<PAGE>

                                                                    EXHIBIT 10.1

                                                                  CONFORMED COPY

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

                                  $325,000,000

                                CREDIT AGREEMENT

                                      among

                       NATIONAL WATERWORKS HOLDINGS, INC.,

                           NATIONAL WATERWORKS, INC.,

                                  as Borrower,

              The Several Lenders from Time to Time Parties Hereto,

                            JPMORGAN SECURITIES INC.,

                            as Co-Syndication Agent,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,

                            as Co-Syndication Agent,

                      GENERAL ELECTRIC CAPITAL CORPORATION,

                           As Co-Documentation Agent,

                          ANTARES CAPITAL CORPORATION,

                            As Co-Documentation Agent

                                       and

                            UBS AG, STAMFORD BRANCH,

                             as Administrative Agent

                          Dated as of November 22, 2002

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

                            JPMORGAN SECURITIES INC.

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.

                  as Joint Lead Arrangers and Joint Bookrunners

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
<S>          <C>                                                                           <C>
SECTION 1.        DEFINITIONS............................................................    1
     1.1     Defined Terms...............................................................    1
     1.2     Other Definitional Provisions...............................................   23

SECTION 2.        AMOUNT AND TERMS OF COMMITMENTS........................................   23

     2.1     Term Commitments............................................................   23
     2.2     Procedure for Term Loan Borrowing...........................................   25
     2.3     Repayment of Term Loans.....................................................   25
     2.4     Revolving Commitments.......................................................   26
     2.5     Procedure for Revolving Loan Borrowing......................................   26
     2.6     Swingline Commitment........................................................   27
     2.7     Procedure for Swingline Borrowing; Refunding of Swingline Loans.............   27
     2.8     Commitment Fees, etc........................................................   29
     2.9     Termination or Reduction of Revolving Commitments...........................   29
     2.10    Optional Prepayments........................................................   29
     2.11    Mandatory Prepayments.......................................................   29
     2.12    Conversion and Continuation Options.........................................   30
     2.13    Limitations on Eurodollar Tranches..........................................   31
     2.14    Interest Rates and Payment Dates............................................   31
     2.15    Computation of Interest and Fees............................................   31
     2.16    Inability to Determine Interest Rate........................................   32
     2.17    Pro Rata Treatment and Payments.............................................   32
     2.18    Requirements of Law.........................................................   33
     2.19    Taxes.......................................................................   34
     2.20    Indemnity...................................................................   36
     2.21    Change of Lending Office....................................................   36
     2.22    Replacement of Lenders......................................................   37

SECTION 3.        LETTERS OF CREDIT......................................................   37

     3.1     L/C Commitment..............................................................   37
     3.2     Procedure for Issuance of Letter of Credit..................................   37
     3.3     Fees and Other Charges......................................................   38
     3.4     L/C Participations..........................................................   38
     3.5     Reimbursement Obligation of the Borrower....................................   39
     3.6     Obligations Absolute........................................................   39
     3.7     Letter of Credit Payments...................................................   39
     3.8     Applications................................................................   39

SECTION 4.        REPRESENTATIONS AND WARRANTIES.........................................   40

     4.1     Financial Condition.........................................................   40
     4.2     No Change...................................................................   41
     4.3     Existence; Compliance with Law..............................................   41
     4.4     Power; Authorization; Enforceable Obligations...............................   41
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                                           Page
<S>          <C>                                                                           <C>
     4.5     No Legal Bar................................................................   41
     4.6     Litigation..................................................................   41
     4.7     No Default..................................................................   41
     4.8     Ownership of Property; Liens................................................   42
     4.9     Intellectual Property.......................................................   42
     4.10    Taxes.......................................................................   42
     4.11    Federal Regulations.........................................................   42
     4.12    Labor Matters...............................................................   42
     4.13    ERISA.......................................................................   42
     4.14    Investment Company Act; Other Regulations...................................   43
     4.15    Subsidiaries................................................................   43
     4.16    Use of Proceeds.............................................................   43
     4.17    Environmental Matters.......................................................   43
     4.18    Accuracy of Information, etc................................................   44
     4.19    Security Documents, etc.....................................................   45
     4.20    Solvency....................................................................   45
     4.21    Senior Indebtedness.........................................................   45
     4.22    Regulation H................................................................   45
     4.23    Certain Documents...........................................................   45

SECTION 5.        CONDITIONS PRECEDENT...................................................   46

     5.1     Conditions to Initial Extension of Credit...................................   46
     5.2     Conditions to Each Extension of Credit......................................   49

SECTION 6.        AFFIRMATIVE COVENANTS..................................................   50

     6.1     Financial Statements........................................................   50
     6.2     Certificates; Other Information.............................................   50
     6.3     Payment of Obligations......................................................   51
     6.4     Maintenance of Existence; Compliance........................................   51
     6.5     Maintenance of Property; Insurance..........................................   52
     6.6     Inspection of Property; Books and Records; Discussions......................   52
     6.7     Notices.....................................................................   52
     6.8     Environmental Laws..........................................................   53
     6.9     Interest Rate Protection....................................................   53
     6.10    Additional Collateral, etc..................................................   53
     6.11    Matters Relating to Collateral..............................................   55

SECTION 7.        NEGATIVE COVENANTS.....................................................   57

     7.1     Financial Condition Covenants...............................................   57
     7.2     Indebtedness................................................................   59
     7.3     Liens.......................................................................   61
     7.4     Fundamental Changes.........................................................   62
     7.5     Disposition of Property.....................................................   62
     7.6     Restricted Payments.........................................................   63
     7.7     Capital Expenditures........................................................   64
     7.8     Investments.................................................................   64
     7.9     Optional Payments and Modifications of Certain Debt Instruments.............   66
     7.10    Transactions with Affiliates................................................   67
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                           Page
<S>          <C>                                                                           <C>
     7.11    Sales and Leasebacks........................................................   67
     7.12    Swap Agreements.............................................................   67
     7.13    Changes in Fiscal Periods...................................................   67
     7.14    Negative Pledge Clauses.....................................................   67
     7.15    Clauses Restricting Subsidiary Distributions................................   68
     7.16    Lines of Business...........................................................   68
     7.17    Amendments to Acquisition Documents.........................................   68

SECTION 8.        EVENTS OF DEFAULT......................................................   68

SECTION 9.        THE AGENTS.............................................................   71

     9.1     Appointment.................................................................   71
     9.2     Delegation of Duties........................................................   72
     9.3     Exculpatory Provisions......................................................   72
     9.4     Reliance by Administrative Agent............................................   72
     9.5     Notice of Default...........................................................   72
     9.6     Non-Reliance on Agents and Other Lenders....................................   73
     9.7     Indemnification.............................................................   73
     9.8     Agent in Its Individual Capacity............................................   73
     9.9     Successor Administrative Agent..............................................   74
     9.10    Co-Documentation Agents.....................................................   74

SECTION 10.       MISCELLANEOUS..........................................................   74

     10.1    Amendments and Waivers......................................................   74
     10.2    Notices.....................................................................   75
     10.3    No Waiver; Cumulative Remedies..............................................   76
     10.4    Survival of Representations and Warranties..................................   76
     10.5    Payment of Expenses and Taxes...............................................   76
     10.6    Successors and Assigns; Participations and Assignments......................   77
     10.7    Adjustments; Set-off........................................................   80
     10.8    Counterparts................................................................   81
     10.9    Severability................................................................   81
     10.10   Integration.................................................................   81
     10.11   GOVERNING LAW...............................................................   81
     10.12   Submission To Jurisdiction; Waivers.........................................   81
     10.13   Acknowledgements............................................................   82
     10.14   Releases of Guarantees and Liens............................................   82
     10.15   Confidentiality.............................................................   82
     10.16   WAIVERS OF JURY TRIAL.......................................................   83
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>      <C>
ANNEX:

A        Pricing Grid

SCHEDULES:

1.1A     Commitments
1.1B     Mortgaged Property
1.1C     Certain Pro Forma EBITDA Adjustments
4.4      Consents, Authorizations, Filings and Notices
4.15     Subsidiaries
4.19(a)  UCC Filing Jurisdictions
4.19(b)  Mortgage Filing Jurisdictions
4.19(c)  Leased Property
7.2(d)   Existing Indebtedness
7.3(f)   Existing Liens
7.10     Transactions with Affiliates

EXHIBITS:

A        Form of Guarantee and Collateral Agreement
B        Form of Compliance Certificate
C        Form of Closing Certificate
D        Form of Mortgage
E        Form of Assignment and Assumption
F        Form of Legal Opinion of O'Melveny & Myers LLP
H        Form of Exemption Certificate
J        Form of Solvency Certificate
K        Form of New Lender Supplement
L        Form of Incremental Facility Activation Notice
M        Form of Landlord Waiver
</TABLE>

                                       iv

<PAGE>

                  CREDIT AGREEMENT (this "Agreement"), dated as of November __,
2002, among NATIONAL WATERWORKS HOLDINGS, INC., a Delaware corporation
("Holdings"), NATIONAL WATERWORKS, INC., a Delaware corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to this Agreement (the "Lenders"), JPMORGAN SECURITIES INC.
and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-syndication agents, GENERAL
ELECTRIC CAPITAL CORPORATION and ANTARES CAPITAL CORPORATION, as
co-documentation agents, and UBS AG, STAMFORD BRANCH, as administrative agent.

                  The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1      Defined Terms. As used in this Agreement, the terms
listed in this Section 1.1 shall have the respective meanings set forth in this
Section 1.1.

                  "ABR": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime Rate
in effect on such day, and (b) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate
of interest per annum publicly announced from time to time by UBS AG, Stamford
Branch as its prime rate in effect at its principal office in Stamford,
Connecticut (the Prime Rate not being intended to be the lowest rate of interest
charged by UBS AG, Stamford Branch in connection with extensions of credit to
debtors). Any change in the ABR due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

                  "ABR Loans": Loans the rate of interest applicable to which is
based upon the ABR.

                  "Acquired Business":  as defined in Section 5.1(b).

                  "Acquisition":  as defined in Section 5.1(b).

                  "Acquisition Agreement": the Asset Purchase Agreement, dated
as of September 12, 2002, among United States Filter Corporation, a Delaware
corporation, Distribution and the Borrower.

                  "Acquisition Documentation": collectively, the Acquisition
Agreement, the Vivendi Guarantee and all schedules, exhibits and annexes to each
of the foregoing and all side letters and agreements affecting the terms of
either of the foregoing or entered into in connection therewith.

                  "Additional Net Sales": for any fiscal year of the Borrower,
for each Person or business unit acquired directly or indirectly by the Borrower
or any Subsidiary Guarantor pursuant to a Permitted Acquisition during such
fiscal year or any prior fiscal year, the product of (a) 1.0% multiplied by (b)
the historical net sales of such Person or business unit during its most
recently completed four full fiscal quarters immediately preceding the Permitted
Acquisition of such Person or business unit for which quarterly financial
statements have been delivered to the Administrative Agent.

                  "Adjustment Date":  as defined in the Pricing Grid.

                  "Administrative Agent": UBS AG, Stamford Branch, together with
its affiliates, as the administrative agent for the Lenders under this Agreement
and the other Loan Documents, together with any of its successors.

<PAGE>

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to direct or cause the direction of
the management and policies of such Person, whether by contract or otherwise.

                  "Agents": the collective reference to the Co-Documentation
Agents, the Co-Syndication Agents and the Administrative Agent.

                  "Aggregate Exposure": with respect to any Lender at any time,
an amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the
amount of such Lender's Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender's Revolving
Extensions of Credit then outstanding.

                  "Aggregate Exposure Percentage": with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

                  "Agreement":  as defined in the preamble hereto.

                  "Applicable Margin": (a) for Tranche B Term Loans and
Revolving Loans, for each Type of Loan, the rate per annum set forth under the
relevant column heading below and (b) for Incremental Extensions of Credit, such
per annum rates as shall be agreed to by the Borrower and the applicable
Incremental Lenders as shown in the applicable Incremental Facility Activation
Notice.

<TABLE>
<CAPTION>
                                              ABR Loans         Eurodollar Loans
<S>                                           <C>               <C>
Revolving Loans and Swingline Loans             2.00%                3.00%

Tranche B Term Loans                            3.00%                4.00%
</TABLE>

; provided, that on and after the first Adjustment Date occurring after the
completion of two full fiscal quarters of the Borrower after the Closing Date,
the Applicable Margin with respect to Revolving Loans and Swingline Loans will
be determined pursuant to the Pricing Grid.

                  "Application": an application, in such form as the Issuing
Lender may specify from time to time, requesting the Issuing Lender to open a
Letter of Credit.

                  "Approved Fund":  as defined in Section 10.6(b).

                  "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clause (a)
(other than clause (v) thereof), (b), (c) (other than with respect to
Dispositions under Section 7.11(c)), (d)(i) and (e) of Section 7.5 except, in
the case of clause (e), to the extent such Disposition relates to an Investment
made as a result of a Disposition under clause (a)(v) that yields Net Cash
Proceeds to any Group Member in excess of $500,000.

                  "Assignee":  as defined in Section 10.6(b).

                  "Assignment and Assumption": an Assignment and Assumption,
substantially in the form of Exhibit E.

<PAGE>

                  "Available Revolving Commitment": as to any Revolving Lender
at any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Commitment then in effect over (b) such Lender's Revolving Extensions
of Credit then outstanding; provided, that in calculating any Lender's Revolving
Extensions of Credit for the purpose of determining such Lender's Available
Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount
of Swingline Loans then outstanding shall be deemed to be zero.

                  "Benefit Arrangement": any Plan and any stock purchase, stock
option, severance, employment, termination, change-in-control, fringe benefit,
collective bargaining, leasing, bonus, incentive, deferred compensation and any
other employee benefit plan, agreement, program, policy or other arrangement,
whether or not subject to ERISA (including any funding mechanism therefor now in
effect or required in the future as a result of the transaction contemplated by
this Agreement, the Acquisition Agreement, the Acquisition Documentation or
otherwise), whether formal or informal, oral or written, legally binding or not.

                  "Benefitted Lender":  as defined in Section 10.7(a).

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

                  "Borrower":  as defined in the preamble hereto.

                  "Borrowing Date": any Business Day specified by the Borrower
as a date on which the Borrower requests the relevant Lenders to make Loans
hereunder.

                  "Business":  as defined in Section 4.17(b).

                  "Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close; provided that with respect to notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, such day is
also a day for trading by and between banks in Dollar deposits in the interbank
eurodollar market.

                  "Capital Expenditures": for any period, with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries
for the acquisition or leasing (pursuant to a capital lease) of fixed or capital
assets or additions to equipment (including replacements, capitalized repairs
and improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries; provided that
Capital Expenditures shall not include (a) expenditures with respect to the
reinvestment of proceeds of any Reinvestment Event, (b) the Acquisition or (c)
any Permitted Acquisition.

                  "Capital Lease Obligations": as to any Person, the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

<PAGE>

                  "Cash Equivalents": (a) securities or marketable obligations
issued by, or unconditionally guaranteed by, the United States Government or any
agency or instrumentality thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits or bankers acceptances having maturities of
one year or less from the date of acquisition issued by any Lender or by any
commercial bank having combined capital and surplus of not less than
$250,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard &
Poor's Ratings Services ("S&P") or P-1 by Moody's Investors Service, Inc.
("Moody's"), or carrying an equivalent rating by a nationally recognized rating
agency, if both of the two named rating agencies cease publishing ratings of
commercial paper issuers generally, and maturing within six months from the date
of acquisition; (d) repurchase obligations of any Lender or of any commercial
bank satisfying the requirements of any of clause (a), (b) or (e) of this
definition, having a term of not more than six months, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities or marketable obligations with maturities of one year
or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) or any
agency or instrumentality of any of the foregoing are rated at least A by S&P or
A by Moody's; (f) securities with maturities of one year or less from the date
of acquisition backed by standby letters of credit issued by any Lender or any
commercial bank satisfying the requirements of clause (b) of this definition;
(g) money market mutual or similar funds that invest at least 95% in assets
satisfying the requirements of clauses (a) through (f) of this definition; or
(h) money market funds that (i) comply with the criteria set forth in SEC Rule
2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by
S&P and Aaa by Moody's and (iii) have portfolio assets of at least
$5,000,000,000.

                  "CLO": as defined in Section 10.6(b).

                  "Closing Date": the date on which the conditions precedent set
forth in Section 5.1 shall have been satisfied, which date is November 22, 2002.

                  "Code": the Internal Revenue Code of 1986, as amended from
time to time.

                  "Collateral": all property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Commitment": as to any Lender, the sum of the Tranche B Term
Commitment, Incremental Commitment and the Revolving Commitment of such Lender.

                  "Commitment Fee Rate": 1/2 of 1% per annum; provided, that on
and after the first Adjustment Date occurring after the completion of two full
fiscal quarters of the Borrower after the Closing Date, the Commitment Fee Rate
will be determined pursuant to the Pricing Grid.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.

                  "Compliance Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B.

<PAGE>

                  "Conduit Lender": any special purpose corporation organized
and administered by any Lender for the purpose of making Loans otherwise
required to be made by such Lender and designated by such Lender in a written
instrument; provided, that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund
any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender
(including all consents and waivers under Section 10.1), and provided, further,
that no Conduit Lender shall (a) be entitled to receive any greater amount
pursuant to Section 2.18, 2.19, 2.20 or 10.5 than the designating Lender would
have been entitled to receive in respect of the extensions of credit made by
such Conduit Lender or (b) be deemed to have any Commitment.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated October 2002 and furnished to certain Lenders
relating to the Borrower, the Acquisition and the Facilities.

                  "Consolidated Current Assets": at any date, all amounts (other
than cash and Cash Equivalents) that would, in conformity with GAAP, be set
forth opposite the caption "total current assets" (or any like caption) on a
consolidated balance sheet of the Borrower and its Subsidiaries at such date.

                  "Consolidated Current Liabilities": at any date, all amounts
that would, in conformity with GAAP, be set forth opposite the caption "total
current liabilities" (or any like caption) on a consolidated balance sheet of
the Borrower and its Subsidiaries at such date, but excluding (a) the current
portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without
duplication of clause (a) above, all Indebtedness consisting of Revolving Loans
or Swingline Loans to the extent otherwise included therein.

                  "Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) income tax expense, (b) interest expense, amortization or write-off of
debt discount and debt issuance costs and commissions, discounts and other fees
and charges associated with Indebtedness (including the Loans and Letters of
Credit and similar obligations) and Swap Agreements, (c) depreciation and
amortization expense, (d) amortization or write-down of intangibles (including,
but not limited to, goodwill) and organization costs, (e) any non-cash expenses
or losses (other than any non-cash expenses or losses to the extent reflecting
accruals of, or reserves for, cash expenses in a future period), (f) all
extraordinary cash expenses or losses, (g) any cash received during such period
in respect of non-cash items described in clause (a)(iii) below (solely to the
extent that, if such non-cash income had initially been realized as cash income,
it would not have been included in clause (a)(ii) below) subsequent to the
fiscal quarter in which the relevant non-cash income was deducted from
Consolidated Net Income, and (h) Excluded Charges, and minus, (a) to the extent
included in the statement of such Consolidated Net Income for such period, the
sum of (i) interest income, (ii) any extraordinary cash income or gains and
(iii) any non-cash income (other than any accruals in respect of receivables and
any other cash payments to be paid in a future period) and (b) any cash payments
made during such period in respect of non-cash items described in clause (e)
above (solely to the extent that, if such non-cash charge had initially been
incurred as a cash charge, it would not have been included in clause (f) above)
subsequent to the fiscal quarter in which the relevant non-cash expenses or
losses were reflected as a charge in the statement of Consolidated Net Income,
all as determined on a consolidated basis. For the purposes of calculating
Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a
"Reference Period") pursuant to any determination of the Consolidated Leverage
Ratio, (i) if at any time during such Reference Period the Borrower or any
Subsidiary shall have made any

<PAGE>

Disposition, the Consolidated EBITDA for such Reference Period shall, after
giving pro forma effect thereto as if such Disposition (and any other
transaction consummated in connection therewith) had occurred on the first day
of such Reference Period, be reduced by an amount equal to the Consolidated
EBITDA (if positive) attributable to the property or operations that is the
subject of such Disposition for such Reference Period or increased by an amount
equal to the Consolidated EBITDA (if negative) attributable thereto for such
Reference Period, (ii) with respect to any discontinued operation, the
Consolidated EBITDA for such Reference Period shall, after giving pro forma
effect thereto as if the discontinuation of such operation had been completed on
the first day of such Reference Period, be reduced by an amount equal to the
Consolidated EBITDA (if positive) attributable to such discontinued operation
for such Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period, and (iii)
if during such Reference Period the Borrower or any Subsidiary shall have made a
Material Acquisition, Consolidated EBITDA for such Reference Period shall be
calculated after giving pro forma effect thereto as if such Material Acquisition
(and any other transaction consummated in connection therewith) occurred on the
first day of such Reference Period. As used in this definition, "Material
Acquisition" means any acquisition of property or series of related acquisitions
of property that (a) constitutes assets comprising all or substantially all of
an operating unit of a business or constitutes all or substantially all of the
common stock of a Person and (b) involves the payment of consideration by the
Borrower and its Subsidiaries in excess of $500,000.

