lenders relating to the purchase of participations in
LC Facility Letters of Credit, or (9) increase the amount of any of the
Commitments; (b) each Lender, (1) change in any manner the definition of "Class"
or the definition of "Pro Rata Share" or the definition of "Requisite Class
Lenders" or the definition of "Requisite Lenders" (except for any changes
resulting solely from an increase in Commitments approved by Requisite Lenders
or the addition of a class of loans under this Agreement approved by Requisite
Lenders), (2) change in any manner any provision of this Agreement that, by its
terms, expressly requires the approval or concurrence of all Lenders, (3)
increase the maximum duration of Interest Periods permitted hereunder, (4)
release any Lien granted in favor of Administrative Agent with respect to all or
substantially all of the Collateral or release Parent from its obligations under
the Parent Guaranty or release any Subsidiary Guarantor from its obligations
under the Subsidiary Guaranty, in each case other than in accordance with the
terms of the Loan Documents or (5) change in any manner or waive the provisions
contained in subsection 8.1 or this subsection 10.6. In addition, (i) any
amendment, modification, termination or waiver of any of the provisions
contained in Section 4 shall be effective only if evidenced by a writing signed
by or on behalf of Administrative Agent and Requisite Lenders, (ii) no
amendment, modification, termination or waiver of any provision of any Note
shall be effective without the written concurrence of the Lender which is the
holder of that Note, (iii) no amendment, modification, termination or waiver of
any provision of subsection 2.1A(iii) or of any other provision of this
Agreement relating to the Swing Line Loan Commitment or the Swing Line Loans
shall be effective without the written concurrence of Swing Line Lender, (iv) no
amendment, modification, termination or waiver of any provision of Section 3
shall be effective without the written concurrence of Administrative Agent and,
with respect to the purchase of participations in Letters of Credit, without the
written concurrence of each Issuing Lender that has issued an outstanding Letter
of Credit or has not been reimbursed for a payment under a Letter of Credit, and
(v) no amendment, modification, termination or waiver of any provision of
Section 9 or of any other provision of this Agreement which, by its terms,
expressly requires the approval or concurrence of Administrative Agent (and, as
applicable, any other Agent) shall be effective without the written concurrence
of Administrative Agent (and, as applicable such other Agent), and (vi) no
amendment, modification, termination or waiver of any provision of subsection
2.4 that has the effect of changing any voluntary or mandatory prepayments, or
Commitment reductions applicable to a Class in a manner that disproportionately
disadvantages such Class relative to any other Class shall be effective without
the written concurrence of Requisite Class Lenders of such affected Class (it
being understood and agreed that any amendment, modification, termination or
waiver of any such provision which only postpones or reduces any voluntary or
mandatory prepayment, or Commitment reduction from those set forth in subsection
2.4 with respect to one Class but not any other Class shall be deemed to
disproportionately disadvantage such one Class but not to disproportionately
disadvantage any such other Class for purposes of this clause (vi)).
Administrative Agent may, but shall have no obligation to, with the concurrence
of any Lender, execute amendments, modifications, waivers or consents on behalf
of that Lender. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on Borrower in any case shall entitle Borrower to any other or further
notice



                                      137
<PAGE>

or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this subsection 10.6
shall be binding upon each Lender at the time outstanding, each future Lender
and, if signed by Borrower, on Borrower.

         10.7     INDEPENDENCE OF COVENANTS.

                  All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such action
is taken or condition exists.

         10.8     NOTICES; EFFECTIVENESS OF SIGNATURES.

                  Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing
and may be personally served, or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile in complete and legible
form, or three (3) Business Days after depositing it in the United States mail
with postage prepaid and properly addressed; provided that notices to
Administrative Agent, Swing Line Lender and any Issuing Lender shall not be
effective until received. For the purposes hereof, the address of each party
hereto shall be as set forth under such party's name on the signature pages
hereof or (i) as to Borrower and Administrative Agent, such other address as
shall be designated by such Person in a written notice delivered to the other
parties hereto and (ii) as to each other party, such other address as shall be
designated by such party in a written notice delivered to Administrative Agent.
Electronic mail and Internet and intranet websites may be used to distribute
routine communications, such as financial statements and other information;
provided, however, that no signature with respect to any notice, request,
agreement, waiver, amendment or other document or any notice that is intended to
have binding effect may be sent by electronic mail.