                  "Consolidated Interest Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.

                  "Consolidated Interest Expense": for any period, (a) total
cash interest expense (including that attributable to Capital Lease Obligations
and any interest expense that is capitalized, but excluding any interest expense
that is accrued or accreted but not currently payable) of the Borrower and its
Subsidiaries for such period with respect to all outstanding Indebtedness of the
Borrower and its Subsidiaries (including all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing and net costs under Swap Agreements in respect of interest rates to
the extent such net costs are allocable to such period in accordance with GAAP),
less (b) the total cash interest income of the Borrower and its Subsidiaries
during such period.

                  "Consolidated Leverage Ratio": as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.

                  "Consolidated Net Income": for any period, the consolidated
net income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Borrower or is merged into or consolidated with the
Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
cash dividends or similar cash distributions and (c) the undistributed earnings
of any Subsidiary of the Borrower to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary.

                  "Consolidated Senior Debt": all Consolidated Total Debt other
than the Senior Subordinated Notes, any subordinated Indebtedness permitted by
Section 7.2(g) and any other Indebtedness permitted under Section 7.2 that is
expressly subordinated to the prior payment in full in cash of the Obligations.

<PAGE>

                  "Consolidated Senior Leverage Ratio": as at the last day of
any period, the ratio of (a) Consolidated Senior Debt on such day to (b)
Consolidated EBITDA for such period.

                  "Consolidated Total Debt": at any date, the aggregate
principal amount of all Indebtedness, without duplication, of the Borrower and
its Subsidiaries at such date, determined on a consolidated basis in accordance
with GAAP, but excluding Indebtedness of the type described in clause (f) of the
definition thereof and, to the extent relating to such clause (f), the types
described in clause (h) and (i) of the definition thereof, unless such
Indebtedness has been fully liquidated and is no longer a contingent obligation.

                  "Consolidated Working Capital": at any date, the excess of
Consolidated Current Assets on such date over Consolidated Current Liabilities
on such date.

                  "Continuing Directors": the directors of Holdings on the
Closing Date, after giving effect to the Acquisition and the other transactions
contemplated hereby, and each other director, if, in each case, such other
director (a) was nominated or recommended for election, elected or appointed to
the board of directors of Holdings by at least a majority of the then Continuing
Directors or by the Permitted Investors, (b) received the vote of the Permitted
Investors in his or her election by the shareholders of Holdings or (c) was
appointed to the board of directors of Holdings by any Permitted Investor
pursuant to the terms of the Stockholders Agreement.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
legally binding undertaking to which such Person is a party or by which it or
any of its property is bound.

                  "Control Investment Affiliate": as to any Person, any other
Person (including, without limitation, any fund or investment vehicle) that (a)
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person and (b) is organized by such Person primarily for the
purpose of making equity or debt investments in one or more companies. For
purposes of this definition, "control" of a Person means the power, directly or
indirectly, to direct or cause the direction of management and policies of such
Person, whether by contract or otherwise.

                  "Copyright": as defined in the Guarantee and Collateral
Agreement.

                  "Copyright License": as defined in the Guarantee and
Collateral Agreement.

                  "Co-Documentation Agents": General Electric Capital
Corporation and Antares Capital Corporation.

                  "Co-Syndication Agents": JPMorgan Securities Inc. and Goldman
Sachs Credit Partners L.P., together with their respective affiliates, as the
arrangers of the Commitments and as co-syndication agents under this Agreement.

                  "Default": any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Defaulting Lender": at any time, any Lender that, at such
time, has failed to make a Loan required to be made by such Lender pursuant to
the terms of this Agreement.

<PAGE>

                  "Disposition": with respect to any property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. The terms "Dispose" and "Disposed of" shall have correlative meanings.

                  "Disqualified Capital Stock": any Capital Stock that is not
Qualified Capital Stock.

                  "Distribution": U.S. Filter Distribution Group, Inc., a
Georgia corporation.

                  "Dollars" and "$": dollars in lawful currency of the United
States.

                  "Domestic Subsidiary": any Subsidiary of the Borrower
organized under the laws of any jurisdiction within the United States.

                  "Environmental Laws": any and all foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements
of Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning occupational health and safety or protection of
human health (to the extent relating to exposure to Materials of Environmental
Concern) or the environment, as now or may at any time hereafter be in effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period. In the event that such rate
does not appear on Page 3750 of the Telerate screen (or otherwise on such
screen), the "Eurodollar Base Rate" shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as
may be selected by the Administrative Agent or, in the absence of such
availability, by reference to the rate at which the Administrative Agent is
offered Dollar deposits at or about 11:00 A.M., New York City time, two Business
Days prior to the beginning of such Interest Period in the interbank eurodollar
market where its eurodollar and foreign currency and exchange operations are
then being conducted for delivery on the first day of such Interest Period for
the number of days comprised therein.

                  "Eurodollar Loans": Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

<PAGE>

                              Eurodollar Base Rate
               ---------------------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

; provided that, solely with respect to Term Loans, if the Eurodollar Rate is
less than 2.50% per annum at any time, then the Eurodollar Rate applicable to
Term Loans that are Eurodollar Loans shall be deemed to be 2.50% per annum.

                  "Eurodollar Tranche": the collective reference to Eurodollar
Loans under a particular Facility the then current Interest Periods with respect
to all of which begin on the same date and end on the same later date (whether
or not such Loans shall originally have been made on the same day).

                  "Event of Default": any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                  "Excess Cash Flow": for any fiscal year of the Borrower, the
excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net
Income for such fiscal year, (ii) the amount of all non-cash charges (including
depreciation and amortization) deducted in arriving at such Consolidated Net
Income, (iii) decreases in Consolidated Working Capital for such fiscal year,
and (iv) the aggregate net amount of non-cash loss on the Disposition of
property by the Borrower and its Subsidiaries during such fiscal year (other
than sales of inventory in the ordinary course of business), to the extent
deducted in arriving at such Consolidated Net Income over (b) the sum, without
duplication, of (i) the amount of all non-cash credits, income and gains
included in arriving at such Consolidated Net Income, (ii) the aggregate amount
actually paid by the Borrower and its Subsidiaries in cash during such fiscal
year on account of Capital Expenditures and Investments constituting Permitted
Acquisitions (excluding the principal amount of Funded Debt incurred in
connection with such Capital Expenditures or Permitted Acquisitions), (iii) (x)
the aggregate amount of all prepayments of Revolving Loans and Swingline Loans
during such fiscal year to the extent accompanying permanent optional reductions
of the Revolving Commitments and all optional prepayments of the Term Loans
(together with any prepayment fees accompanying such prepayments) during such
fiscal year, in each such case, divided by (y) the Prepayment Percentage, (iv)
the aggregate proceeds of Asset Sales or Recovery Events during such fiscal
year, but only to the extent that such Asset Sales or Recovery Events increased
Consolidated Net Income during such fiscal year, (v) the aggregate amount of all
regularly scheduled principal payments of Funded Debt (including the Term Loans
and Funded Debt incurred to finance Capital Expenditures and Permitted
Acquisitions) of the Borrower and its Subsidiaries made during such fiscal year
(other than in respect of any revolving credit facility to the extent there is
not an equivalent permanent reduction in commitments thereunder), (vi) increases
in Consolidated Working Capital for such fiscal year, (vii) any cash payments
made during such period in respect of items described in clauses (a)(ii) and
(a)(iv) above subsequent to the fiscal quarter in which such relevant non-cash
expenses or losses were reflected as a charge in the statement of Consolidated
Net Income and (viii) the aggregate net amount of non-cash gain on the
Disposition of property by the Borrower and its Subsidiaries during such fiscal
year (other than sales of inventory in the ordinary course of business), to the
extent included in arriving at such Consolidated Net Income.

                  "Excess Cash Flow Application Date": as defined in Section
2.11(d).

                  "Exchange Act": the Securities Exchange Act of 1934, as
amended.

                  "Excluded Charges": without duplication, (a) with respect to
any period ending on or prior to December 31, 2003, all adjustments with respect
to the Acquisition described in clauses (a)(i), (a)(iii) and (b) of the
definition of Pro Forma EBITDA, (b) with respect to any period ending on or
prior to December 31, 2002, all adjustments described in clause (a)(ii) of the
definition of Pro Forma EBITDA,

<PAGE>

(c) with respect to any Permitted Acquisition or any Disposition of assets
outside of the ordinary course of business, all adjustments (including, without
limitation, operating and expense reductions and other synergistic benefits) as
would be permitted pursuant to Regulation S-X under the Securities Act, and (d)
with respect any discontinued operation, all expenses, charges and losses
attributable to such discontinued operation during such period.

                  "Excluded Foreign Subsidiary": (a) any Foreign Subsidiary
designated as such on Schedule 4.15 in respect of which (i) the pledge of all of
the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by
such Subsidiary of the Obligations, would, in either case, in the good faith
judgment of the Borrower, result in material adverse tax consequences to the
Borrower or (b) any Subsidiary of any Excluded Foreign Subsidiary as designated
on Schedule 4.15.

                  "Facility": each of (a) the Tranche B Term Commitments and the
Tranche B Term Loans made thereunder (the "Tranche B Term Facility"), (b) the
Incremental Commitments having the same Incremental Facility Closing Date and
the Incremental Extensions of Credit made thereunder (each, an "Incremental
Facility"), and (c) the Revolving Commitments and the Revolving Extensions of
Credit made thereunder (the "Revolving Facility").

                  "Federal Funds Effective Rate": for any day, 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 on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day of such transactions received by UBS AG, Stamford
Branch from three federal funds brokers of recognized standing selected by it.

                  "Fee Payment Date": (a) the last day of each March, June,
September and December and (b) the last day of the Revolving Commitment Period.

                  "Final Maturity Date": at any time, the last to occur of (a)
the Tranche B Term Loan Maturity Date or (b) any Incremental Maturity Date.

                  "Floating Term Loan Exposure": the sum of (a) with respect to
Term Loans drawn on the Closing Date, $200,000,000 less the amount of any
payments or prepayments of principal from time to time in respect of the Term
Loans and (b) any additional Term Loans borrowed after the Closing Date pursuant
to Section 2.1(b).

                  "Foreign Subsidiary": any Subsidiary of the Borrower that is
not a Domestic Subsidiary.

                  "Funded Debt": as to any Person, without duplication, all
Indebtedness of such Person that matures more than one year from the date of its
creation or arises under a revolving credit or similar agreement that obligates
the lender or lenders to extend credit during a period of more than one year
from such date and, in the case of the Borrower, Indebtedness in respect of the
Loans.

                  "Funding Office": the office of the Administrative Agent
specified in Section 10.2 or such other office as may be specified from time to
time by the Administrative Agent as its funding office by written notice to the
Borrower and the Lenders.

                  "GAAP": generally accepted accounting principles in the United
States as in effect from time to time, except that for purposes of Section 7.1,
GAAP shall be determined on the basis of such principles in effect on the date
hereof and consistent with those used in the preparation of the most recent
audited financial statements referred to in Section 4.1(b). In the event that
any "Accounting Change" (as

<PAGE>

defined below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
the Borrower and the Administrative Agent agree to enter into negotiations in
order to amend such provisions of this Agreement so as to reflect equitably such
Accounting Changes with the desired result that the criteria for evaluating the
Borrower's financial condition shall be the same after such Accounting Changes
as if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

                  "Group Members": the collective reference to Holdings, the
Borrower and their respective Subsidiaries.

                  "Guarantee and Collateral Agreement": the Guarantee and
Collateral Agreement to be executed and delivered by Holdings, the Borrower and
each Subsidiary Guarantor, substantially in the form of Exhibit A.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of the guaranteeing person guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made and (b) the maximum amount
for which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee Obligation, unless such primary obligation
and the maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability in
respect thereof as determined by the Borrower in good faith.

                  "Guarantors": the collective reference to Holdings and the
Subsidiary Guarantors.

                   "HDPE Disposition": the disposition of businesses and
operations relating to fabrication of high density poly-ethylene products and
materials and any assets related thereto that are not otherwise useful in the
business of the Borrower.

<PAGE>

                  "Holdings":  as defined in the preamble hereto.

                  "Incremental Commitment": as to any Lender, the obligation of
such Lender, if any, to make an Incremental Extension of Credit to the Borrower
hereunder in a principal amount not to exceed the amount set forth in the
applicable Incremental Facility Activation Notice.

                  "Incremental Extensions of Credit": as defined in Section
2.1(a).

                  "Incremental Facility": as defined in the definition of
"Facility".

                  "Incremental Facility Activation Notice": a notice
substantially in the form of Exhibit L.

                  "Incremental Facility Closing Date": with respect to any
Incremental Facility, any Business Day designated as such in an Incremental
Facility Activation Notice.

                  "Incremental Lenders": (a) on any Incremental Facility Closing
Date relating to Incremental Extensions of Credit, the Lenders signatory to the
relevant Incremental Facility Activation Notice and (b) thereafter, each Lender
that is a holder of an Incremental Extension of Credit.

                   "Incremental Maturity Date": with respect to the Incremental
Extensions of Credit to be made pursuant to any Incremental Facility Activation
Notice, the maturity date specified in such Incremental Facility Activation
Notice, which date shall be on or after the Tranche B Term Loan Maturity Date.

                  "Incremental Percentage": as to any Lender in respect of any
Incremental Facility, the percentage which the aggregate principal amount of
such Lender's Incremental Extensions of Credit under such Facility (and, in the
case of an Incremental Trade Credit Facility, the Incremental Commitments
thereunder) then outstanding constitutes of the aggregate principal amount of
the Incremental Extensions of Credit then outstanding under such Facility (and,
in the case of an Incremental Trade Credit Facility, the Incremental Commitments
thereunder).

                  "Incremental Trade Credit Facility": as defined in Section
2.1(b).

                  "Indebtedness": of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations (other than interest, fees and similar obligations) of such Person
for the deferred purchase price of property or services (other than trade
payables and other current liabilities incurred in the ordinary course of such
Person's business and contingent purchase price adjustments incurred in
connection with the Acquisition, a Permitted Acquisition or a Disposition
permitted under Section 7.5), (c) all obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments (but excluding surety and
performance bonds and similar arrangements entered into in the ordinary course
of business), (d) all indebtedness created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (e) all Capital Lease Obligations of such Person, (f) all obligations
of such Person, contingent or otherwise, as an account party or applicant under
or in respect of acceptances, letters of credit or similar arrangements (but
excluding surety and performance bonds and similar arrangements entered into in
the ordinary course of business), (g) the liquidation value of all Disqualified
Capital Stock of such Person, (h) all Guarantee Obligations of such Person in
respect of obligations of the kind referred to in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h) above
secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including
accounts and contract

<PAGE>

rights) owned by such Person, whether or not such Person has assumed or become
liable for the payment of such obligation, and (j) for the purposes of Section
8(e) only, all obligations of such Person in respect of Swap Agreements. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness expressly provide that such Person is not liable
therefor.

                  "Initial Lenders": Chase Lincoln First Commercial Corp.,
Goldman Sachs Credit Partners L.P. and UBS AG, Stamford Branch.

                  "Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise,
including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks,
Trademark Licenses, technology, know-how and processes, and all rights to sue at
law or in equity for any infringement or other impairment thereof, including the
right to receive all proceeds and damages therefrom.

                  "Interest Payment Date": (a) as to any ABR Loan (other than
any Swingline Loan), the last day of each March, June, September and December to
occur while such Loan is outstanding and the final maturity date of such Loan,
(b) as to any Eurodollar Loan having an Interest Period of three months or less,
the last day of such Interest Period, (c) as to any Eurodollar Loan having an
Interest Period longer than three months, each day that is three months, or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period, (d) as to any Loan (other than any Revolving Loan
that is an ABR Loan and any Swingline Loan), the date of any repayment or
prepayment made in respect thereof and (e) as to any Swingline Loan, the day
that such Loan is required to be repaid.

                  "Interest Period": as to any Eurodollar Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not later than 11:00 A.M., New York City time, on the date
that is three Business Days prior to the last day of the then current Interest
Period with respect thereto; provided that, all of the foregoing provisions
relating to Interest Periods are subject to the following:

                  (i)      if any Interest Period would otherwise end on a day
         that is not a Business Day, such Interest Period shall be extended to
         the next succeeding Business Day unless the result of such extension
         would be to carry such Interest Period into another calendar month in
         which event such Interest Period shall end on the immediately preceding
         Business Day;

                  (ii)     the Borrower may not select an Interest Period that
         would extend beyond, with respect to Revolving Loans, the Revolving
         Termination Date or beyond, with respect to Term Loans and Incremental
         Extensions of Credit, the date final payment is due on the Term Loans;

<PAGE>

                  (iii)    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 end on the last Business Day of a calendar month; and

                  (iv)     the Borrower shall select Interest Periods so as not
         to require, to the extent foreseeable at the time of such selection, a
         payment or prepayment of any Eurodollar Loan during an Interest Period
         for such Loan.

                  "Investments":  as defined in Section 7.8.

                  "Issuing Lender": UBS AG, Stamford Branch or any affiliate
thereof, in its capacity as issuer of any Letter of Credit.

                  "Junior Capital": any Qualified Capital Stock of the Borrower
or Holdings and any subordinated Indebtedness of the Borrower that has a final
maturity date at least 180 days after the Final Maturity Date at such time and
no payments in cash of principal or interest thereon (other than in the
circumstances described in the proviso of the definition of Qualified Capital
Stock) prior to such Final Maturity Date, issued to, or placed by, the Sponsor
Group.

                  "Junior Capital Proceeds": net cash proceeds received by the
Borrower in connection with (a) the sale or issuance of Junior Capital in the
form of Qualified Capital Stock or (b) solely for purposes of Section 7.7 and
Section 7.8(n) only, the issuance of Junior Capital in the form of subordinated
Indebtedness otherwise permitted under Section 7.2(g) and the definition of
Junior Capital herein.

                  "Landlord Waiver": a Landlord Lien Waiver, substantially in
the form of Exhibit M.

                  "L/C Commitment":  $35,000,000.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters of
Credit that have not then been reimbursed pursuant to Section 3.5.

                  "L/C Participants": the collective reference to all the
Revolving Lenders other than the Issuing Lender.

                  "Leased Property":  as defined in Section 4.19(c).

                  "Lenders": as defined in the preamble hereto and any other
Person that shall have become a party hereto pursuant to (a) an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption or (b) a New Lender Supplement; provided, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender.

                  "Letters of Credit":  as defined in Section 3.1(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any other security agreement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement
and any capital lease having substantially the same economic effect as any of
the foregoing).

<PAGE>

                  "Loan": any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents": this Agreement, the Security Documents and
the Notes.

                  "Loan Parties": each Group Member that is a party to a Loan
Document.

                  "Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments, the holders of more than
50% of the Total Revolving Commitments); provided, however, that if any Lender
shall be a Defaulting Lender at such time, then there shall be excluded from the
determination of Majority Facility Lenders such Defaulting Lender's Term Loans
then outstanding and such Defaulting Lender's Revolving Commitments, or after
termination of the Total Revolving Commitments, the Revolving Extensions of
Credit of such Defaulting Lender then outstanding.

                  "Management Agreement": the Management Agreement described on
Schedule 7.10.

                  "Material Adverse Effect": a material adverse effect on (a)
the business, property, operations or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

                  "Materials of Environmental Concern": any petroleum (including
crude oil or any fraction thereof) or petroleum products (including gasoline),
asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, lead or any
other material or substance regulated, or that could result in liability, under
any Environmental Law.

                  "MEWA": a multiple employer welfare arrangement, including as
defined in Section 3(40)(A) of ERISA, whether or not subject to ERISA.

                  "Mortgaged Properties": the real properties listed on Schedule
1.1B as to which the Administrative Agent for the benefit of the Lenders shall
be granted a Lien pursuant to the Mortgages.

                  "Mortgages": each of the mortgages and deeds of trust made by
any Loan Party in favor of, or for the benefit of, the Administrative Agent for
the benefit of the Lenders, substantially in the form of Exhibit D (with such
changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded).

                  "Multiemployer Plan": a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds": in connection with any Asset Sale or any
Recovery Event, any incurrence of Indebtedness or any sale or issuance of
Capital Stock, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such Asset Sale or
Recovery Event, incurrence of Indebtedness or sale or issuance of Capital Stock
net of, to the extent applicable, (a) attorneys' fees, accountants' fees,
investment banking fees and all other professionals' and advisors' fees, (b) all
reasonable costs and expenses arising therefrom (including, without limitation,
all underwriting, brokerage, commitment, arrangement, consent, title, filing,
recording, and similar fees, premiums,

<PAGE>

commissions and discounts), (c) amounts required to be applied (and actually
applied) to the repayment of Indebtedness secured by a Lien expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery Event,
including, without limitation, all premiums, penalties, breakage, indemnity,
consent fees and similar amounts in connection therewith, and distributions, (d)
all reserves reasonably established by the Borrower in respect of post-closing
adjustments, payments, indemnities and other contingent liabilities, provided
that upon the date upon which such reserve is no longer required to be
maintained, the remaining amount of such reserve shall then be deemed Net Cash
Proceeds, and (e) all other customary fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements).