                  Loan Documents and notices under the Loan Documents may be
transmitted and/or signed by telefacsimile. The effectiveness of any such
documents and signatures shall, subject to applicable law, have the same force
and effect as an original copy with manual signatures and shall be binding on
all Loan Parties, Agents and Lenders. Administrative Agent may also require that
any such documents and signature be confirmed by a manually-signed copy thereof;
provided, however, that the failure to request or deliver any such
manually-signed copy shall not affect the effectiveness of any facsimile
document or signature.

         10.9     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

                  A. All representations, warranties and agreements made herein
shall survive the execution and delivery of this Agreement and the making of the
Loans and the issuance of the Letters of Credit hereunder.



                                      138
<PAGE>

                  B. Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Borrower set forth in subsections 2.6D,
2.7, 10.2, 10.3, 10.4, 10.17 and 10.18 and the agreements of Lenders set forth
in subsections 9.2C, 9.4, 10.5 and 10.18 shall survive the payment of the Loans,
the cancellation or expiration of the Letters of Credit and the reimbursement of
any amounts drawn thereunder, and the termination of this Agreement.

         10.10    FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

                  No failure or delay on the part of an Agent or any Lender in
the exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

         10.11    MARSHALLING; PAYMENTS SET ASIDE.

                  Neither any Agent nor any Lender shall be under any obligation
to marshal any assets in favor of Borrower or any other party or against or in
payment of any or all of the Obligations. To the extent that Borrower makes a
payment or payments to Administrative Agent or Lenders (or to Administrative
Agent for the benefit of Lenders), or Agents or Lenders enforce any security
interests or exercise their rights of setoff, and such payment or payments or
the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff had
not occurred.

         10.12    SEVERABILITY.

                  In case any provision in or obligation under this Agreement or
the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

         10.13    OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS;
                  DAMAGE WAIVER.

                  The obligations of Lenders hereunder are several and no Lender
shall be responsible for the obligations or Commitments of any other Lender
hereunder. Nothing contained herein or in any other Loan Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders, or Lenders and Borrower, as a partnership, an association, a Joint
Venture or any other kind of entity. The amounts payable at any time



                                      139
<PAGE>

hereunder to each Lender shall be a separate and independent debt, and each
Lender shall be entitled to protect and enforce its rights arising out of this
Agreement and it shall not be necessary for any other Lender to be joined as an
additional party in any proceeding for such purpose.

                  To the extent permitted by law, each Loan Party shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with or as a result
of this Agreement (including, without limitation, subsection 2.1C hereof), any
other Loan Document, any transaction contemplated by the Loan Documents, any
Loan or the use of proceeds thereof.

         10.14    RELEASE OF SECURITY INTEREST OR GUARANTY.

                  Upon the proposed sale or other disposition of any Collateral
that is permitted by this Agreement or to which Requisite Lenders have otherwise
consented, or the sale or other disposition of all of the Capital Stock of a
Subsidiary Guarantor to any Person (other than an Affiliate of Borrower)
permitted by this Agreement or to which Requisite Lenders have otherwise
consented, for which a Loan Party desires to obtain a security interest release
or a release of the Subsidiary Guaranty from Administrative Agent, such Loan
Party shall deliver an Officer's Certificate (i) stating that the Collateral or
the Capital Stock subject to such disposition is being sold or otherwise
disposed of in compliance with the terms hereof and (ii) specifying the
Collateral or Capital Stock being sold or otherwise disposed of in the proposed
transaction. Upon the receipt of such Officer's Certificate, Administrative
Agent shall, at such Loan Party's expense, so long as Administrative Agent (a)
has no reason to believe that the facts stated in such Officer's Certificate are
not true and correct and (b), if the sale or other disposition of such item of
Collateral or Capital Stock constitutes an Asset Sale, shall have received
evidence satisfactory to it that arrangements satisfactory to it have been made
for delivery of the Net Asset Sale Proceeds if and as required by subsection
2.4, execute and deliver such releases of its security interest in such
Collateral or such Subsidiary Guaranty, as may be reasonably requested by such
Loan Party.

         10.15    APPLICABLE LAW.

                  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

         10.16    CONSTRUCTION OF AGREEMENT; NATURE OF RELATIONSHIP.

                  Each of the parties hereto acknowledges that (i) it has been
represented by counsel in the negotiation and documentation of the terms of this
Agreement, (ii) it has had full and fair opportunity to review and revise the
terms of this Agreement, (iii) this Agreement has



                                      140
<PAGE>

been drafted jointly by all of the parties hereto, and (iv) neither
Administrative Agent nor any Lender or other Agent has any fiduciary
relationship with or duty to Borrower arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between
Administrative Agent, the other Agents and Lenders, on one hand, and Borrower,
on the other hand, in connection herewith or therewith is solely that of debtor
and creditor. Accordingly, each of the parties hereto acknowledges and agrees
that the terms of this Agreement shall not be construed against or in favor of
another party.