                  "New Lender":  as defined in Section 2.1(c).

                  "New Lender Supplement":  as defined in Section 2.1(c).

                  "Non-Excluded Taxes":  as defined in Section 2.19(a).

                  "Non-U.S. Lender":  as defined in Section 2.19(d).

                  "Notes": the collective reference to any promissory note
evidencing Loans.

                  "Obligations": the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans and all other
obligations and liabilities of the Borrower to the Administrative Agent or to
any Lender (or, in the case of Specified Swap Agreements, any affiliate of any
Lender), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document, the Letters of Credit,
any Specified Swap Agreement or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent or to any
Lender that are required to be paid by the Borrower pursuant hereto) or
otherwise.

                  "Other Taxes": any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

                  "Participant": as defined in Section 10.6(c).

                  "Patent": as defined in the Guarantee and Collateral
Agreement.

                  "Patent License": as defined in the Guarantee and Collateral
Agreement.

                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

                  "Permitted Acquisition": any acquisition of property or series
of related acquisitions of property that (a) constitutes assets constituting all
or substantially all of a business unit or constitutes all

<PAGE>

or substantially all of the Capital Stock of a Person, and (b) is permitted by
and consummated in compliance with the requirements of Section 7.8(h).

                  "Permitted Investors": the collective reference to (a) the
Sponsor Group and (b) senior management of Holdings and the Borrower as of the
Closing Date, together with any other members of such senior management approved
by the Board of Directors of Holdings or the Borrower, as the case may be.

                  "Permitted Investor Stock": the Class B Common Stock of
Holdings as set forth in the Certificate of Incorporation of Holdings.

                  "Person": an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

                  "Plan": at a particular time, any employee benefit plan that
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

                  "Prepayment Percentage": 75%; provided, that, with respect to
each fiscal year of the Borrower ending on or after December 31, 2003, the
Prepayment Percentage shall be reduced to 50% if the Consolidated Leverage Ratio
as of the last day of such fiscal year is not greater than 4.0 to 1.0.

                  "Pricing Grid":  the table set forth below.

<TABLE>
<CAPTION>
=======================================================================================================
Consolidated Leverage       Applicable Margin for      Applicable Margin for       Commitment Fee Rate
        Ratio                  Eurodollar Loans              ABR Loans
-------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                         <C>
    >= 4.5 to 1.0                   3.00%                      2.00%                      0.50%
-------------------------------------------------------------------------------------------------------
    >= 4.0 to 1.0 and
     < 4.5 to 1.0                   2.75%                      1.75%                      0.50%
-------------------------------------------------------------------------------------------------------
    >= 3.5 to 1.0 and
     < 4.0 to 1.0                   2.50%                      1.50%                      0.375%
-------------------------------------------------------------------------------------------------------
     < 3.5 to 1.0                   2.25%                      1.25%                      0.375%
=======================================================================================================
</TABLE>

                  For the purposes of the Pricing Grid, changes in the
Applicable Margin resulting from changes in the Consolidated Leverage Ratio
shall become effective on the date (the "Adjustment Date") that is three
Business Days after the date on which financial statements are delivered to the
Lenders pursuant to Section 6.1 and shall remain in effect until the next change
to be effected pursuant to this paragraph. If any financial statements referred
to above are not delivered within the time periods specified in Section 6.1,
then, until the date that is three Business Days after the date on which such
financial statements are delivered, the highest rate set forth in each column of
the Pricing Grid shall apply. In addition, at all times while an Event of
Default shall have occurred and be continuing, the highest rate set forth in
each column of the Pricing Grid shall apply. Each determination of the
Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a
manner consistent with the determination thereof pursuant to Section 7.1.

<PAGE>

                  "Pro Forma Balance Sheet":  as defined in Section 4.1(a).

                  "Pro Forma EBITDA": means, for any period, net income before
income taxes, interest expense, depreciation and amortization of the Borrower
for such period, as determined in accordance with GAAP and applicable rules and
regulations under the Securities Act, as adjusted to reflect (a) to the extent
permitted by Article 11 of Regulation S-X under the Securities Act, (i)
consummation of the Transaction and financings contemplated hereby, (ii) the
acquisition of Utility Piping Systems, Inc. by Distribution consummated in March
2002 and (iii) such other matters as may be appropriate pursuant to Article 11
of Regulation S-X under the Securities Act, (b) other charges due to the
standalone nature of the Borrower set forth in Schedule 1.1C and (c) "other
income (expense)" and "extraordinary items" as denoted in the Borrower's
consolidated statements of income, as may be agreed to by the Borrower and each
Initial Lender.

                  "Pro Forma Income Statements": as defined in Section 4.1(a).

                  "Properties": as defined in Section 4.17(a).

                  "Qualified Capital Stock": any Capital Stock of any Person
that does not by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (a) provide for scheduled payments of dividends in cash,
(b) mature or becomes mandatorily redeemable pursuant to a sinking fund
obligation or otherwise, (c) become convertible or exchangeable at the option of
the holder thereof for Indebtedness or Capital Stock that is not Qualified
Capital Stock, or (d) become redeemable at the option of the holder thereof, in
whole or in part, in each case, on or prior to the later of (A) the date that is
180 days after the Final Maturity Date as of the date of issuance of such
Capital Stock and (B) the final maturity date of the Senior Subordinated Notes;
provided, that any Capital Stock that would not constitute Qualified Capital
Stock solely because the holders thereof have the right to require Holdings to
repurchase such Capital Stock upon the occurrence of a change of control or
asset sale (each defined in a substantially similar manner to the description of
change of control in Section 8(k) and to the corresponding definition of Asset
Sale in this Agreement) shall nonetheless constitute Qualified Capital Stock.
Notwithstanding anything to the contrary, the Permitted Investor Stock shall be
deemed to be Qualified Capital Stock.

                  "Receivable": as defined in the Guarantee and Collateral
Agreement.

                  "Recovery Event": any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding relating
to any asset of any Group Member.

                  "Refunded Swingline Loans": as defined in Section 2.7(b).

                  "Register": as defined in Section 10.6(b).

                  "Regulation U": Regulation U of the Board as in effect from
time to time.

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit.

                  "Reinvestment Deferred Amount": with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member
in connection therewith that are not applied to prepay the Term Loans pursuant
to Section 2.11(c) as a result of the delivery of a Reinvestment Notice.

<PAGE>

                  "Reinvestment Event": any Asset Sale or Recovery Event in
respect of which the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice": a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that the Borrower (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds
of an Asset Sale or Recovery Event to acquire, maintain, develop, construct,
improve, upgrade or repair non-working capital assets useful in the business of
any Group Member (other than Holdings).

                  "Reinvestment Prepayment Amount": with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended (or contractually committed to be expended within 90 days after
such Reinvestment Prepayment Date) prior to the relevant Reinvestment Prepayment
Date to acquire, maintain, develop, construct, improve upgrade or repair any
non-working capital assets useful in the business of any Group Member (other
than Holdings).

                  "Reinvestment Prepayment Date": with respect to any
Reinvestment Event, the earlier of (a) the date occurring one year after such
Reinvestment Event and (b) the date on which the Borrower shall have determined
not to, or shall have otherwise ceased to, acquire, maintain, develop,
construct, improve upgrade or repair non-working capital assets useful in the
business of any Group Member (other than Holdings) with all or any portion of
the relevant Reinvestment Deferred Amount.

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of Section 4241
of ERISA.

                  "Reportable Event": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. Section 4043.

                  "Required Lenders": at any time, the holders of more than 50%
of the sum of (a) the aggregate unpaid principal amount of the Term Loans then
outstanding, (b) the Total Revolving Commitments then in effect or, if the
Revolving Commitments have been terminated, the Total Revolving Extensions of
Credit then outstanding and (c) the Commitments under any Incremental Trade
Credit Facility or, if such Commitments have been terminated, the Incremental
Extensions of Credit thereunder then outstanding; provided, however, that if any
Lender shall be a Defaulting Lender at such time, then there shall be excluded
from the determination of Required Lenders such Defaulting Lender's Term Loans
then outstanding and such Defaulting Lender's Revolving Commitments, or after
termination of the Total Revolving Commitments, the Revolving Extensions of
Credit of such Defaulting Lender then outstanding.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or legally binding determination
of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

                  "Responsible Officer": the chief executive officer, president
or chief financial officer of the Borrower, but in any event, with respect to
financial matters, the chief financial officer of the Borrower.

                  "Restricted Payments": as defined in Section 7.6.

<PAGE>

                  "Revolving Commitment": as to any Lender, the obligation of
such Lender, if any, to make Revolving Loans and participate in Swingline Loans
and Letters of Credit in an aggregate principal and/or face amount not to exceed
the amount set forth under the heading "Revolving Commitment" opposite such
Lender's name on Schedule 1.1A or in the Assignment and Assumption pursuant to
which such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof. The original amount of the Total Revolving
Commitments is $75,000,000.

                  "Revolving Commitment Period": the period from and including
the Closing Date to the Revolving Termination Date.

                  "Revolving Extensions of Credit": as to any Revolving Lender
at any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Loans held by such Lender then outstanding, (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding and (c) such
Lender's Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding.

                  "Revolving Lender": each Lender that has a Revolving
Commitment or that holds Revolving Loans.

                  "Revolving Loans": as defined in Section 2.4(a).

                  "Revolving Percentage": as to any Revolving Lender at any
time, the percentage which such Lender's Revolving Commitment then constitutes
of the Total Revolving Commitments or, at any time after the Revolving
Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Revolving Loans then outstanding constitutes
of the aggregate principal amount of the Revolving Loans then outstanding (or in
the event that the Revolving Loans are paid in full prior to the reduction to
zero of the Total Revolving Extensions of Credit, the aggregate principal amount
of such Lender's Revolving Loans outstanding on the date of such reduction to
zero).

                  "Revolving Termination Date": November 22, 2008.

                  "SEC": the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

                  "Securities Act": the Securities Act of 1933, as amended.

                  "Security Documents": the collective reference to the
Guarantee and Collateral Agreement, the Mortgages and all other security
documents hereafter delivered to the Administrative Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

                  "Senior Subordinated Note Indenture": the Indenture entered
into by the Borrower in connection with the issuance of the Senior Subordinated
Notes, together with all instruments and other agreements entered into by the
Borrower in connection therewith.

                  "Senior Subordinated Notes": the subordinated notes of the
Borrower issued on the Closing Date pursuant to the Senior Subordinated Note
Indenture and any Exchange Notes (as defined in, and issued pursuant to, the
Senior Subordinated Note Indenture).

<PAGE>

                  "Single Employer Plan": any Plan that is covered by Title IV
of ERISA, but that is not a Multiemployer Plan.

                  "Solvent": when used with respect to any Person, means that,
as of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of such date, exceed the amount of
all "liabilities of such Person, contingent or otherwise", as of such date, as
such quoted terms are determined in accordance with applicable federal and state
laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

                  "Specified Change of Control": a "Change of Control" (or any
other defined term having a similar purpose) as defined in the Senior
Subordinated Note Indenture.

                  "Specified Swap Agreement": any Swap Agreement entered into by
the Borrower and any Lender or affiliate thereof in respect of interest rates,
currencies or commodity prices, so long as any such Swap Agreement is not
entered into for speculative purposes.

                  "Sponsor Group" any or all of (a) each Sponsor and its
respective Control Investment Affiliates, and (b) each other investor party to
the Stockholders Agreement (other than the Sponsors and their Control Investment
Affiliates) so long as no such investor or investors constituting a "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
together with their Control Investment Affiliates becomes the "beneficial owner"
(as such term is defined in Rules 13(d)-3 and 13(d)-5 of the Exchange Act) of
more common stock of Holdings (or, in the event of an initial public offering of
the Borrower, of the Borrower) having ordinary voting power for the election of
directors of Holdings (or the Borrower, as the case may be) than is then
collectively beneficially owned by the Sponsors and their Control Investment
Affiliates.

                  "Sponsors": any or all of JPMP Capital Corp., J.P. Morgan
Partners (BHCA), L.P., Thomas H. Lee Partners, L.P. and Thomas H. Lee Equity
Fund V, L.P.

                  "Stockholders Agreement": the Stockholders' Agreement, dated
as of November 22, 2002, among Holdings and the Permitted Investors, as amended,
modified and supplemented from time to time.

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned by such
Person. Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

<PAGE>

                  "Subsidiary Guarantor": each Subsidiary of the Borrower other
than any Excluded Foreign Subsidiary.

                  "Swap Agreement": any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or any of its Subsidiaries shall be a "Swap
Agreement".

                  "Swingline Commitment": the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount
at any one time outstanding not to exceed $7,500,000.

                  "Swingline Lender": UBS AG, Stamford Branch, in its capacity
as the lender of Swingline Loans.

                  "Swingline Loans":  as defined in Section 2.6.

                  "Swingline Participation Amount":  as defined in Section 2.7.

                  "Syndication Agent":  as defined in the preamble hereto.

                  "Term Loan Lenders": the collective reference to the Tranche B
Term Loan Lenders and the Incremental Lenders that hold term loans.

                  "Term Loans": the collective reference to the Tranche B Term
Loans and the Incremental Extensions of Credit that are term loans.

                  "Total Revolving Commitments": at any time, the aggregate
amount of the Revolving Commitments then in effect.

                  "Total Revolving Extensions of Credit": at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders
outstanding at such time.

                  "Trademark": as defined in the Guarantee and Collateral
Agreement.

                  "Trademark License": as defined in the Guarantee and
Collateral Agreement.

                  "Tranche B Term Commitment": as to any Lender, the obligation
of such Lender, if any, to make a Tranche B Term Loan to the Borrower in a
principal amount not to exceed the amount set forth under the heading "Tranche B
Term Commitment" opposite such Lender's name on Schedule 1.1A. The original
aggregate amount of the Tranche B Term Commitments is $250,000,000.

                  "Tranche B Term Lender": each Lender that has a Tranche B Term
Commitment or that holds a Tranche B Term Loan.

                  "Tranche B Term Loan": as defined in Section 2.1.

                  "Tranche B Term Loan Maturity Date": November 22, 2009.

<PAGE>

                  "Tranche B Term Percentage": as to any Tranche B Term Lender
at any time, the percentage which such Lender's Tranche B Term Commitment then
constitutes of the aggregate Tranche B Term Commitments (or, at any time after
the Closing Date the percentage which the aggregate principal amount of such
Lender's Tranche B Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche B Term Loans then outstanding).

                  "Transaction Costs": the fees and expenses to be incurred in
connection with the Acquisition and the financing thereof.

                  "Transferee": any Assignee or Participant.

                  "Type": as to any Loan, its nature as an ABR Loan or a
Eurodollar Loan.

                  "United States": the United States of America.

                  "Vivendi Guarantee": the Guaranty, dated as of November 22,
2002, by Vivendi Environnement S.A. in favor of the Borrower.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

                  1.2      Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

                  (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1      Term Commitments. (a) Subject to the terms and
conditions hereof, (i) each Tranche B Term Loan Lender severally agrees to make
a term loan (a "Tranche B Term Loan") to the

<PAGE>

Borrower on the Closing Date in an amount not to exceed the amount of the
Tranche B Term Loan Commitment of such Lender and (ii) each Incremental Lender
severally agrees to make one or more term loans or issue letters of credit, bank
guarantees and similar instruments (each an "Incremental Extension of Credit")
to the Borrower to the extent provided in Section 2.1(b). The Term Loans may
from time to time be Eurodollar Loans or ABR Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.12.

                  (b) The Borrower and any one or more Lenders (including New
Lenders) may from time to time agree that without the consent of the other
Lenders hereunder (x) such Lenders shall make, obtain or increase the amount of
their Tranche B Term Loans (or Incremental Extensions of Credit that are term
loans, as applicable) or (y) such Lenders (including New Lenders) shall make
commitments to issue letters of credit, bank guarantees and similar instruments
(the "Incremental Trade Credit Facility"). The Borrower shall effect such
increase by executing and delivering to the Administrative Agent an Incremental
Facility Activation Notice specifying (i) the amount of such increase and the
Facility or Facilities involved, (ii) the applicable Incremental Facility
Closing Date, (iii) in the case of Incremental Extensions of Credit, (x) the
applicable Incremental Maturity Date, (y) the amortization schedule for such
Incremental Extensions of Credit, which shall comply with Section 2.3(b) and
(z) the Applicable Margin for such Incremental Extensions of Credit; provided
that, (A) no Default or Event of Default has occurred and is continuing or would
result after giving effect to the making of such Incremental Extensions of
Credit or the application of the proceeds therefrom, (B) after giving pro forma
effect to the making of any such Incremental Extensions of Credit and any
Permitted Acquisition consummated in connection therewith, the Consolidated
Senior Leverage Ratio as of the last day of the most recent four consecutive
fiscal quarters of the Borrower for which financial statements have been
delivered pursuant to Section 6.1 is not more than 2.5 to 1.0 (calculated as if
such Incremental Extensions of Credit had been incurred, and such Permitted
Acquisition, if any, had been consummated, on the first day of such period), (C)
in the case of Incremental Extensions of Credit, the Applicable Margin (which,
for such purposes only, shall be deemed to include all upfront or similar fees
or original issue discount payable to all Lenders providing such Incremental
Extensions of Credit, but exclusive of any arrangement, structuring or other
fees payable in connection therewith that are not shared with all Lenders
providing such Incremental Extensions of Credit) determined as of the applicable
Incremental Facility Closing Date shall not be greater than 0.25% above the
Applicable Margin then in effect for Tranche B Term Loans (which, for such
purposes only, shall be deemed to include all upfront or similar fees or
original issue discount paid to all Tranche B Lenders as of the applicable
Incremental Facility Closing Date, but exclusive of any arrangement, structuring
or other fees payable in connection therewith that are not shared with all
Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility,
Revolving Extensions of Credit (which, for such purposes only, shall be deemed
to include any upfront fees or original issue discount paid to all Revolving
Lenders as of the applicable Incremental Facility Closing Date, but exclusive of
any arrangement, structuring or other fees payable in connection therewith that
are not shared with Revolving Lenders)), (D) other than with respect to
amortization, maturity date and pricing, terms relating to such Incremental
Extensions of Credit shall be on the same terms and conditions as those
applicable to Tranche B Term Loans (or, in the case of any Incremental Trade
Credit Facility, Revolving Extensions of Credit), (E) the aggregate amount of
borrowings of incremental Tranche B Term Loans or Incremental Extensions of
Credit pursuant to this Section 2.1(b) shall not exceed an amount equal to
$50,000,000, (F) the aggregate amount of commitments in respect of all
Incremental Trade Credit Facilities shall not exceed an amount equal to
$25,000,000, (G) each borrowing of incremental Tranche B Term Loans or
Incremental Extensions of Credit that are Term Loans pursuant to this Section
2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than
five Incremental Facility Closing Dates may be selected by the Borrower after
the Closing Date. No Lender shall have any obligation to participate in any
increase described in this paragraph unless it agrees in writing to do so in its
sole discretion.

<PAGE>

                  (c) Any additional bank, financial institution or other entity
or existing Lender that elects to become an "Incremental Lender" under this
Agreement in connection with any transaction described in Section 2.1(b) (i)
shall be reasonably acceptable to the Borrower, each Co-Syndication Agent and
the Administrative Agent (which consent shall not be unreasonably withheld) and
(ii) shall execute a New Lender Supplement, substantially in the form of Exhibit
K (a "New Lenders Supplement"), whereupon such bank, financial institution or
other entity (a "New Lender") shall become a Lender for all purposes and to the
same extent as if originally a party hereto and shall be bound by and entitled
to the benefits of this Agreement.

                  (d) The terms and conditions applicable to any Incremental
Facility shall be set forth in the applicable Incremental Facility Activation
Notice which shall become a part hereof when executed and delivered by the
Borrower, the Lenders providing such Incremental Facility and the Administrative
Agent.

                  2.2      Procedure for Term Loan Borrowing. The Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three
Business Days prior to the anticipated Closing Date (or, in the case of any Term
Loans to be made after the Closing Date pursuant to Section 2.1(b), the
requested Borrowing Date) in the case of Eurodollar Loans, or (b) one Business
Day prior to the anticipated Closing Date (or, if applicable, the requested
Borrowing Date), in the case of ABR Loans) requesting that the relevant Term
Loan Lenders make Term Loans on such date and specifying the amount to be
borrowed. Upon receipt of such notice the Administrative Agent shall promptly
notify each relevant Term Loan Lender thereof. Not later than 12:00 Noon, New
York City time, on the Closing Date each relevant Term Loan Lender shall make
available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the Term Loan or Term Loans to be made by
such Lender. The Administrative Agent shall credit the account of the Borrower
on the books of such office of the Administrative Agent with the aggregate of
the amounts made available to the Administrative Agent by the relevant Term Loan
Lenders in immediately available funds.

                  2.3      Repayment of Term Loans. (a) The Tranche B Term Loan
of each Lender shall mature in 27 consecutive quarterly installments and on the
Tranche B Term Loan Maturity Date, each of which shall be in an amount equal to
such Lender's Tranche B Term Percentage multiplied by the amount set forth below
opposite such installment:

<TABLE>
<CAPTION>
   Installment                             Principal Amount
   -----------                             ----------------
<S>                                        <C>
March 31, 2003                                $ 2,500,000
June 30, 2003                                 $ 2,500,000
September 30, 2003                            $ 2,500,000
December 31, 2003                             $ 2,500,000
March 31, 2004                                $ 3,750,000
June 30, 2004                                 $ 3,750,000
September 30, 2004                            $ 3,750,000
December 31, 2004                             $ 3,750,000
March 31, 2005                                $ 3,750,000
June 30, 2005                                 $ 3,750,000
September 30, 2005                            $ 3,750,000
December 31, 2005                             $ 3,750,000
March 31, 2006                                $ 5,000,000
June 30, 2006                                 $ 5,000,000
September 30, 2006                            $ 5,000,000
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
   Installment                             Principal Amount
   -----------                             ----------------
<S>                                        <C>
December 31, 2006                             $ 5,000,000
March 31, 2007                                $ 6,250,000
June 30, 2007                                 $ 6,250,000
September 30, 2007                            $ 6,250,000
December 31, 2007                             $ 6,250,000
March 31, 2008                                $ 6,250,000
June 30, 2008                                 $ 6,250,000
September 30, 2008                            $ 6,250,000
December 31, 2008                             $ 6,250,000
March 31, 2009                                $35,000,000
June 30, 2009                                 $35,000,000
September 30, 2009                            $35,000,000
November 22, 2009                             $35,000,000
</TABLE>

                  (b) The Incremental Extensions of Credit that are Term Loans
of each Incremental Lender shall mature in consecutive installments (which shall
be no more frequent than quarterly) as specified in the Incremental Facility
Activation Notice pursuant to which such Incremental Extensions of Credit were
made, provided that (i) such Incremental Extensions of Credit shall not amortize
more rapidly, on a percentage basis, than the then remaining scheduled
installments of Tranche B Term Loans and (ii) such Incremental Extensions of
Credit shall not finally mature prior to the Tranche B Term Loan Maturity Date.
The Commitments under any Incremental Trade Credit Facility shall expire no
earlier than the Tranche B Term Loan Maturity Date and any Letter of Credit
issued thereunder shall have an expiry date no later than the date that is five
Business Days prior to the expiration of such Commitments.

                  2.4      Revolving Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Lender severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrower from time to time during the
Revolving Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender's Revolving Percentage of the sum
of (i) the L/C Obligations then outstanding and (ii) the aggregate principal
amount of the Swingline Loans then outstanding (except to the extent that such
Revolving Loans are to be applied to repay outstanding Swingline Loans), does
not exceed the amount of such Lender's Revolving Commitment; provided, that the
aggregate principal amount of Revolving Loans made on the Closing Date shall not
exceed $5,000,000. During the Revolving Commitment Period the Borrower may use
the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole
or in part, and reborrowing, all in accordance with the terms and conditions
hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR
Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.5 and 2.12.

                  (b) The Borrower shall repay all outstanding Revolving Loans
on the Revolving Termination Date.

                  2.5      Procedure for Revolving Loan Borrowing. The Borrower
may borrow under the Revolving Commitments during the Revolving Commitment
Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or
(b) one Business Day prior to the requested Borrowing Date, in the case of ABR
Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed,
(ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective

<PAGE>

amounts of each such Type of Loan and the respective lengths of the initial
Interest Period therefor. Each borrowing under the Revolving Commitments shall
be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole
multiple of $500,000 (or, if the then aggregate Available Revolving Commitments
are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $2,000,000 or a whole multiple of $500,000 in excess thereof; provided,
that the Swingline Lender may request, on behalf of the Borrower, borrowings
under the Revolving Commitments that are ABR Loans in other amounts pursuant to
Section 2.7. Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Revolving Lender thereof. Each
Revolving Lender will make the amount of its pro rata share of each borrowing
available to the Administrative Agent for the account of the Borrower at the
Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of such
office with the aggregate of the amounts made available to the Administrative
Agent by the Revolving Lenders and in like funds as received by the
Administrative Agent.

                  2.6      Swingline Commitment. (a) Subject to the terms and
conditions hereof, the Swingline Lender agrees to make a portion of the credit
otherwise available to the Borrower under the Revolving Commitments from time to
time during the Revolving Commitment Period by making swing line loans
("Swingline Loans") to the Borrower; provided that (i) the aggregate principal
amount of Swingline Loans outstanding at any time shall not exceed the Swingline
Commitment then in effect (notwithstanding that the Swingline Loans outstanding
at any time, when aggregated with the Swingline Lender's other outstanding
Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii)
the Borrower shall not request, and the Swingline Lender shall not make, any
Swingline Loan if, after giving effect to the making of such Swingline Loan, the
aggregate amount of the Available Revolving Commitments would be less than zero.
During the Revolving Commitment Period, the Borrower may use the Swingline
Commitment by borrowing, repaying and reborrowing, all in accordance with the
terms and conditions hereof. Swingline Loans shall be ABR Loans only.

                  (b) The Borrower shall repay to the Swingline Lender the then
unpaid principal amount of each Swingline Loan on the earlier of the Revolving
Termination Date and the first date after such Swingline Loan is made that is
the 15th or last day of a calendar month and is at least two Business Days after
such Swingline Loan is made; provided that on each date that a Revolving Loan is
borrowed, the Borrower shall repay all Swingline Loans then outstanding.

                  2.7      Procedure for Swingline Borrowing; Refunding of
Swingline Loans. (a) Whenever the Borrower desires that the Swingline Lender
make Swingline Loans it shall give the Swingline Lender irrevocable telephonic
notice confirmed promptly in writing (which telephonic notice must be received
by the Swingline Lender not later than 1:00 P.M., New York City time, on the
proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the
requested Borrowing Date (which shall be a Business Day during the Revolving
Commitment Period). Each borrowing under the Swingline Commitment shall be in an
amount equal to $250,000 or a whole multiple of $100,000 in excess thereof. Not
later than 3:00 P.M., New York City time, on the Borrowing Date specified in a
notice in respect of Swingline Loans, the Swingline Lender shall make available
to the Administrative Agent at the Funding Office an amount in immediately
available funds equal to the amount of the Swingline Loan to be made by the
Swingline Lender. The Administrative Agent shall make the proceeds of such
Swingline Loan available to the Borrower on such Borrowing Date by depositing
such proceeds in the account of the Borrower with the Administrative Agent on
such Borrowing Date in immediately available funds.

                  (b) The Swingline Lender, at any time and from time to time in
its sole and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Lender to act

<PAGE>

on its behalf), on one Business Day's notice given by the Swingline Lender no
later than 12:00 Noon, New York City time, request each Revolving Lender to
make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an
amount equal to such Revolving Lender's Revolving Percentage of the aggregate
amount of the Swingline Loans (the "Refunded Swingline Loans") outstanding on
the date of such notice, to repay the Swingline Lender. Each Revolving Lender
shall make the amount of such Revolving Loan available to the Administrative
Agent at the Funding Office in immediately available funds, not later than 10:00
A.M., New York City time, one Business Day after the date of such notice. The
proceeds of such Revolving Loans shall be immediately made available by the
Administrative Agent to the Swingline Lender for application by the Swingline
Lender to the repayment of the Refunded Swingline Loans. The Borrower
irrevocably authorizes the Swingline Lender to charge the Borrower's accounts
with the Administrative Agent (up to the amount available in each such account)
in order to immediately pay the amount of such Refunded Swingline Loans to the
extent amounts received from the Revolving Lenders are not sufficient to repay
in full such Refunded Swingline Loans.

                  (c) If prior to the time a Revolving Loan would have otherwise
been made pursuant to Section 2.7(b), one of the events described in Section
8(d) shall have occurred and be continuing with respect to the Borrower or if
for any other reason, as determined by the Swingline Lender in its sole
discretion, Revolving Loans may not be made as contemplated by Section 2.7(b),
each Revolving Lender shall, on the date such Revolving Loan was to have been
made pursuant to the notice referred to in Section 2.7(b), purchase for cash an
undivided participating interest in the then outstanding Swingline Loans by
paying to the Swingline Lender an amount (the "Swingline Participation Amount")
equal to (i) such Revolving Lender's Revolving Percentage times (ii) the sum of
the aggregate principal amount of Swingline Loans then outstanding that were to
have been repaid with such Revolving Loans.

                  (d) Whenever, at any time after the Swingline Lender has
received from any Revolving Lender such Lender's Swingline Participation Amount,
the Swingline Lender receives any payment on account of the Swingline Loans, the
Swingline Lender will distribute to such Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Lender is
required to be returned, such Revolving Lender will return to the Swingline
Lender any portion thereof previously distributed to it by the Swingline Lender.

                  (e) Each Revolving Lender's obligation to make the Loans
referred to in Section 2.7(b) and to purchase participating interests pursuant
to Section 2.7(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any setoff, counterclaim, recoupment, defense
or other right that such Revolving Lender or the Borrower may have against the
Swingline Lender, the Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or the
failure to satisfy any of the other conditions specified in Section 5; (iii) any
adverse change in the condition (financial or otherwise) of the Borrower; (iv)
any breach of this Agreement or any other Loan Document by the Borrower, any
other Loan Party or any other Revolving Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

<PAGE>

                  2.8      Commitment Fees, etc. (a) The Borrower agrees to pay
to the Administrative Agent for the account of each Revolving Lender a
commitment fee for the period from and including the date hereof to the last day
of the Revolving Commitment Period, computed at the Commitment Fee Rate on the
average daily amount of the Available Revolving Commitment of such Lender during
the period for which payment is made, payable quarterly in arrears on each Fee
Payment Date, commencing on the first such date to occur after the date hereof;
provided, that no Defaulting Lender shall be entitled to accrue or receive any
such commitment fee for so long as such Lender is a Defaulting Lender.

                  (b) The Borrower agrees to pay to the Administrative Agent the
fees in the amounts and on the dates previously agreed to in writing by the
Borrower and the Administrative Agent.

                  2.9      Termination or Reduction of Revolving Commitments.
The Borrower shall have the right, upon not less than three Business Days'
notice to the Administrative Agent, to terminate the Revolving Commitments or,
from time to time, to reduce the amount of the Revolving Commitments; provided
that no such termination or reduction of Revolving Commitments shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Loans and Swingline Loans made on the effective date thereof, the
Total Revolving Extensions of Credit would exceed the Total Revolving
Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a
whole multiple thereof, and shall reduce permanently the Revolving Commitments
then in effect.

                  2.10     Optional Prepayments. The Borrower may at any time
and from time to time prepay the Loans, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent no later
than 11:00 A.M., New York City time, three Business Days prior thereto, in the
case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one
Business Day prior thereto, in the case of ABR Loans, which notice shall specify
the date and amount of prepayment and whether the prepayment is of Eurodollar
Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day
other than the last day of the Interest Period applicable thereto, the Borrower
shall also pay any amounts owing pursuant to Section 2.20; provided, further,
that if Tranche B Term Loans shall be prepaid pursuant to this Section 2.10 on
or prior to the second anniversary of the Closing Date, such prepayment shall be
accompanied by a prepayment fee in an amount equal to (i) 2% of the principal
amount of such prepayment if such prepayment occurs on or prior to the first
anniversary of the Closing Date or (ii) 1% of the principal amount of such
prepayment if such prepayment occurs subsequent to the first anniversary of the
Closing Date but on or prior to the second anniversary of the Closing Date. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein together with
(except in the case of Revolving Loans that are ABR Loans and Swingline Loans)
accrued interest to such date on the amount prepaid and applied in accordance
with Section 2.17. Partial prepayments of Term Loans and Revolving Loans shall
be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
Partial prepayments of Swingline Loans shall be in an aggregate principal amount
of $100,000 or a whole multiple thereof. Any Revolving Loans or Swingline Loans
prepaid hereunder may be reborrowed in accordance with Section 2.4.

                  2.11     Mandatory Prepayments. (a) If any Indebtedness shall
be incurred by any Group Member (excluding any Indebtedness incurred in
accordance with Section 7.2 or permitted by the Required Lenders pursuant to
Section 10.1 (except as may be otherwise agreed to by the Required Lenders in
connection with their approval of such Indebtedness pursuant to Section 10.1)),
an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the
date of such incurrence toward the prepayment of the Loans as set forth in
Section 2.11(e).

                  (b) If any Group Member shall receive Net Cash Proceeds from
the issuance of Capital Stock of any Group Member in a public offering or in a
private placement that is underwritten, placed or

<PAGE>

initially purchased by one or more investment banks (which, for the avoidance of
doubt, shall not include any member of the Sponsor Group), an amount equal to
the Prepayment Percentage (as of the date of such issuance) of such Net Cash
Proceeds shall be applied on the date of such issuance to the prepayment of the
Loans as set forth in Section 2.11(e).

                  (c) If on any date any Group Member shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment
Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be
applied within five Business Days toward the prepayment of the Loans set forth
in Section 2.11(e); provided, that, notwithstanding the foregoing, on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayment of the Loans as set forth in Section 2.11(e).

                  (d) If, for any fiscal year of the Borrower commencing with
the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, the
Borrower shall, on the relevant Excess Cash Flow Application Date, apply the
Prepayment Percentage of such Excess Cash Flow toward the prepayment of the
Loans as set forth in Section 2.11(e). Each such prepayment shall be made on a
date (an "Excess Cash Flow Application Date") no later than five Business Days
after the earlier of (i) the date on which the financial statements of the
Borrower referred to in Section 6.1(a), for the fiscal year with respect to
which such prepayment is made, are required to be delivered to the Lenders and
(ii) the date such financial statements are actually delivered.

                  (e) Amounts to be applied in connection with prepayments made
pursuant to Section 2.11 shall be applied, first, to the prepayment of the Term
Loans in accordance with Section 2.17(b) until all Term Loans have been paid in
full and, second, to the prepayment of outstanding Revolving Loans in accordance
with Section 2.17(c). The application of any prepayment pursuant to Section 2.11
shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each
prepayment of the Loans under Section 2.11 (except in the case of Revolving
Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

                  2.12     Conversion and Continuation Options. (a) The Borrower
may elect from time to time to convert Eurodollar Loans to ABR Loans by giving
the Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., New York City time, on the Business Day preceding the proposed
conversion date, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving
the Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., New York City time, on the third Business Day preceding the proposed
conversion date (which notice shall specify the length of the initial Interest
Period therefor), provided that no ABR Loan under a particular Facility may be
converted into a Eurodollar Loan when any Event of Default has occurred and is
continuing and the Administrative Agent or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to
permit such conversions. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.

                  (b) Any Eurodollar Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving irrevocable notice to the Administrative Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
Section 1.1, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurodollar Loan under a particular Facility may be
continued as such when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Majority Facility Lenders in respect of such
Facility have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the Borrower shall fail to give
any required notice as described above in this

<PAGE>

paragraph or if such continuation is not permitted pursuant to the preceding
proviso such Loans shall be automatically converted to ABR Loans on the last day
of such then expiring Interest Period. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.

                  2.13     Limitations on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurodollar Loans and all selections of Interest Periods shall
be in such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $2,000,000 or a whole
multiple of $500,000 in excess thereof and (b) no more than ten Eurodollar
Tranches shall be outstanding at any one time.

                  2.14     Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

                  (b) Each ABR Loan shall bear interest at a rate per annum
equal to the ABR plus the Applicable Margin.

                  (c) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section plus 2% or (y) in the case of Reimbursement Obligations, the
rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if
all or a portion of any interest payable on any Loan or Reimbursement Obligation
or any commitment fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise and after
giving effect to any applicable grace periods under Section 8(a)), such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable
to ABR Loans under the relevant Facility plus 2% (or, in the case of any such
other amounts that do not relate to a particular Facility, the rate then
applicable to ABR Loans under the Revolving Facility plus 2%), in each case,
with respect to clauses (i) and (ii) above, from the date of such non-payment
until such amount is paid in full (as well after as before judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
Section shall be payable from time to time on demand.

                  2.15     Computation of Interest and Fees. (a) Interest and
fees payable pursuant hereto shall be calculated on the basis of a 360-day year
for the actual days elapsed, except that, with respect to ABR Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to Section
2.14(a).

<PAGE>

                  2.16     Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a)      the Administrative Agent shall have determined (which
         determination shall be conclusive and binding upon the Borrower) that,
         by reason of circumstances affecting the relevant market, adequate and
         reasonable means do not exist for ascertaining the Eurodollar Rate for
         such Interest Period, or

                  (b)      the Administrative Agent shall have received notice
         from the Majority Facility Lenders in respect of the relevant Facility
         that the Eurodollar Rate determined or to be determined for such
         Interest Period will not adequately and fairly reflect the cost to such
         Lenders (as conclusively certified by such Lenders) of making or
         maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans under the relevant Facility that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility
shall be converted, on the last day of the then-current Interest Period, to ABR
Loans. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans under the relevant Facility shall be made or continued
as such, nor shall the Borrower have the right to convert Loans under the
relevant Facility to Eurodollar Loans.

                  2.17     Pro Rata Treatment and Payments. (a) Each borrowing
by the Borrower from the Lenders hereunder, each payment by the Borrower on
account of any commitment fee and any reduction of the Commitments of the
Lenders shall be made pro rata according to the respective Tranche B Term
Percentages, Incremental Percentages or Revolving Percentages, as the case may
be, of the relevant Lenders.

                  (b) Each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Term Loans shall be made pro rata
among the Term Loan Lenders according to the respective outstanding principal
amounts of the Term Loans then held by the Term Loan Lenders. The amount of each
principal prepayment of the Term Loans (i) in respect of any voluntary
prepayments under Section 2.10, shall be applied to reduce, in direct order of
maturity, the then remaining installments of the Tranche B Term Loans and any
Incremental Extensions of Credit that are term loans, as the case may be, based
upon the respective then remaining principal amounts thereof, and (ii) in
respect of any mandatory prepayments under Section 2.11, shall be applied first
to reduce, in direct order of maturity, the next four remaining scheduled
payment installments set forth in Section 2.3(a), after giving effect to any
previous prepayments or reductions of such amounts, of the Tranche B Terms Loans
and any Incremental Extensions of Credit that are term loans, as the case may
be, and second, to reduce the then remaining installments of the Tranche B Term
Loans and any Incremental Extensions of Credit that are term loans, as the case
may be, pro rata based upon the respective then remaining principal amounts
thereof. Amounts repaid or prepaid on account of the Term Loans may not be
reborrowed.

                  (c) Each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Lenders.

                  (d) All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim

<PAGE>

and shall be made prior to 12:00 Noon, New York City time, on the due date
thereof to the Administrative Agent, for the account of the Lenders, at the
Funding Office, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received. If any payment hereunder (other than payments
on the Eurodollar Loans) becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day. If any
payment on a Eurodollar Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

                  (e) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon, at a
rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, for the period until such Lender makes such
amount immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days after such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans under
the relevant Facility, on demand, from the Borrower.

                  (f) Unless the Administrative Agent shall have been notified
in writing by the Borrower prior to the date of any payment due to be made by
the Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Effective Rate. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any Lender
against the Borrower.

                  2.18     Requirements of Law. (a) If the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                      (i) shall subject any Lender to any Non-Excluded Tax with
         respect to this Agreement, any Letter of Credit, any Application or any
         Eurodollar Loan made by it, or change the basis of taxation of payments
         to such Lender in respect thereof (except for Non-Excluded Taxes
         covered by Section 2.19 and changes in the rate of tax on the net
         income of such Lender);

<PAGE>

                      (ii) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender that is not
         otherwise included in the determination of the Eurodollar Rate; or

                      (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable. If any Lender becomes entitled
to claim any additional amounts pursuant to this paragraph, it shall promptly
notify the Borrower (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction.

                  (c) A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender to the Borrower (with a copy to
the Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrower shall not
be required to compensate a Lender pursuant to this Section for any amounts
incurred more than six months prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor; provided
that, if the circumstances giving rise to such claim have a retroactive effect,
then such six-month period shall be extended to include the period of such
retroactive effect. The obligations of the Borrower pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

                  2.19     Taxes. (a) All payments made by the Borrower under
this Agreement shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding (i) taxes measured by net income imposed on
the Administrative Agent or any Lender by (A) the United States, (B) the
jurisdiction under the laws of which the Administrative Agent or such Lender is
organized or in which its principal office is located or in which it maintains
its applicable lending office or (C) by any Governmental Authority solely as a
result of a present or former connection between the Administrative Agent or
such Lender and the jurisdiction of the Governmental Authority imposing such tax
or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its

<PAGE>

obligations or received a payment under, or enforced, this Agreement or any
other Loan Document), and (ii) any branch profits taxes imposed by the United
States or any similar tax imposed by any other jurisdiction in which the
Administrative Agent or such Lender is located. If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") or Other Taxes are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) of this Section or (ii) that are United States
withholding taxes imposed on amounts payable to such Lender at the time such
Lender becomes a party to this Agreement (or, in the case of any Participant, on
or before the date such Participant purchases the related participation), except
to the extent that such Lender's assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Borrower with respect to such
Non-Excluded Taxes pursuant to this paragraph.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) Whenever any Non-Excluded Taxes or Other Taxes are payable
by the Borrower, the Borrower shall promptly send to the Administrative Agent
for its own account or for the account of the relevant Lender, as the case may
be, a certified copy of an original official receipt received by the Borrower
showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes or
Other Taxes when due to the appropriate taxing authority or fails to remit to
the Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure.