         10.17    CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

                  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

                  (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
         JURISDICTION AND VENUE OF SUCH COURTS;

                  (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                  (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
         PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
         MAIL, RETURN RECEIPT REQUESTED, TO BORROWER AT ITS ADDRESS PROVIDED IN
         ACCORDANCE WITH SUBSECTION 10.8;

                  (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
         SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH
         PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
         BINDING SERVICE IN EVERY RESPECT;

                  (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN
         ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST
         BORROWER IN THE COURTS OF ANY OTHER JURISDICTION; AND

                  (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17
         RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO
         THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
         SECTION 5-1402 OR OTHERWISE.



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<PAGE>

         10.18    WAIVER OF JURY TRIAL.

                  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR
THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including contract claims, tort claims, breach of duty claims and all other
common law and statutory claims. Each party hereto acknowledges that this waiver
is a material inducement to enter into a business relationship, that each has
already relied on this waiver in entering into this Agreement, and that each
will continue to rely on this waiver in their related future dealings. Each
party hereto further warrants and represents that it has reviewed this waiver
with its legal counsel and that it knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION
10.18 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation,
this Agreement may be filed as a written consent to a trial by the court.

         10.19    CONFIDENTIALITY.

                  Each Lender shall hold all non-public information obtained
pursuant to the requirements of this Agreement in accordance with such Lender's
customary procedures for handling confidential information of this nature, it
being understood and agreed by Borrower that in any event a Lender may make
disclosures (a) to its and its Affiliates' directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such information and instructed to keep such
information confidential), (b) to the extent requested by any Government
Authority (provided that such Lender shall notify the Borrower of any request by
any Government Authority), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this subsection 10.19, to (i) any Eligible
Assignee of or participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of
Borrower, (g) with the consent of Borrower, (h) to the



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<PAGE>

extent such information (i) becomes publicly available other than as a result of
a breach of this subsection 10.19 or (ii) becomes available to Administrative
Agent or any Lender on a nonconfidential basis from a source other than Borrower
or (i) to the National Association of Insurance Commissioners or any other
similar organization or any nationally recognized rating agency that requires
access to information about a Lender's or its Affiliates' investment portfolio
in connection with ratings issued with respect to such Lender or its Affiliates
and that no written or oral communications from counsel to an Agent and no
information that is or is designated as privileged or as attorney work product
may be disclosed to any Person unless such Person is a Lender or a participant
hereunder; provided that, unless specifically prohibited by applicable law or
court order, each Lender shall notify Borrower of any request by any Government
Authority or representative thereof (other than any such request in connection
with any examination of the financial condition of such Lender by such
Government Authority) for disclosure of any such non-public information prior to
disclosure of such information; and provided, further, that in no event shall
any Lender be obligated or required to return any materials furnished by
Borrower or any of its Subsidiaries. In addition, Administrative Agent and
Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending
industry, and service providers to Administrative Agent and Lenders.

         10.20    COUNTERPARTS; EFFECTIVENESS.

                  This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.

                  [Remainder of page intentionally left blank.]



                                      143
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

BORROWER:

                                    BRAND SERVICES, INC.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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




                                       S-1
<PAGE>

ADMINISTRATIVE AGENT:               CREDIT SUISSE FIRST BOSTON


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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


                                      S-2
<PAGE>

SYNDICATION AGENT:                  JPMORGAN CHASE BANK


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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


                                      S-3
<PAGE>

CO-ARRANGERS:                       CREDIT SUISSE FIRST BOSTON


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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


                                      S-4
<PAGE>

                                    J.P. MORGAN SECURITIES INC.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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



                                      S-5
<PAGE>

CO-DOCUMENTATION AGENTS:

                                    GENERAL ELECTRIC CAPITAL CORPORATION


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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



                                      S-6
<PAGE>

                                    ANTERES CAPITAL CORPORATION


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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



                                      S-7
<PAGE>

LENDERS:
                                    CREDIT SUISSE FIRST BOSTON,
                                    CAYMAN ISLANDS BRANCH


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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



                                      S-8
<PAGE>

                                    CHASE LINCOLN FIRST COMMERCIAL CORPORATION


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    Notice Address:

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

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

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

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


                                      S-9