                  (d) Each Lender or Transferee that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
(i) two copies of U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI or
W-8IMY, as applicable, and in the case of W-8IMY, any required supporting
documentation, properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from or a reduced rate of U.S. federal withholding
tax on all payments by the Borrower under this Agreement and the other Loan
Documents or, (ii) in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest," a statement substantially in the form of
Exhibit H and a Form W-8BEN. Each Lender that is not a Non-U.S. Lender and that
is not a corporation shall provide to the Borrower and the Administrative Agent
two duly completed copies of IRS Form W-9 unless it establishes to the
satisfaction of the Borrower that the Lender is otherwise eligible for an
exemption from backup withholding taxes. The forms required to be delivered
pursuant to this paragraph (d) shall be delivered by each Lender that is
required to deliver such forms on or before the date it becomes a party to this
Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation). In addition, each such Lender
shall deliver such forms (or any amended, renewal or successor forms, if
applicable) promptly upon the obsolescence or invalidity of any form previously
delivered by such Lender. Each such Lender shall promptly notify the Borrower at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S.

<PAGE>

Lender shall not be required to deliver any form pursuant to this paragraph that
such Non-U.S. Lender is not legally able to deliver.

                  (e) If the Administrative Agent or any Lender receives a
refund of any Non-Excluded Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.19, it shall pay over such refund
to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.19 with respect to
the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This paragraph shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
the Borrower or any other Person.

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

                  2.20     Indemnity. The Borrower agrees to indemnify each
Lender for, and to hold each Lender harmless from, any loss or expense that such
Lender may sustain or incur as a consequence of (a) default by the Borrower in
making a borrowing of, conversion into or continuation of Eurodollar Loans after
the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of Eurodollar Loans on a day that is not the last day of
an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest that would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate
of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. A certificate as to any
amounts payable pursuant to this Section submitted to the Borrower by any Lender
shall be conclusive in the absence of manifest error. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

                  2.21     Change of Lending Office. Each Lender agrees that,
upon the occurrence of any event giving rise to the operation of Section 2.18 or
2.19(a) with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 2.18 or 2.19(a).

<PAGE>

                  2.22     Replacement of Lenders. The Borrower shall be
permitted to replace any Lender that (a) requests reimbursement for amounts
owing pursuant to Section 2.18 or 2.19(a) or (b) is a Defaulting Lender, with a
replacement financial institution; provided that (i) such replacement does not
conflict with any Requirement of Law, (ii) no Event of Default shall have
occurred and be continuing at the time of such replacement, (iii) prior to any
such replacement, such Lender shall have taken no action under Section 2.21 so
as to eliminate the continued need for payment of amounts owing pursuant to
Section 2.18 or 2.19(a), (iv) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on
or prior to the date of replacement, (v) the Borrower shall be liable to such
replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced
Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (vi) the replacement financial institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the
replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 10.6 (provided that the Borrower shall be obligated to
pay the registration and processing fee referred to therein), (viii) until such
time as such replacement shall be consummated, the Borrower shall pay all
additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the
case may be, and (ix) any such replacement shall not be deemed to be a waiver of
any rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.

                          SECTION 3. LETTERS OF CREDIT

                  3.1      L/C Commitment. (a) Subject to the terms and
conditions hereof, the Issuing Lender, in reliance on the agreements of the
other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of
credit ("Letters of Credit") for the account of the Borrower on any Business Day
during the Revolving Commitment Period in such form as may be approved from time
to time by the Issuing Lender; provided that the Issuing Lender shall have no
obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Revolving Commitments would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no
later than the earlier of (x) the first anniversary of its date of issuance and
(y) the date that is five Business Days prior to the Revolving Termination Date,
provided that any Letter of Credit with a one-year term may provide for the
renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y) above) so long as any such Letter of
Credit permits the Issuing Lender to prevent any such renewal at least once
during each twelve-month period (commencing with the date of the issuance of
such Letter of Credit) by giving notice to the beneficiary thereof no later than
a day in each such twelve-month period to be agreed upon by the Borrower and the
Issuing Lender at the time such Letter of Credit is issued.

                  (b) The Issuing Lender shall not at any time be obligated to
issue any Letter of Credit if such issuance would conflict with, or cause the
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

                  3.2      Procedure for Issuance of Letter of Credit. The
Borrower may from time to time request that the Issuing Lender issue a Letter of
Credit by delivering to the Issuing Lender at its address for notices specified
herein an Application therefor, completed to the satisfaction of the Issuing
Lender, and such other certificates, documents and other papers and information
as the Issuing Lender may request. Upon receipt of any Application, the Issuing
Lender will process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby (but in no event shall the Issuing Lender be required to issue
any Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and

<PAGE>

other papers and information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by
the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of
such Letter of Credit to the Borrower promptly following the issuance thereof.
The Issuing Lender shall promptly furnish to the Administrative Agent, which
shall in turn promptly furnish to the Lenders, notice of the issuance of each
Letter of Credit (including the amount thereof).

                  3.3      Fees and Other Charges. (a) The Borrower will pay a
fee on all outstanding Letters of Credit at a per annum rate equal to the
Applicable Margin then in effect with respect to Eurodollar Loans under the
Revolving Facility, shared ratably among the Revolving Lenders and payable
quarterly in arrears on each Fee Payment Date after the issuance date. In
addition, the Borrower shall pay to the Issuing Lender for its own account a
fronting fee of 0.25% per annum on the undrawn and unexpired amount of each
Letter of Credit, payable quarterly in arrears on each Fee Payment Date after
the issuance date.

                  (b) In addition to the foregoing fees, the Borrower shall pay
or reimburse the Issuing Lender for such normal and customary costs and expenses
as are incurred or charged by the Issuing Lender in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of
Credit.

                  3.4      L/C Participations. (a) The Issuing Lender
irrevocably agrees to grant and hereby grants to each L/C Participant, and, to
induce the Issuing Lender to issue Letters of Credit, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
the Issuing Lender, on the terms and conditions set forth below, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Percentage in the Issuing Lender's obligations and
rights under and in respect of each Letter of Credit and the amount of each
draft paid by the Issuing Lender thereunder. Each L/C Participant
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which the Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at
the Issuing Lender's address for notices specified herein an amount equal to
such L/C Participant's Revolving Percentage of the amount of such draft, or any
part thereof, that is not so reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is
paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 3.4(a) is not made available to the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to ABR Loans under the Revolving Facility. A
certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.

                  (c) Whenever, at any time after the Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 3.4(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly

<PAGE>

from the Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such
L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.

                  3.5      Reimbursement Obligation of the Borrower. If any
draft is paid under any Letter of Credit, the Borrower shall reimburse the
Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees,
charges or other costs or expenses incurred by the Issuing Lender in connection
with such payment, not later than 12:00 Noon, New York City time, on (i) the
Business Day that the Borrower receives notice of such draft, if such notice is
received on such day prior to 10:00 A.M., New York City time, or (ii) if clause
(i) above does not apply, the Business Day immediately following the day that
the Borrower receives such notice. Each such payment shall be made to the
Issuing Lender at its address for notices referred to herein in Dollars and in
immediately available funds. Interest shall be payable on any such amounts from
the date on which the relevant draft is paid until payment in full at the rate
set forth in (x) until the Business Day next succeeding the date of the relevant
notice, Section 2.14(b) and (y) thereafter, Section 2.14(c).

                  3.6      Obligations Absolute. The Borrower's obligations
under this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that the Borrower may have or have had against the Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. The Borrower also agrees
with the Issuing Lender that the Issuing Lender shall not be responsible for,
and the Borrower's Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. The Issuing
Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Issuing Lender.
The Borrower agrees that any action taken or omitted by the Issuing Lender under
or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct and in
accordance with the standards of care specified in the Uniform Commercial Code
of the State of New York, shall be binding on the Borrower and shall not result
in any liability of the Issuing Lender to the Borrower.

                  3.7      Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the Issuing Lender shall
promptly notify the Borrower of the date and amount thereof. The responsibility
of the Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

                  3.8      Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

<PAGE>

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and issue or participate in the
Letters of Credit, from and after the Closing Date, Holdings and the Borrower
hereby jointly and severally represent and warrant to the Administrative Agent
and each Lender that:

                  4.1      Financial Condition. (a) The unaudited pro forma
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at September 30, 2002 (including the notes thereto) (the "Pro Forma Balance
Sheet") and the unaudited pro forma consolidated statements of operations of the
Borrower and its consolidated Subsidiaries for each of the nine-month and
twelve-month periods ending on such date (the "Pro Forma Income Statements"),
copies of which have heretofore been furnished to each Lender, have been
prepared giving effect (as if such events had occurred on September 30, 2002, in
the case of the Pro Forma Balance Sheet, and on January 1, 2002, in the case of
the Pro Forma Income Statements) to (i) the consummation of the Acquisition,
(ii) the Loans to be made and the Senior Subordinated Notes to be issued on the
Closing Date and the use of proceeds thereof, (iii) the acquisition of Utility
Piping Systems, Inc. consummated in March 2002 and (iv) the payment of fees and
expenses in connection with the foregoing. The Pro Forma Balance Sheet and the
Pro Forma Income Statements have been prepared based on the best information
available to the Borrower as of the date of delivery thereof, and present fairly
on a pro forma basis (x) the estimated financial position of Borrower and its
consolidated Subsidiaries as at September 30, 2002, assuming that the events
specified in the preceding sentence had actually occurred at such date, and (y)
the estimated consolidated results of operations of the Borrower and its
consolidated Subsidiaries for each period covered by the Pro Forma Income
Statements, assuming that the events in the preceding sentence had actually
occurred on the first day of the relevant period covered thereby, in each case,
in accordance with Regulation S-X of the Securities Act, except as has otherwise
been previously approved by each Initial Lender.

                  (b) The audited consolidated balance sheets of Distribution
and its consolidated Subsidiaries as at April 30, 1999, December 31, 1999,
December 31, 2000 and December 31, 2001, and the related consolidated statements
of income and of cash flows for the one-month period ended April 30, 1999 and
the eight-month period ended December 31, 1999 and the fiscal years ended
December 31, 2000 and December 31, 2001, reported on by and accompanied by an
unqualified report from KPMG Peat Marwick, present fairly the consolidated
financial condition of Distribution and its consolidated Subsidiaries as at such
date, and the consolidated results of its operations and its consolidated cash
flows for the respective periods then ended. The unaudited consolidated balance
sheet of Distribution and its consolidated Subsidiaries as at September 30,
2002, and the related unaudited consolidated statements of income and cash flows
for the nine-month period ended on such date, present fairly the consolidated
financial condition of Distribution as at such date, and the consolidated
results of its operations and its consolidated cash flows for the nine-month
period then ended (subject to normal year-end audit adjustments). All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein) and the applicable rules and regulation of the Securities
Act. As of the Closing Date (after giving effect to the Acquisition), neither
Holdings nor any of its consolidated Subsidiaries has any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including any interest rate
or foreign currency swap or exchange transaction or other obligation in respect
of derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph or the Confidential Information Memorandum. During
the period from December 31, 2001 to and including the date hereof there has
been no Disposition by Distribution or any of its consolidated Subsidiaries of
any material part of its business or property (other than the Acquisition).

<PAGE>

                  4.2      No Change. Since December 31, 2001, there has been no
development or event that had or is reasonably expected to have a Material
Adverse Effect.

                  4.3      Existence; Compliance with Law. Each Group Member (a)
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, except to the extent that the
failure to be so qualified could reasonably be expected to have a Material
Adverse Effect and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  4.4      Power; Authorization; Enforceable Obligations. Each
Loan Party has the power and authority to make, deliver and perform the Loan
Documents to which it is a party and, in the case of the Borrower, to obtain
extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No material consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the Acquisition and the extensions of credit
hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i)
consents, authorizations, filings and notices described in Schedule 4.4, which
consents, authorizations, filings and notices have been obtained or made and are
in full force and effect and (ii) the filings referred to in Section 4.19. Each
Loan Document has been duly executed and delivered on behalf of each Loan Party
party thereto. This Agreement constitutes, and each other Loan Document upon
execution will constitute, a legal, valid and binding obligation of each Loan
Party party thereto, enforceable against each such Loan Party in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  4.5      No Legal Bar. The execution, delivery and performance
of this Agreement and the other Loan Documents, the issuance of Letters of
Credit, the borrowings hereunder and the use of the proceeds thereof will not
violate any Requirement of Law or any material Contractual Obligation of any
Group Member in any material respect and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation
(other than the Liens created by the Security Documents). No Requirement of Law
or Contractual Obligation applicable to the Borrower or any of its Subsidiaries
could reasonably be expected to have a Material Adverse Effect.

                  4.6      Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of Holdings or the Borrower, threatened by or against any Group
Member or against any of their respective properties or revenues (a) with
respect to any of the Loan Documents or any of the transactions contemplated
hereby or thereby, or (b) that could reasonably be expected to have a Material
Adverse Effect.

                  4.7      No Default. No Group Member is in default under or
with respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

<PAGE>

                  4.8      Ownership of Property; Liens. Each Group Member has
title in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, in each case, except for minor defects which do not
materially interfere with the business of such Group Member and none of such
property is subject to any Lien except as permitted by Section 7.3.

                  4.9      Intellectual Property. Except to the extent that any
of the following could not be reasonably be expected to have a Material Adverse
Effect, (a) each Group Member owns, or is licensed or otherwise has the right to
use, all Intellectual Property necessary for the conduct of its business as
currently conducted, (b) no holding, decision or judgment has been rendered by
any Governmental Authority which would limit, cancel or question the validity or
enforceability of any Intellectual Property, (c) no claim has been asserted or
is pending by any Person challenging or questioning the use of any Intellectual
Property or the validity, effectiveness or enforceability of any Intellectual
Property, nor does Holdings or the Borrower know of any valid basis for any such
claim and (d) the use of Intellectual Property by each Group Member does not
infringe on the rights of any Person in any material respect.

                  4.10     Taxes. Each Group Member has filed or caused to be
filed all Federal, material state and other material tax returns that are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any material assessments made against it or any of its property
and all other material taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books of the relevant Group Member); no tax Lien has been filed, and, to the
knowledge of Holdings and the Borrower, no claim is being asserted, with respect
to any such tax, fee or other charge.

                  4.11     Federal Regulations. No part of the proceeds of any
Loans, and no other extensions of credit hereunder, will be used for "buying" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
or for any purpose that violates the provisions of the Regulations of the Board.
If requested by any Lender or the Administrative Agent, the Borrower will
furnish to the Administrative Agent and each Lender a statement to the foregoing
effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

                  4.12     Labor Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against any Group Member pending or, to the
knowledge of Holdings or the Borrower, threatened; (b) hours worked by and
payment made to employees of each Group Member have not been in violation of the
Fair Labor Standards Act or any other applicable Requirement of Law dealing with
such matters; and (c) all payments due from any Group Member on account of
employee health and welfare insurance have been paid or accrued as a liability
on the books of the relevant Group Member.

                  4.13     ERISA. (a) Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (i) neither a
Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has complied in all respects
with its terms and the applicable provisions of ERISA and the Code; (ii) no
termination of a Single Employer Plan has occurred, and no Lien in favor of the
PBGC or a Plan has arisen, during such five-year period; (iii) the present value
of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits;
(iv) no complete or partial

<PAGE>

withdrawal from any Multiemployer Plan has resulted or could reasonably be
expected to result in any liability (whether actual, contingent, liquidated or
otherwise) under ERISA to the Borrower or any Commonly Controlled Entity, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA if a complete withdrawal were to occur completely from
any Multiemployer Plan as of the valuation date most closely preceding the date
on which this representation is made or deemed made; and (v) no Multiemployer
Plan is in Reorganization or Insolvent.

                  (b) Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (i) neither the Borrower nor any
Commonly Controlled Entity has incurred, or could reasonably be expected to
incur, any liability under applicable law in respect of any MEWA; (ii) neither
the Borrower nor any Commonly Controlled Entity has incurred, or could
reasonably be expected to incur, any current or projected liability in respect
of post-employment or post-retirement health, medical or life insurance benefits
for current, former or retired employees, except as required to avoid an excise
tax under Section 4980B of the Code or otherwise except as may be required
pursuant to any other applicable law; and (iii) neither the Borrower nor any
Commonly Controlled Entity has incurred, or could reasonably be expected to
incur, any tax, fine, lien, penalty or other liability in respect of any Benefit
Arrangement as a result of the consummation of the transactions contemplated by
this Agreement, the Acquisition Agreement or the Acquisition Documentation,
whether alone or in conjunction with other events.

                  4.14     Investment Company Act; Other Regulations. No Loan
Party is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

                  4.15     Subsidiaries. Except as disclosed to the
Administrative Agent by the Borrower in writing from time to time after the
Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of
incorporation of each Subsidiary and, as to each such Subsidiary, the percentage
of each class of Capital Stock owned by any Loan Party and (b) there are no
outstanding subscriptions, options, warrants, calls, rights or other agreements
or commitments (other than stock options granted to employees or directors and
directors' qualifying shares) of any nature relating to any Capital Stock of the
Borrower or any Subsidiary, except as created by the Loan Documents.

                  4.16     Use of Proceeds. The proceeds of the Tranche B Term
Loans, and no more than $5,000,000 of the proceeds of Revolving Loans, shall be
used on the Closing Date to finance a portion of the Acquisition and to pay
related fees and expenses. All other proceeds of the Revolving Loans, proceeds
of any Incremental Extensions of Credit and the Swingline Loans, and the Letters
of Credit shall be used for general corporate purposes of the Borrower and its
Subsidiaries.

                  4.17     Environmental Matters. Except as, in the aggregate
after giving effect to the consummation of the Acquisition (including, without
limitation, the exclusion of asbestos-related liabilities from the Acquired
Business, the indemnities related thereto in the Acquisition Agreement and
issuance of the Vivendi Guarantee), could not reasonably be expected to have a
Material Adverse Effect:

                  (a) the facilities and properties currently or formerly owned,
leased or operated by any Group Member (the "Properties") do not contain, and
have not previously contained, any Materials of Environmental Concern in amounts
or concentrations or under circumstances that constitute or constituted a
violation of, or could reasonably be expected to give rise to liability under,
any Environmental Law;

                  (b) no Group Member has received or is aware of any written
notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance

<PAGE>

with Environmental Laws with regard to any of the Properties, any Group Member
or the business currently or formerly operated by any Group Member (the
"Business"), nor does Holdings or the Borrower have knowledge or reason to
believe that any such notice will be received or is being threatened;

                  (c) Materials of Environmental Concern have not been
transported, arranged to be disposed of or disposed of from the Properties or in
connection with the Business in violation of, or in a manner or to a location
that could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
or in connection with the Business in violation of, or in a manner that could
reasonably be expected to give rise to liability under, any applicable
Environmental Law;

                  (d) no judicial proceeding or governmental or administrative
action is pending or, to the knowledge of Holdings and the Borrower, threatened,
under any Environmental Law to which any Group Member is or would reasonably be
expected to be named as a party with respect to the Properties or the Business,
nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to the
Properties or the Business;

                  (e) there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of any Group Member in connection with the Properties
or otherwise in connection with the Business, in violation of or in amounts or
in a manner that could reasonably be expected to give rise to liability under
Environmental Laws;

                  (f) the Group Members, the Business, the Properties and all
operations at the Properties are in compliance, and have during the term of all
applicable statutes of limitation, been in compliance, with all applicable
Environmental Laws, and there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties
or the Business; and

                  (g) no Group Member has assumed any liability of any other
Person under Environmental Laws.

                  4.18     Accuracy of Information, etc. The information (other
than pro forma financial information and projections) contained in this
Agreement, any other Loan Document, the Confidential Information Memorandum or
any other document, certificate or written statement furnished by or on behalf
of any Loan Party to the Administrative Agent or the Lenders, or any of them,
taken as a whole, for use in connection with the transactions contemplated by
this Agreement or the other Loan Documents, did not contain as of the date such
statement, information, document or certificate was so furnished (or, in the
case of the Confidential Information Memorandum, as of the date of this
Agreement), any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained herein or therein not materially
misleading in light of the circumstances under which such statements were made.
The projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by
management of the Borrower to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount. As of the Closing
Date, to the knowledge of Holdings and the Borrower, the representations and
warranties contained in the Acquisition Documentation are true and correct in
all material respects. There is no fact known to any Loan Party that could
reasonably be expected to have a Material Adverse Effect that has not been
expressly disclosed herein, in the other Loan Documents, in the Confidential

<PAGE>

Information Memorandum or in any other documents, certificates and statements
furnished to the Administrative Agent and the Lenders for use in connection with
the transactions contemplated hereby and by the other Loan Documents.

                  4.19     Security Documents, etc. (a) The Guarantee and
Collateral Agreement is effective to create in favor of the Administrative
Agent, for the benefit of the Lenders, a legal, valid and enforceable security
interest in the Collateral described therein and proceeds thereof (except as
expressly provided in the Guarantee and Collateral Agreement). In the case of
the Pledged Stock described in the Guarantee and Collateral Agreement, when
stock certificates representing such Pledged Stock are delivered to the
Administrative Agent, and in the case of the other Collateral described in the
Guarantee and Collateral Agreement, when financing statements and other filings
specified on Schedule 4.19(a) in appropriate form are filed in the offices
specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Obligations (as defined in the Guarantee and Collateral
Agreement), in each case prior and superior in right to any other Person
(except, in the case of Collateral other than Pledged Stock, Liens permitted by
Section 7.3).

                  (b) Each of the Mortgages is, to the best of the Borrower's
knowledge, (i) effective to create in favor of the Administrative Agent, for the
benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged
Properties described therein and proceeds thereof, and (ii) when the Mortgages
are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in the Mortgaged Properties and the proceeds
thereof, as security for the Obligations (as defined in the relevant Mortgage),
in each case prior and superior in right to any other Person (except as
reflected in the exceptions to the title policies delivered pursuant to Section
5.1(m)). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real
property located in the United States and held by the Borrower or any of its
Subsidiaries.

                  (c) Schedule 4.19(c) lists, as of the Closing Date, each
leasehold interest in real property located in the United States and held by the
Borrower or any of its Subsidiaries (the "Leased Property").

                  4.20     Solvency. The Loan Parties, taken as a whole, are,
and after giving effect to the Acquisition and the incurrence of all
Indebtedness and obligations being incurred in connection herewith and therewith
will be and will continue to be, Solvent.

                  4.21     Senior Indebtedness. The Obligations constitute
"Senior Debt" and "Designated Senior Debt" of the Borrower under and as defined
in the Senior Subordinated Note Indenture. The obligations of each Subsidiary
Guarantor, if any, under the Guarantee and Collateral Agreement constitute
"Senior Debt" and "Designated Senior Debt" of such Subsidiary Guarantor under
and as defined in the Senior Subordinated Note Indenture.

                  4.22     Regulation H. No Mortgage encumbers improved real
property that is located in an area that has been identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968, unless such insurance has been obtained as required by any
Requirement of Law applicable to any party hereto.

                  4.23     Certain Documents. The Borrower has delivered to the
Administrative Agent a complete and correct copy of the Acquisition
Documentation and the Senior Subordinated Note Indenture, including any
amendments, supplements or modifications with respect to any of the foregoing.

<PAGE>

                        SECTION 5. CONDITIONS PRECEDENT

                  5.1      Conditions to Initial Extension of Credit. The
agreement of each Lender to make the initial extension of credit requested to be
made by it is subject to the satisfaction, prior to or concurrently with the
making of such extension of credit on the Closing Date, of the following
conditions precedent:

                  (a) Credit Agreement; Guarantee and Collateral Agreement. The
Administrative Agent shall have received (i) this Agreement, executed and
delivered by the Administrative Agent, Holdings, the Borrower and each Person
listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed
and delivered by Holdings, the Borrower and each Subsidiary Guarantor and (iii)
an Acknowledgement and Consent in the form attached to the Guarantee and
Collateral Agreement, executed and delivered by each Issuer (as defined
therein), if any, that is not a Loan Party.

                  (b) Acquisition, etc. The following transactions shall have
been consummated, in each case in accordance with all material applicable
Requirements of Law and the Acquisition Documentation provided to the Initial
Lenders on or prior to the Closing Date, as amended, supplemented or otherwise
modified with the approval of each Initial Lender (such approval not to be
unreasonably withheld):

                      (i) the Borrower shall have purchased (the "Acquisition")
         substantially all the assets and businesses, and assumed certain
         liabilities and obligations (such assets, liabilities and obligations,
         the "Acquired Business") of Distribution from United States Filter
         Corporation, in accordance with the Acquisition Agreement;

                      (ii) Holdings shall have received at least $210,000,000
         (less the amount, if any, by which Transaction Costs are less than
         $40,000,000) in cash proceeds from equity issued by Holdings to the
         Sponsors (together with any other member of the Sponsor Group) and
         certain senior members of management of the Borrower, on terms and
         conditions satisfactory to the Co-Syndication Agents, and such proceeds
         shall have been contributed to the Borrower;

                      (iii) the Borrower shall have received at least
         $200,000,000 (less up to $50,000,000 of net cash proceeds of Junior
         Capital received by the Borrower on the Closing Date) in gross cash
         proceeds from the issuance of the Senior Subordinated Notes;

                      (iv) Transaction Costs shall not exceed $40,000,000 unless
         the amount in excess thereof is funded with proceeds from Junior
         Capital (without duplication of any proceeds of Junior Capital that
         offset the required proceeds of Senior Subordinated Notes pursuant to
         subclause (iii) above); and

                      (v) (i) all Indebtedness (other than Indebtedness set
         forth on Schedule 7.2(d)) assumed by the Borrower pursuant to the
         Acquisition Documentation or otherwise as of the Closing Date shall
         have been terminated and all amounts thereunder shall have been paid in
         full and (ii) satisfactory arrangements shall have been made for the
         termination of all Liens granted in connection therewith.

                  (c) Pro Forma Balance Sheet; Financial Statements. The Lenders
shall have received (i) the Pro Forma Balance Sheet, (ii) the Pro Forma Income
Statements, (iii) audited financial statements of Distribution for the one-month
period ended April 30, 1999 and the eight-month period ended December 31, 1999
and for the fiscal years ended December 31, 2000 and December 31, 2001 and (iv)
unaudited interim consolidated financial statements of Distribution for the
six-month periods ended June 30, 2001 and June 30, 2002, and such financial
statements shall not reflect any material adverse change in the
<PAGE>

business, property, operations or condition (financial or otherwise) of
Distribution and its subsidiaries, taken as a whole, or the Acquired Business,
as reflected in the financial statements or projections previously provided to
the Initial Lenders.

                  (d) Pro Forma EBITDA; Pro Forma Leverage Ratio. Each Initial
Lender shall be satisfied that:

                      (i)   Pro Forma EBITDA as reflected in the financial
         statements contained in the offering circular prepared in connection
         with the issuance of the Senior Subordinated Notes and as determined by
         the Borrower and KPMG Peat Marwick (which determination shall be
         evidenced by a comfort letter issued by KPMG and reasonably acceptable
         to each Initial Lender) for the twelve-month period ending June 30,
         2002 shall equal at least $90,000,000;

                      (ii)  Pro Forma EBITDA for the latest twelve-month period
         ending as of the last day of the most recent fiscal quarter for which
         quarterly financial statements of Distribution have been delivered
         pursuant to Section 5.1(c) shall equal at least $90,000,000 from
         planned operations; and

                      (iii) the ratio of Consolidated Total Debt on the last
         day of each twelve-month period described in the foregoing clauses (i)
         through (iii) to Pro Forma EBITDA for each corresponding twelve-month
         period shall not exceed 5.00:1.00.

                  (e) Approvals. All material governmental and third party
approvals (including shareholder approvals, if any, but excluding any landlord
consents not required by the Acquisition Documentation) necessary in connection
with the Acquisition, the continuing operations of the Group Members and the
transactions contemplated hereby shall have been obtained and be in full force
and effect, and 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 Acquisition or
the financing contemplated hereby.

                  (f) Litigation. There shall not exist any action, suit,
investigation, litigation or proceeding pending or threatened in any court of
before any arbitrator or Governmental Authority that has or could reasonably be
expected to have a Material Adverse Effect.

                  (g) Lien Searches. Each Initial Lender shall have received the
results of a recent lien search in each of the jurisdictions where material
assets of Distribution related to the Acquired Business are located and the
jurisdiction of organization of each of Distribution and each Credit Party, and
such search shall reveal no liens on any of the assets of such Persons except
for liens permitted by Section 7.3 or discharged on or prior to the Closing Date
(or reasonably satisfactory arrangements therefor after the Closing Date)
pursuant to documentation reasonably satisfactory to each Initial Lender.

                  (h) Fees. The Lenders, the Administrative Agent and the
Co-Syndication Agents shall have received all fees required to be paid, and all
expenses required to be paid for which invoices have been presented (including
the reasonable fees and expenses of legal counsel), on or before the Closing
Date. All such amounts will be paid with proceeds of Loans made on the Closing
Date and will be reflected in the funding instructions given by the Borrower to
the Administrative Agent on or before the Closing Date.

                  (i) Closing Certificate; Certified Certificate of
Incorporation; Good Standing Certificates. The Administrative Agent shall have
received (i) a certificate of each Loan Party, dated the Closing Date,
substantially in the form of Exhibit C, with appropriate insertions and
attachments,

<PAGE>

including the certificate of incorporation of each Loan Party that is a
corporation certified by the relevant authority of the jurisdiction of
organization of such Loan Party, and (ii) a long form good standing certificate
for each Loan Party from its jurisdiction of organization.

                  (j) Legal Opinions.  The Administrative Agent shall have
received (and the Co-Syndication Agents shall have received final forms of) the
following executed legal opinions:

                      (i)   the legal opinion of O'Melveny & Myers LLP, counsel
         to the Borrower and the other Loan Parties, substantially in the form
         of Exhibit F; and

                      (ii)  to the extent consented to by the relevant counsel,
         each legal opinion, if any, delivered in connection with the
         Acquisition Agreement, accompanied by a reliance letter in favor of the
         Lenders.

                  (k) Pledged Stock; Stock Powers; Pledged Notes. The
Administrative Agent shall have received (i) the certificates representing the
shares of Capital Stock pledged pursuant to the Guarantee and Collateral
Agreement, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof and (ii)
each promissory note (if any) pledged to the Administrative Agent pursuant to
the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof.

                  (l) Filings, Registrations and Recordings. Each document
(including any Uniform Commercial Code financing statement) required by the
Security Documents or under law or reasonably requested by the Administrative
Agent to be filed, registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the Lenders, a perfected Lien on the
Collateral described therein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 7.3), shall be
in proper form for filing, registration or recordation (other than any filing,
registration or recordation required with the Federal Aviation Administration,
which the Borrower hereby agrees shall be completed no later than December 31,
2002).

                  (m) Mortgages, etc.  (i) The Administrative Agent shall have
received a Mortgage with respect to each Mortgaged Property, executed and
delivered by a duly authorized officer of each party thereto.

                  (ii)The Administrative Agent shall have received in respect
         of each Mortgaged Property a mortgagee's title insurance policy (or
         policies) or marked up unconditional binder for such insurance. Each
         such policy shall (A) be in an amount reasonably satisfactory to the
         Administrative Agent; (B) be issued at ordinary and commercially
         reasonable rates; (C) insure that the Mortgage insured thereby creates
         a valid first Lien on such Mortgaged Property free and clear of all
         defects and encumbrances, except as disclosed therein; (D) name the
         Administrative Agent for the benefit of the Lenders as the insured
         thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended
         10/17/70, 10/17/84 and 10/17/92) (or equivalent policies); (F) contain
         such endorsements and affirmative coverage as the Administrative Agent
         may reasonably request and (G) be issued by title companies reasonably
         satisfactory to the Administrative Agent (including any such title
         companies acting as co-insurers or reinsurers, at the option of the
         Administrative Agent). The Administrative Agent shall have received
         evidence reasonably satisfactory to it that all premiums in respect of
         each such policy, all charges for mortgage recording tax, and all
         related expenses, if any, have been paid.

                  (iii) The Administrative Agent shall have received (A) a
         policy of flood insurance that (1) covers any parcel of improved real
         property that is encumbered by a Mortgage and has been

<PAGE>

         identified by the Secretary of Housing and Urban Development as being
         located in a special flood hazard area, (2) is written in an amount not
         less than the outstanding principal amount of the indebtedness secured
         by such Mortgage that is reasonably allocable to such real property or
         the maximum limit of coverage made available with respect to the
         particular type of property under the National Flood Insurance Act of
         1968, whichever is less, and (3) has a term ending not later than the
         maturity of the Indebtedness secured by such Mortgage and (B)
         confirmation that the Borrower has received the notice required
         pursuant to Section 208(e)(3) of Regulation H of the Board.

                  (iv) The Administrative Agent shall have received a copy of
         all recorded documents referred to, or listed as exceptions to title
         in, the title policy or policies referred to in clause (iii) above and
         a copy of all other material documents affecting the Mortgaged
         Properties.

                  (n) The Administrative Agent shall have received (i) an
executed Landlord Waiver with respect to each Leased Property listed on Schedule
6.3 to the Acquisition Agreement (other than with respect to the Leased
Properties located in Gilbert, Arizona, Tolleson, Arizona and Denver, Colorado)
and (ii) evidence that each lessor with respect to each other parcel of Leased
Property not listed on Schedule 6.3 to the Acquisition Agreement (A) has been
requested to subordinate any and all rights such lessor may have in the property
subject to the Lien under the Security Documents to the rights of the
Administrative Agent under the Security Documents, and (B) has been requested to
grant the Administrative Agent access to the Leased Property in order to enforce
the Lien granted under the Security Documents, it being understood that, with
respect to this clause (ii) only, the Borrower shall have used commercially
reasonable efforts to obtain the consents and waivers identified in the
foregoing (A) through (B) from such lessors.

                  (o) Solvency Certificate. Each Co-Syndication Agent shall have
received a solvency certificate dated the Closing Date, substantially in the
form of Exhibit J, from the chief executive officer and the chief financial
officer of the Borrower reasonably satisfactory to each Co-Syndication Agent
that shall document the solvency of the Borrower and its Subsidiaries, taken as
a whole, after giving effect to the Acquisition and the financings contemplated
hereby.

                  (p) Insurance.  The Administrative Agent shall have
received insurance certificates satisfying the requirements of Section 6.5.

                  (q) Management. Each Initial Lender shall be satisfied that
each of the existing President and Chief Operating Officer, Chief Financial
Officer and Vice President of Marketing & Systems Operations of Distribution
shall be available to manage the Borrower and its Subsidiaries on an on-going
basis.

                  5.2   Conditions to Each Extension of Credit. The agreement of
each Lender (including the Swingline Lender) to make any extension of credit
requested to be made by it on any date (including its initial extension of
credit) is subject to the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of such
date as if made on and as of such date, except to the extent any such
representation or warranty expressly relates to an earlier date in which case
such representation or warranty shall be true and correct in all material
respects as of such earlier date.

<PAGE>

                  (b) No Default.  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the extensions
of credit requested to be made on such date.

                  (c) Other Documents. In the case of any extension of credit
made on any Incremental Facility Closing Date, the Administrative Agent and each
Co-Syndication Agent shall have received such documents and other information as
such parties may reasonably request.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 5.2 have been satisfied.

                       SECTION 6.  AFFIRMATIVE COVENANTS

                  From and after the Closing Date, Holdings and the Borrower
hereby jointly and severally agree that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount
(other than any contingent or unliquidated obligations or liabilities) is owing
to any Lender or the Administrative Agent hereunder, each of Holdings and the
Borrower shall and shall cause each of its Subsidiaries to:

                  6.1   Financial Statements. Furnish to the Administrative
Agent and each Lender:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Borrower, a copy of the
         audited consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such year and the related audited
         consolidated statements of income and of cash flows for such year,
         setting forth in each case in comparative form the figures for the
         previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, by Pricewaterhouse Coopers, Deloitte & Touche, KPMG Peat
         Marwick, Ernst & Young, or other independent certified public
         accountants of nationally recognized standing, reasonably satisfactory
         to the Administrative Agent; and

                  (b) as soon as available, but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Borrower, the unaudited consolidated balance sheet
         of the Borrower and its consolidated Subsidiaries as at the end of such
         quarter and the related unaudited consolidated statements of income and
         of cash flows for such quarter and the portion of the fiscal year
         through the end of such quarter, setting forth in each case in
         comparative form the figures for the previous year, certified by a
         Responsible Officer as being fairly stated in all material respects
         (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied (except as approved by such accountants or officer, as the case may be,
and disclosed in reasonable detail therein) consistently throughout the periods
reflected therein and with prior periods.

                  6.2   Certificates; Other Information. Furnish to the
Administrative Agent and each Lender (or, in the case of clause (f), to the
relevant Lender):

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 6.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default, except as specified in
         such certificate;

<PAGE>

                  (b) concurrently with the delivery of any financial statements
         pursuant to Section 6.1, (i) a certificate of a Responsible Officer
         stating that such Responsible Officer has obtained no knowledge of any
         Default or Event of Default except as specified in such certificate and
         (ii) in the case of quarterly or annual financial statements, (w) a
         Compliance Certificate containing all information and calculations
         necessary for determining compliance by each Group Member with the
         provisions of this Agreement referred to therein as of the last day of
         the fiscal quarter or fiscal year of the Borrower, as the case may be,
         (x) to the extent not previously disclosed to the Administrative Agent,
         a description of any change in the jurisdiction of organization of any
         Loan Party, (y) to the extent not previously disclosed to the
         Administrative Agent, a description of any application for the
         registration of any Intellectual Property during such fiscal quarter to
         the extent required by Section 6.11(i) and (z) to the extent not
         previously disclosed to the Administrative Agent, the aggregate value
         of the fee interest of all real property owned by each Group Member
         (whether acquired during such fiscal quarter or in a prior fiscal
         quarter) that is not subject to a Lien in favor of the Administrative
         Agent and a description of each such real property that would be
         required to be covered by a Mortgage pursuant to Section 6.10(b);

                  (c) as soon as available, and in any event no later than 45
         days after the end of each fiscal year of the Borrower, a detailed
         consolidated budget for the following fiscal year (including a
         projected consolidated balance sheet of the Borrower and its
         Subsidiaries as of the end of the following fiscal year, the related
         consolidated statements of projected cash flow, projected changes in
         financial position and projected income and a description of the
         underlying assumptions applicable thereto);

                  (d) to the extent not included in the Borrower's annual and
         quarterly financial statements furnished pursuant to Sections 6.1(a)
         and (b) or in reports filed with the SEC containing such financial
         statements, within 90 days after the end of each fiscal year of the
         Borrower and within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Borrower, a narrative
         discussion and analysis of the financial condition and results of
         operations of the Borrower 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;

                  (e) within five days after the same are sent, copies of all
         financial statements and reports that Holdings or the Borrower sends to
         the holders of any class of its debt securities or public equity
         securities and, within five days after the same are filed, copies of
         all financial statements and reports that Holdings or the Borrower may
         make to, or file with, the SEC;

                  (f) promptly, such additional financial and other information
as any Lender may from time to time reasonably request; and

                  (g) any accountant's management letters received by any Group
Member.

                  6.3   Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, except (a) where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the relevant Group Member and (b) to the extent that
failure to pay, discharge or otherwise satisfy such obligations could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.

                  6.4   Maintenance of Existence; Compliance. (a) (i) Preserve,
renew and keep in full force and effect its organizational existence and (ii)
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each

<PAGE>

case, as otherwise permitted by Section 7.4 and except, in the case of clause
(ii) above, to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect; and (b) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  6.5   Maintenance of Property; Insurance. (a) Keep all
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted, (b) if requested by either
Co-Syndication Agent, maintain with financially sound and reputable insurance
companies key life insurance on certain officers of the Borrower and (c)
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business. All such insurance shall
(i) provide that no cancellation, material reduction in amount or material
change in coverage thereof shall be effective until at least 30 days after
receipt by the Administrative Agent of written notice thereof, (ii) name the
Administrative Agent as insured party or loss payee, and (iii) be reasonably
satisfactory in all other respects to the Administrative Agent. The Borrower
shall deliver to the Administrative Agent and the Lenders a report of a
reputable insurance broker with respect to such insurance substantially
concurrently with each delivery of the Borrower's financial statements referred
to in Section 6.1(a) and such supplemental reports with respect thereto as the
Administrative Agent may from time to time reasonably request.

                  6.6   Inspection of Property; Books and Records; Discussions.
(a) Keep proper books of records and account in which full, true and correct
entries in all material respects and all Requirements of Law shall be made of
all dealings and transactions in relation to its business and activities and (b)
upon reasonable prior notice, permit representatives of any Lender to visit and
inspect any of its properties and examine and make abstracts from any of its
books and records at any reasonable time and as often as may reasonably be
desired (so long as such visits and inspections do not disrupt the business and
operations of the Group Members) and to discuss the business, operations,
properties and financial and other condition of the Group Members with officers
and senior management of the Group Members and with their independent certified
public accountants (and the Borrower shall be provided the opportunity to
participate in any discussions with such independent certified public
accountants).

                  6.7   Notices. Promptly give notice to the Administrative
Agent and each Lender of:

                  (a) the occurrence of (i) any Event of Default or (ii)any
         Default of which any Responsible Officer has actual knowledge or, in
         the course of the duties and responsibilities of such Responsible
         Officer, should reasonably be expected to have knowledge;

                  (b) any (i) default or event of default under any Contractual
         Obligation of any Group Member or (ii) litigation, investigation or
         proceeding that may exist at any time between any Group Member and any
         Governmental Authority, that in either case, could reasonably be
         expected to have a Material Adverse Effect;

                  (c) any litigation or proceeding affecting any Group Member
         (i) in which the amount involved is $1,000,000 or more and not covered
         by insurance or not indemnified pursuant to the Acquisition
         Documentation (or, if covered by insurance or so indemnified, with
         respect to which the relevant insurer or indemnifier has denied
         coverage or liability), (ii) in which injunctive or similar relief is
         sought or (iii) which relates to any Loan Document;

                  (d) the following events, as soon as possible after a
         Responsible Officer knows or has reason to know thereof: (i) the
         occurrence of any Reportable Event with respect to any Plan, a

<PAGE>

         failure to make any required contribution to a Plan, the creation of
         any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
         termination, Reorganization or Insolvency of, any Multiemployer Plan,
         (ii) the occurrence of any administrative investigation, audit or other
         proceeding (including any amnesty proceeding) by or before the
         Department of Labor, the PBGC, the Internal Revenue Service or any
         other Governmental Authority in respect of (A) any Benefit Arrangement
         as a result of the consummation of the transactions contemplated by the
         Acquisition Agreement or the Acquisition Documentation, whether alone
         or in conjunction with other events, or (B) any Plan, or (iii) the
         institution of proceedings or the taking of any other action by the
         PBGC or the Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         termination, Reorganization or Insolvency of, any Plan; and

                  (e) any development or event that has had or could reasonably
         be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

                  6.8      Environmental Laws. (a) Comply in all material
respects with, and make reasonable efforts to, ensure compliance in all material
respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws, except for any such non-compliance that could not reasonably
be expected to have a Material Adverse Effect and obtain and comply in all
material respects with and maintain, and make reasonable efforts to ensure that
all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except for any such failure to
obtain, comply or maintain that could not reasonably have a Material Adverse
Effect.

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions to the extent required
under Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws.

                  6.9      Interest Rate Protection. In the case of the
Borrower, within 60 days after the Closing Date, enter into, and thereafter
maintain, Swap Agreements to the extent necessary to provide that at least 50%
of the aggregate principal amount of the Senior Subordinated Notes and the
Floating Term Loan Exposure is subject to either a fixed interest rate or
interest rate protection for a period of not less than three years or such
shorter period as is otherwise reasonably satisfactory to the Administrative
Agent.

                  6.10     Additional Collateral, etc. (a) With respect to any
property acquired after the Closing Date by any Group Member (other than (x) any
property described in paragraph (b), (c) or (d) below, (y) any property that
would not constitute Collateral under the terms of the Guarantee and Collateral
Agreement and (z) property acquired by any Excluded Foreign Subsidiary) as to
which the Administrative Agent, for the benefit of the Lenders, does not have a
perfected Lien, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent reasonably deems necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a security
interest in such property and (ii) take all actions necessary or reasonably
advisable to grant to the Administrative Agent, for the benefit of the Lenders,
a perfected first priority security interest in such property, including the
filing of Uniform Commercial Code financing statements in such jurisdictions or
filings with the U.S. Patent and

<PAGE>

Trademark Office or the U.S. Copyright Office as may be required by the
Guarantee and Collateral Agreement or by law or as may be reasonably requested
by the Administrative Agent.

                  (b) With respect to any fee interest in any real property
acquired after the Closing Date by any Group Member (other than (x) any such
real property subject to a Lien expressly permitted by Section 7.3(g) or (l) or
by Section 7.3(o) (in each case, to the extent that the terms of any such Lien
does not permit the Administrative Agent to obtain a Lien or a second priority
Lien on such property) and, in the case of Liens permitted by Section 7.3(o), to
the extent such Lien is of the same type as permitted by Section 7.3(g)) and (y)
real property acquired by any Excluded Foreign Subsidiary), (i) execute and
deliver a first priority Mortgage, in favor of the Administrative Agent, for the
benefit of the Lenders, covering such real property, and (ii) if requested by
the Administrative Agent, provide the Lenders with (x) title and extended
coverage insurance covering such real property in an amount at least equal to
the purchase price of such real property (or such other amount as shall be
reasonably specified by the Administrative Agent), each of the foregoing in form
and substance reasonably satisfactory to the Administrative Agent; provided,
however, that the Borrower shall not be required to comply with the requirements
of this clause (b) with respect to such real property unless the aggregate value
of the fee interests of all real property acquired by all Group Members after
the Closing Date that is subject to the requirements of this clause (b) and not
encumbered by a Mortgage shall, after giving effect to the acquisition of such
real property, exceed $1,000,000, in which case, the Borrower shall, promptly
following delivery of the certificate required pursuant to Section 6.2(b) with
respect to the fiscal quarter in which such real property was acquired, comply
with the requirements of this paragraph (b) with respect to all real property
owned by any Group Member and not encumbered by a Mortgage at such time.

                  (c) With respect to any new Subsidiary (other than an Excluded
Foreign Subsidiary) created or acquired after the Closing Date by any Group
Member (which, for the purposes of this paragraph (c), shall include any
existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly
(i) execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral Agreement as the Administrative Agent deems necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a perfected first priority security interest in the Capital Stock of
such new Subsidiary that is owned by any Group Member, (ii) deliver to the
Administrative Agent the certificates (if any) representing such Capital Stock,
together with (if applicable) undated stock powers, in blank, executed and
delivered by a duly authorized officer of the relevant Group Member, (iii) cause
such new Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement, (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Lenders a perfected first priority
security interest in the Collateral described in the Guarantee and Collateral
Agreement with respect to such new Subsidiary, including the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement or by law or as may be requested by the
Administrative Agent and (C) to deliver to the Administrative Agent a
certificate of such Subsidiary, substantially in the form of Exhibit C, with
appropriate insertions and attachments, (iv) if reasonably requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent, and (v) deliver an updated Schedule 4.15 to the Administrative Agent.

                  (d) With respect to any new Excluded Foreign Subsidiary
created or acquired after the Closing Date by any Group Member (other than by
any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute
and deliver to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement as the Administrative Agent deems necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest in the Capital Stock of such new Subsidiary
that is owned by any such Group Member (provided that in no event shall more
than 66% of the total outstanding voting Capital Stock of any such new
Subsidiary be

<PAGE>

required to be so pledged), (ii) deliver to the Administrative Agent the
certificates (if any) representing such Capital Stock, together with (if
applicable) undated stock powers, in blank, executed and delivered by a duly
authorized officer of the relevant Group Member, and take such other action as
may be necessary or, in the reasonable opinion of the Administrative Agent,
desirable to perfect the Administrative Agent's security interest therein, (iii)
if reasonably requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent, and (iv) deliver an updated Schedule
4.15 to the Administrative Agent.

                  (e) Notwithstanding any of the foregoing provisions, the
Administrative Agent may, in its sole discretion, waive the requirements of
paragraphs (a) through (d) of this Section 6.10 with respect to any property
acquired after the Closing Date by any Group Member if the Administrative Agent
determines that the costs of obtaining a security interest in such property are
excessive in relation to the value of such property.

                  6.11     Matters Relating to Collateral. (a) Promptly
following (but in any event no later than 10 Business Days after the occurrence
thereof) the date upon which any Loan Party changes its jurisdiction of
organization or changes its name, notify the Administrative Agent of such change
and deliver to the Administrative Agent all additional executed financing
statements and other documents reasonably requested by the Administrative Agent
to maintain the validity, perfection and priority of the security interests
provided for herein.

                  (b) Promptly deliver to the Administrative Agent a copy of
each material demand, notice or document received by any Loan Party that
questions or calls into doubt the validity or enforceability of more than the
greater of (i) $1,000,000 in net amount of outstanding Receivables and (ii) 10%
of the aggregate net amount of the then outstanding Receivables.

                  (c) Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, each Loan Party shall
not (i) grant any extension of the time of payment of any Receivable, (ii)
compromise or settle any Receivable for less than the full amount thereof, (iii)
release, wholly or partially, any Person liable for the payment of any
Receivable, (iv) allow any credit or discount whatsoever on any Receivable or
(v) amend, supplement or modify any Receivable in any manner that could
adversely affect the value thereof.

                  (d) Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, each Loan Party
(either itself or through licensees) will (i) continue to use each Trademark on
each and every trademark class of goods applicable to its current line as
reflected in its current catalogs, brochures and price lists in order to
maintain such Trademark in full force free from any claim of abandonment for
non-use, (ii) maintain as in the past the quality of products and services
offered under such Trademark, (iii) use such Trademark with the appropriate
notice of registration and all other notices and legends required by applicable
Requirements of Law, (iv) not adopt or use any mark which is confusingly similar
or a colorable imitation of such Trademark unless the Administrative Agent, for
the ratable benefit of the Lenders, shall obtain a perfected security interest
in such mark pursuant to this Agreement, and (v) not (and not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby such Trademark may become invalidated or impaired in any way.

                  (e) Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, each Loan Party
(either itself or through licensees) will not do any act, or omit to do any act,
whereby any Patent may become forfeited, abandoned or dedicated to the public.

<PAGE>

                  (f) Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, each Loan Party
(either itself or through licensees) (i) will employ each Copyright and (ii)
will not (and will not permit any licensee or sublicensee thereof to) do any act
or knowingly omit to do any act whereby any portion of the Copyrights may become
invalidated or otherwise impaired. No Loan Party will (either itself or through
licensees) do any act whereby any material portion of the Copyrights may fall
into the public domain.

                  (g) Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, each Loan Party
(either itself or through licensees) will not do any act that knowingly uses a
material Intellectual Property to infringe the Intellectual Property rights of a
third party.

                  (h) Each Loan Party will notify the Administrative Agent and
the Lenders immediately if it knows, or has reason to know, that any application
or registration relating to any Intellectual Property may become abandoned or
dedicated to the public, or of any adverse determination or development
(including, without limitation, the institution of, or any such determination or
development in any proceeding in the United States Patent and Trademark Office,
U.S. Copyright Office or any court or tribunal in any country) regarding such
Loan Party's ownership of, or validity of, any Intellectual Property or such
Loan Party's right to register the same or to own and maintain the same, in each
case, to the extent that any of the foregoing could reasonably be expected to
have Material Adverse Effect.

                  (i) Whenever any Loan Party, either by itself or through any
agent, employee, licensee or designee, shall file an application for the
registration of any material Intellectual Property with the United States Patent
and Trademark Office, the United States Copyright Office or similar office or
agency in any other country or any political subdivision thereof, such Loan
Party shall report such filing to the Administrative Agent concurrently with the
Compliance Certificate required to be delivered pursuant to Section 6.2(b)(ii)
with respect to the fiscal quarter in which such filing occurs. Such Loan Party
shall execute and deliver, and have recorded, any and all agreements,
instruments, documents, and papers as the Administrative Agent may reasonably
request to evidence the Administrative Agent's and the Lenders' security
interest in any Copyright, Patent or Trademark and the goodwill and general
intangibles of such Loan Party relating thereto or represented thereby.

                  (j) Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, each Loan Party will
take all reasonable and necessary steps, including, without limitation, in any
proceeding before the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency in any other country or
any political subdivision thereof, to maintain and pursue each application (and
to obtain the relevant registration) and to maintain each registration of the
Intellectual Property, including, without limitation, filing of applications for
renewal, affidavits of use and affidavits of incontestability.

                  (k) In the event that any Intellectual Property of material
economic value is infringed, misappropriated or diluted by a third party, each
Loan Party shall (i) take such actions as such Loan Party shall reasonably deem
appropriate under the circumstances to protect such Intellectual Property and
(ii) promptly notify the Administrative Agent and the Lenders after it learns
thereof.

                  (l) In connection with entering into any lease of real
property or any renewal of an existing lease of real property, use commercially
reasonable efforts to cause the lessor of such property to execute a Landlord
Waiver and promptly deliver such Landlord Waiver to the Administrative Agent, to
the extent that the inventory or other personal property located, or to be
located, at such real property is of material value, as determined in the good
faith judgment of the Borrower.

<PAGE>

                        SECTION 7.  NEGATIVE COVENANTS

                  From and after the Closing Date, Holdings and the Borrower
hereby jointly and severally agree that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount
(other than any contingent or unliquidated obligations or liabilities) is owing
to any Lender or the Administrative Agent hereunder, each of Holdings and the
Borrower shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:

                  7.1      Financial Condition Covenants

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to
exceed the ratio set forth below opposite such fiscal quarter:
<PAGE>

<TABLE>
<CAPTION>
                                                 Consolidated
  Fiscal Quarter Ending                         Leverage Ratio
  ---------------------                         --------------
<S>                                             <C>
------------------------------------------------------------------------------
December 31, 2002                                    5.90
------------------------------------------------------------------------------
March 31, 2003                                       5.90
------------------------------------------------------------------------------
June 30, 2003                                        5.90
------------------------------------------------------------------------------
September 30, 2003                                   5.90
------------------------------------------------------------------------------
December 31, 2003                                    5.75
------------------------------------------------------------------------------
March 31, 2004                                       5.75
------------------------------------------------------------------------------
June 30, 2004                                        5.75
------------------------------------------------------------------------------
September 30, 2004                                   5.75
------------------------------------------------------------------------------
December 31, 2004                                    5.00
------------------------------------------------------------------------------
March 31, 2005                                       5.00
------------------------------------------------------------------------------
June 30, 2005                                        5.00
------------------------------------------------------------------------------
September 30, 2005                                   5.00
------------------------------------------------------------------------------
December 31, 2005                                    4.75
------------------------------------------------------------------------------
March 31, 2006                                       4.75
------------------------------------------------------------------------------
June 30, 2006                                        4.75
------------------------------------------------------------------------------
September 30, 2006                                   4.75
------------------------------------------------------------------------------
December 31, 2006                                    4.50
------------------------------------------------------------------------------
March 31, 2007                                       4.50
------------------------------------------------------------------------------
June 30, 2007                                        4.50
------------------------------------------------------------------------------
September 30, 2007                                   4.50
------------------------------------------------------------------------------
December 31, 2007                                    4.25
------------------------------------------------------------------------------
March 31, 2008                                       4.25
------------------------------------------------------------------------------
June 30, 2008                                        4.25
------------------------------------------------------------------------------
September 30, 2008                                   4.25
------------------------------------------------------------------------------
December 31, 2008                                    4.00
------------------------------------------------------------------------------
March 31, 2009                                       4.00
------------------------------------------------------------------------------
June 30, 2009                                        4.00
------------------------------------------------------------------------------
September 30, 2009                                   4.00
------------------------------------------------------------------------------
</TABLE>

; provided that for the purposes of determining the ratio described above for
any period that includes any of the fiscal quarters ending March 31, 2002, June
30, 2002 or September 30, 2002 or the portion of the fiscal quarter ending
December 31, 2002 that ends with the Closing Date, Consolidated EBITDA for each
such fiscal quarter or such portion shall be deemed to be Consolidated EBITDA
for Distribution for such fiscal quarter or such portion and shall be calculated
as if Distribution is "the Borrower" for the purposes of all definitions
applicable to such calculation.

                  (b) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to be
less than the ratio set forth below opposite such fiscal quarter:

<PAGE>

<TABLE>
<CAPTION>
                                                 Consolidated
  Fiscal Quarter Ending                     Interest Coverage Ratio
  ---------------------                     -----------------------
<S>                                         <C>
------------------------------------------------------------------------------
December 31, 2002                                    2.00
------------------------------------------------------------------------------
March 31, 2003                                       2.00
------------------------------------------------------------------------------
June 30, 2003                                        2.00
------------------------------------------------------------------------------
September 30, 2003                                   2.00
------------------------------------------------------------------------------
December 31, 2003                                    2.00
------------------------------------------------------------------------------
March 31, 2004                                       2.00
------------------------------------------------------------------------------
June 30, 2004                                        2.00
------------------------------------------------------------------------------
September 30, 2004                                   2.00
------------------------------------------------------------------------------
December 31, 2004                                    2.15
------------------------------------------------------------------------------
March 31, 2005                                       2.15
------------------------------------------------------------------------------
June 30, 2005                                        2.15
------------------------------------------------------------------------------
September 30, 2005                                   2.15
------------------------------------------------------------------------------
December 31, 2005                                    2.25
------------------------------------------------------------------------------
March 31, 2006                                       2.25
------------------------------------------------------------------------------
June 30, 2006                                        2.25
------------------------------------------------------------------------------
September 30, 2006                                   2.25
------------------------------------------------------------------------------
December 31, 2006                                    2.35
------------------------------------------------------------------------------
March 31, 2007                                       2.35
------------------------------------------------------------------------------
June 30, 2007                                        2.35
------------------------------------------------------------------------------
September 30, 2007                                   2.35
------------------------------------------------------------------------------
December 31, 2007                                    2.50
------------------------------------------------------------------------------
March 31, 2008                                       2.50
------------------------------------------------------------------------------
June 30, 2008                                        2.50
------------------------------------------------------------------------------
September 30, 2008                                   2.50
------------------------------------------------------------------------------
December 31, 2008                                    2.50
------------------------------------------------------------------------------
March 31, 2009                                       2.50
------------------------------------------------------------------------------
June 30, 2009                                        2.50
------------------------------------------------------------------------------
September 30, 2009                                   2.50
------------------------------------------------------------------------------
</TABLE>

; provided that for the purposes of determining the ratio described above for
any period that includes any of the fiscal quarters ending March 31, 2002, June
30, 2002 or September 30, 2002 or the portion of the fiscal quarter ending
December 31, 2002 that ends with the Closing Date, (x) Consolidated EBITDA for
each such fiscal quarter or such portion shall be deemed to be Consolidated
EBITDA for Distribution for such fiscal quarter or such portion and shall be
calculated as if Distribution is "the Borrower" for the purposes of all
definitions applicable to such calculation and (y) Consolidated Interest Expense
shall be annualized for such period based on the number of days in such period
occurring on and after the Closing Date.

                  7.2      Indebtedness. Create, issue, incur, assume, become
liable in respect of or suffer to exist any Indebtedness, except:

                  (a) Indebtedness of any Loan Party pursuant to any Loan
         Document;

                  (b) Indebtedness of (i) Holdings to the Borrower to the extent
         such Investment is permitted under Section 7.8(g), (ii) the Borrower to
         any Subsidiary and of any Subsidiary Guarantor to the Borrower or any
         other Subsidiary and (iii) any Excluded Foreign Subsidiary to any Group
         Member to the extent such Investment is permitted under Section 7.8;

<PAGE>

                  (c) Guarantee Obligations in respect of Indebtedness permitted
         hereunder; provided that if such Indebtedness is incurred pursuant to
         Section 7.2(f) or (g), such Guarantee Obligations are subordinated to
         payment of the Obligations (or to a guarantee under the Guarantee and
         Collateral Agreement, as the case may be) to the same extent as the
         direct obligations in respect of such Indebtedness;

                  (d) Indebtedness outstanding on the date hereof and listed on
         Schedule 7.2(d) and any refinancings, refundings, renewals or
         extensions thereof (without increasing, or shortening the maturity of,
         the principal amount thereof);

                  (e) Indebtedness of the Borrower or any Subsidiary Guarantor
         incurred to finance the acquisition, construction, development,
         maintenance, upgrade or improvement of any fixed or capital assets of
         any Group Member (including, without limitation, Capital Lease
         Obligations), which may be secured by Liens permitted by Section
         7.3(g), in an aggregate principal amount not to exceed $10,000,000 at
         any one time outstanding;

                  (f) (i) Indebtedness of the Borrower in respect of the Senior
         Subordinated Notes in an aggregate principal amount not to exceed
         $200,000,000 and (ii) Guarantee Obligations of any Subsidiary Guarantor
         in respect of such Indebtedness, provided that such Guarantee
         Obligations are subordinated to the same extent as the obligations of
         the Borrower in respect of the Senior Subordinated Notes;

                  (g) additional subordinated Indebtedness of the Borrower that
         (i) is expressly subordinated to the prior payment in full in cash of
         the Obligations on terms no less favorable to the Lenders than the
         Senior Subordinated Notes, (ii) has a final maturity date at least 180
         days after the Final Maturity Date at the time such indebtedness is
         incurred and has no scheduled payments of principal thereon prior to
         such Final Maturity Date, (iii) does not require prepayments or
         mandatory redemptions in a manner more extensive than the Senior
         Subordinated Notes, (iv) is not subject to covenants, events of default
         or remedies less favorable to the Borrower than the Senior Subordinated
         Notes, in each case with appropriate regard for then current market
         conventions; provided that (x) unless such subordinated Indebtedness is
         in the form of Junior Capital, no Default or Event of Default shall
         have occurred and be continuing before and after giving effect to the
         incurrence of such Indebtedness and (y) after giving effect to the
         incurrence thereof, the Borrower would be in proforma compliance with
         the covenants set forth in Section 7.1 as if the incurrence of such
         Indebtedness and the use of the proceeds thereof had occurred on the
         first day of the most recent four consecutive fiscal quarters of the
         Borrower for which financial statements have been delivered pursuant to
         Section 6.1 (as demonstrated by delivery to the Administrative Agent of
         a certificate of a Responsible Officer to such effect showing such
         calculation in reasonable detail, prior to or concurrently with the
         incurrence of such Indebtedness);

                  (h) Indebtedness arising from agreements of the Borrower or
         any Subsidiary providing for indemnification, adjustment of purchase
         price or similar obligations incurred or assumed in connection with the
         Acquisition, any Permitted Acquisition or any Disposition permitted
         under Section 7.5;

                  (i) Indebtedness of any Person that becomes a Subsidiary in
         connection with a Permitted Acquisition after the Closing Date and any
         refinancings, refundings, renewals or extensions thereof (without
         increasing the principal amount thereof) in an aggregate principal
         amount not to exceed $15,000,000 at any one time outstanding; provided
         that such Indebtedness exists at the

<PAGE>

         time such Person becomes a Subsidiary and is not created in
         contemplation of or in connection with such Person becoming a
         Subsidiary Guarantor;

                  (j) Indebtedness of any Excluded Foreign Subsidiary that is
         non-recourse to any Loan Party in an aggregate principal amount not to
         exceed $5,000,000 at any one time outstanding; and

                  (k) additional Indebtedness of the Borrower or any Subsidiary
         in an aggregate principal amount (for the Borrower and all such
         Subsidiaries) not to exceed $15,000,000 at any one time outstanding.

                  7.3      Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, whether now owned or hereafter acquired, except:

                  (a) Liens for taxes and other charges of a Governmental
Authority not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained
on the books of the Borrower or its Subsidiaries, as the case may be, in
conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, landlord's or other like Liens arising in the ordinary course of
business that are not overdue for a period of more than 90 days or that are
being contested in good faith by appropriate proceedings or for which a
sufficient bond has been posted;

                  (c) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation in
the ordinary course of business;

                  (d) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations and arrangements of a
like nature incurred in the ordinary course of business;

                  (e) (i) easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business that, in the
aggregate, do not materially interfere with the ordinary conduct of the business
of the Borrower or any of its Subsidiaries and (ii) Liens disclosed on any
Lender's title policy in respect of a Mortgaged Property;

                  (f) Liens in existence on the date hereof listed on Schedule
7.3(f), provided that no such Lien is spread to cover any additional property
after the Closing Date (except assets financed by the same financing source) and
that the amount of Indebtedness or other obligations secured thereby is not
increased (except as relating to assets financed by the same financing source);

                  (g) Liens securing Indebtedness of the Borrower or any other
Subsidiary incurred pursuant to Section 7.2(e), provided that (i) such Liens
shall be created not later than 180 days following the acquisition,
construction, development, maintenance, upgrade or improvement of fixed or
capital assets financed with such Indebtedness, (ii) such Liens do not at any
time encumber any assets other than the assets financed by such Indebtedness
(except assets financed by the same financing source) and (iii) the amount of
Indebtedness secured thereby is not increased (except as relating to assets
financed by the same financing source);

                  (h) Liens created pursuant to the Security Documents;

<PAGE>

                  (i) any interest or title of a lessor under any lease entered
into by the Borrower or any other Subsidiary in the ordinary course of its
business and covering only the assets so leased;

                  (j) Liens in respect of judgments that do not constitute an
Event of Default under Section 8(h);

                  (k) Liens of a collection bank arising in the ordinary course
of business under Section 4-208 of the Uniform Commercial Code in effect in the
relevant jurisdiction;

                  (l) any Lien existing on any asset prior to the acquisition
thereof by the Borrower or any Subsidiary or on any asset of any Person that
becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation of, or in connection with, such acquisition or such Person
becoming a Subsidiary Guarantor and (ii) such Liens shall not apply to any other
assets (except as relating to assets financed by the same financing source);

                  (m) any Lien in favor of a Loan Party;

                  (n) Liens on property of Excluded Foreign Subsidiaries
securing Indebtedness of such Excluded Foreign Subsidiaries permitted under
Section 7.2(j); and

                  (o) Liens not otherwise permitted by this Section so long as
neither (i) the aggregate outstanding principal amount of the obligations
secured thereby nor (ii) the aggregate fair market value (determined as of the
date such Lien is incurred) of the assets subject thereto exceeds (as to the
Borrower and all Subsidiary Guarantors) $15,000,000 at any one time outstanding.

                  7.4      Fundamental Changes. Enter into any merger,
consolidation, amalgamation, or liquidate, wind up or dissolve itself (or suffer
any liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

                  (a) any Subsidiary of the Borrower may be merged, consolidated
         amalgamated, or liquidated with or into the Borrower (provided that the
         Borrower shall be the continuing or surviving Person) or with or into
         any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall
         be the continuing or surviving Person);

                  (b) any Subsidiary of the Borrower may Dispose of any or all
         of its assets (i) to the Borrower or any Subsidiary Guarantor (upon
         voluntary liquidation or otherwise) or (ii) pursuant to a Disposition
         permitted by Section 7.5;

                  (c) the Borrower may Dispose of any but not all of its assets
         to any Subsidiary Guarantor;

                  (d) any Investment expressly permitted by Section 7.8 may be
         structured as a merger, consolidation or amalgamation; and

                  (e) any such merger, consolidation, amalgamation, liquidation,
         winding up, Dissolution or Disposition by or among any Foreign
         Subsidiaries.

                  7.5      Disposition of Property. Dispose of any of its
property, whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any
Person, except:

<PAGE>

                  (a) the Disposition of (i) obsolete or worn out property in
the ordinary course of business or which the Borrower determines in good faith
is uneconomic or no longer useful to the conduct of its business, (ii) the HDPE
Disposition, (iii) assets subject to a Recovery Event, (iv) accounts receivable
in connection with the compromise, settlement or collection thereof, (v) within
twelve months after the consummation of a Permitted Acquisition, assets acquired
in connection with such Permitted Acquisition so long as the Borrower applies
the Net Cash Proceeds of such Disposition to repay any outstanding Term Loans
pursuant to Section 2.11(c) and (vi) property of Excluded Foreign Subsidiaries;

                  (b) the sale of inventory in the ordinary course of business;

                  (c) Dispositions permitted by clause (i) of Section 7.4(b) or
by Section 7.4(c), Section 7.4(e) and Section 7.11;

                  (d) the sale or issuance of (i) any Subsidiary's Capital Stock
to the Borrower or any Subsidiary Guarantor, (ii) Capital Stock of Holdings to
any Person and (iii) Capital Stock of the Borrower in connection with an initial
public offering of such Capital Stock;

                  (e) Dispositions of Investments permitted by clauses (b), (i),
(j), (k) and (l) of Section 7.8; and

                  (f) the Disposition of other property having a fair market
value not to exceed $2,500,000 in the aggregate for any fiscal year of the
Borrower.

                  7.6      Restricted Payments. Declare or pay any dividend
(other than dividends payable solely in shares of Qualified Capital Stock or
equivalent equity interests) on, or make any payment or distribution on account
of, or set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any Capital Stock of
any Group Member, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of any Group Member (collectively, "Restricted
Payments"), except that:

                  (a) any Subsidiary may make Restricted Payments, directly or
indirectly, to the Borrower or any Subsidiary Guarantor or pursuant to any
Requirement of Law, and any Excluded Foreign Subsidiary may make Restricted
Payments, directly or indirectly, to any other Excluded Foreign Subsidiary;

                  (b) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, the Borrower may pay
dividends or make distributions to Holdings to permit Holdings to, and Holdings
may (i) purchase Holdings' Capital Stock or options in respect of Qualified
Capital Stock from present or former officers, employees directors or
consultants of any Group Member upon the death, disability or termination of
employment of such officer, employee, director or consultant, provided, that the
aggregate amount of payments under this clause (i) after the date hereof (net of
any proceeds received by Holdings and contributed to the Borrower after the date
hereof in connection with resales of any Capital Stock or options so purchased)
shall not exceed $2,500,000 in any fiscal year plus the amount thereof not used
in the immediately prior fiscal year (with the amounts so expended being deemed
made, first, in respect of amounts permitted for such fiscal year as provided
above and, second, in respect of amounts carried over from the prior fiscal
year) unless such payment is financed with Junior Capital Proceeds within six
months of the receipt thereof, (ii) so long as the termination fee described in
clause (iii) below has not been paid, pay management fees in connection with
transactions described on Schedule 7.10 in an amount not to exceed $1,000,000 in
any fiscal year, (iii) in connection with the initial public offering of
Holdings or the Borrower, pay the termination fee described in the Management

<PAGE>

Agreement described on Schedule 7.10 in an amount not to exceed $10,000,000 at
the time such payment is made, discounted as provided in such Management
Agreement, and (iv) make the payments and pay the indemnities, reimbursements
and fees described in paragraph 1 of Schedule 7.10; provided that any payment
permitted under the foregoing clauses (ii), (iii) and (iv) may be made directly
by the Borrower.

                  (c) the Borrower may pay dividends to Holdings to permit
Holdings to, and Holdings may, (i) pay corporate overhead expenses (including
professional fees and expenses ) incurred in the ordinary course of business not
to exceed $1,000,000 in any fiscal year and (ii) pay any taxes that are due and
payable by Holdings as part of a consolidated group that includes the Borrower;

                  (d) the Borrower or Holdings may make Restricted Payments with
Qualified Capital Stock (or equivalent equity interests), including, without
limitation, the conversion, exchange, exercise, surrender or similar transaction
of any warrants, rights or options or any similar rights in respect thereof,
provided that no Restricted Payment with Qualified Capital Stock shall be
permitted to the extent such a payment would result in a Default under Section
8(k)(iv);

                  (e) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, Holdings or the Borrower
may redeem or repurchase Permitted Investor Stock (including upon conversion to
Class A Common Stock), and any warrants, rights, options or any similar rights
in respect thereof, to the extent such redemption or repurchase is made with the
net cash proceeds of the sale or issuance of any Qualified Capital Stock of
Holdings or the Borrower to the extent not required to prepay the Loans pursuant
to Section 2.11(b); and

                  (f) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, the Borrower may pay
dividends to Holdings to permit Holdings to, and Holdings may, purchase
Holdings' Capital Stock, options or similar rights from present or former
directors, officers, employees or consultants of any Group Member upon the death
of such director, officer, employee or consultant from the proceeds of any
"key-man" life insurance policies with respect to such person received by the
Borrower or Holdings.

                  7.7      Capital Expenditures. Make or commit to make any
Capital Expenditure in any fiscal year of the Borrower, except Capital
Expenditures of the Borrower and its Subsidiaries in the ordinary course of
business not exceeding in any fiscal year the sum of $5,000,000 plus an amount
equal to the Additional Net Sales for such fiscal year; provided, that (a) any
such amount referred to above, if not so expended in the fiscal year for which
it is permitted, may be carried over for expenditure in the next succeeding
fiscal year only, (b) Capital Expenditures made pursuant to this Section during
any fiscal year shall be deemed made, first, in respect of amounts carried over
from the prior fiscal year pursuant to clause (a) above and, second, in respect
of amounts permitted for such fiscal year as set forth above, and (c) any
Capital Expenditure financed with Junior Capital Proceeds received by the
Borrower within six months of the receipt thereof and the making of such Capital
Expenditure shall not be subject to, or applied against, the limitations set
forth in this Section 7.7.

                  7.8      Investments. Make any advance, loan, extension of
credit (by way of guaranty or otherwise) or capital contribution to, or purchase
any Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting a business unit of, or make any other investment in, any
Person (all of the foregoing, "Investments"), except:

                  (a) extensions of trade credit in the ordinary course of

business;

                  (b) investments in Cash Equivalents;

<PAGE>

                  (c) Guarantee Obligations permitted by Section 7.2 and
otherwise in respect of any other obligations of any Group Member not prohibited
hereunder;

                  (d) loans and advances to employees of any Group Member made
after the Closing Date in the ordinary course of business (including for travel,
entertainment and relocation expenses) in an aggregate amount for all Group
Members not to exceed $2,000,000 at any time outstanding;

                  (e) the Acquisition;

                  (f) Investments in non-working capital assets useful in the
business of the Borrower and its Subsidiaries made by the Borrower or any of its
Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

                  (g) intercompany Investments by (i) any Group Member in the
Borrower or any other Person that, prior to such investment, is a Subsidiary
Guarantor or that becomes a Subsidiary Guarantor concurrently with such
Investment in accordance with Section 6.10 (but is not in connection with the
acquisition of a Person that is not a Group Member prior to such Investment) and
(ii) by the Borrower, in Holdings to permit Holdings to make any payments
permitted by Section 7.6;

                  (h) the Borrower and any Subsidiary may make Permitted
Acquisitions, and may create and make Investments in Subsidiaries to own,
directly or indirectly, the property acquired thereby; provided that (i) any
acquisition of Capital Stock results in the issuer thereof becoming a
Subsidiary, (ii) any Domestic Subsidiary created or acquired in connection
therewith shall become a Subsidiary Guarantor and the requirements of Section
6.10 shall be satisfied prior to or concurrently with (except to the extent
otherwise permitted therein) the consummation of such Permitted Acquisition,
(iii) no Permitted Acquisition shall be consummated unless, after giving effect
to such Permitted Acquisition, the Borrower and its Subsidiaries would be in pro
forma compliance with the covenants set forth in Section 7.1 as if such
Permitted Acquisition had occurred (and the related Indebtedness incurred or
assumed in connection therewith had been incurred or the related Junior Capital
Proceeds received in connection therewith had been received by the Borrower) on
the first day of the most recent four consecutive fiscal quarters of the
Borrower for which financial statements have been delivered pursuant to Section
6.1 (as demonstrated by delivery to the Administrative Agent of a certificate of
a Responsible Officer to such effect showing such calculation in reasonable
detail prior to or concurrently with consummation of such Permitted
Acquisition), (iv) no Default or Event of Default shall have occurred and be
continuing before and after giving effect to such Permitted Acquisition, (v)
each such Permitted Acquisition shall be made on a consensual (meaning, in the
case of a Person to be acquired, approved by the majority in interest of the
board of directors or analogous governing body of such Person) basis between the
Borrower or any of its Subsidiaries, as applicable, on the one hand, and the
Person or Persons being so acquired or the seller or sellers of such assets or
such business, on the other hand, and (vi) the aggregate purchase price in
connection with all Permitted Acquisitions involving the acquisition or
formation of a Foreign Subsidiary shall not exceed $5,000,000, provided, that
such limitation shall not apply if such Foreign Subsidiary becomes a Subsidiary
Guarantor;

                  (i) Investments of any Person existing at the time such Person
becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower
or any of its Subsidiaries (including, without limitation, in connection with a
Permitted Acquisition) so long as such Investments were not made in
contemplation of such Person becoming a Subsidiary or of such merger;

                  (j) Investments received in connection with (i) the
bankruptcy, insolvency or reorganization of suppliers and customers, (ii) in
settlement of delinquent obligations of, and other disputes with, or judgments
against customers and suppliers arising in the ordinary course of business and

<PAGE>

(iii) the Disposition of assets permitted under Section 7.5(a) (other than
clause (iii) thereof) or Section 7.5(f); provided that the consideration for any
such Disposition (other than pursuant to clause (i) or (ii) of Section 7.5(a))
shall consist of at least 75% cash and cash equivalents (for the purpose of this
clause (j), any assumption of Indebtedness related to the assets subject to such
Disposition shall be deemed to be cash);

                  (k) Investments (i) in receivables and other trade payables
owing to the Borrower or any of its Subsidiaries and loans and advances made to
customers and suppliers, in each case, if created, acquired or made in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms, (ii) as a result of a Lien permitted under Section
7.3(d), and (iii) Investments in respect of Swap Agreements;

                  (l) any repurchase of Senior Subordinated Notes permitted by
Section 7.9(a);

                  (m) in addition to Investments otherwise expressly permitted
by this Section, Investments by the Borrower or any of its Subsidiaries in an
aggregate amount (valued at cost net of all repayments, interest, returns,
profits, distributions, income and similar amounts realized therefrom) not to
exceed $15,000,000 outstanding at any one time; and

                  (n) in addition to Investments otherwise permitted by this
Section, any Investment by the Borrower or any of its Subsidiaries financed by
Junior Capital Proceeds received by the Borrower within six months after the
receipt thereof; provided that, in no event, shall any such Investment be used
to acquire (whether in one or a series of acquisitions) property that
constitutes assets constituting all or substantially all of a business unit or
constitutes all or substantially all of the Capital Stock of a Person.

                  7.9      Optional Payments and Modifications of Certain Debt
Instruments. (a) Make or offer to make any optional or voluntary payment,
prepayment, repurchase or redemption of or otherwise optionally or voluntarily
defease or segregate funds with respect to the Senior Subordinated Notes or any
subordinated debt incurred pursuant to Section 7.2(g) (provided that Senior
Subordinated Notes may be repurchased so long as (i) before and after giving
effect to such repurchase, no Default or Event of Default shall have occurred or
be continuing, (ii) after giving effect to such repurchase, the Consolidated
Leverage Ratio for the most recently completed four fiscal quarters of the
Borrower is not more than 4:00 to 1:00, and (iii) the aggregate principal amount
of such repurchases shall not exceed the sum of (A) $25,000,000, plus (B) the
aggregate amount of Excess Cash Flow that is not required to prepay the Term
Loans); (b) amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to, any of the terms of the
Senior Subordinated Notes or any of the terms of any subordinated debt incurred
pursuant to Section 7.2(g) (other than any such amendment, modification, waiver
or other change that (i) would extend the maturity or reduce the amount of any
payment of principal thereof or reduce the rate or extend any date for payment
of interest thereon or (ii) make the provisions thereof, in the opinion of the
Agents, less restrictive to the Borrower or its Subsidiaries and, in the case of
each of clause (i) and (ii), does not involve the payment of a consent fee in
excess of $5,000,000); (c) amend, modify, waive or otherwise change, or consent
or agree to any amendment, modification, waiver or other change to, any of the
terms of any Disqualified Capital Stock (other than any such amendment,
modification, waiver or other change that (i) would extend the scheduled
redemption date or reduce the amount of any scheduled redemption payment or
reduce the rate or extend any date for payment of dividends thereon or (ii) make
the provisions thereof, in the opinion of the Agents, less restrictive to the
Borrower or its Subsidiaries and, in the case of each of clause (i) and (ii),
does not involve the payment of a consent fee in excess of $5,000,000), or (d)
amend, modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of any Permitted
Investor Stock (other than any such amendment, modification, waiver or other
change that would not reasonably be expected to be materially adverse to the
rights and interests of

<PAGE>

the Lenders hereunder and does not involve the payment of a consent fee in
excess of $5,000,000); or (e) designate any Indebtedness (other than obligations
of the Loan Parties pursuant to the Loan Documents) as "Designated Senior Debt"
(or any other defined term having a similar purpose) for the purposes of the
Senior Subordinated Note Indenture.

                  7.10     Transactions with Affiliates. Enter into any
transaction, including any purchase, sale, lease or exchange of property, the
rendering of any service or the payment of any management, advisory or similar
fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary
Guarantor or any other Subsidiary in respect of any transactions permitted under
Section 7.8) unless such transaction is (a) otherwise permitted under this
Agreement, (b) in the ordinary course of business of the relevant Group Member,
and (c) upon fair and reasonable terms no less favorable to the relevant Group
Member than it would obtain in a comparable arm's length transaction with a
Person that is not an Affiliate; provided, that notwithstanding the foregoing,
Holdings and its Subsidiaries may (i) enter into the transactions set forth on
Schedule 7.10 hereto and (ii) enter into and consummate transactions with
JPMorgan Securities Inc., Chase Lincoln First Commercial Corp. or JPMorgan Chase
Bank in connection with (A) the Acquisition and transactions related thereto,
(B) this Agreement, including any amendment, modification, supplement,
extension, refinancing, replacement, work-out, restructuring and other
transactions related thereto, or (C) any management, financial advisory,
financing, underwriting or placement services or any other investment banking,
banking or similar services, so long as such transactions are approved by a
majority of the disinterested members of the Board of Directors of such Person.

                  7.11     Sales and Leasebacks. Enter into any arrangement with
any Person providing for the leasing by any Group Member of real or personal
property that has been or is to be sold or transferred by such Group Member to
such Person or to any other Person to whom funds have been or are to be advanced
by such Person on the security of such property or rental obligations of such
Group Member except any such transaction that (a) results in a Capital Lease
Obligation permitted under Section 7.2(e), (b) is consummated within 180 days
following the acquisition, construction, development, maintenance, upgrade or
improvement of any fixed or capital assets, or (c) involves any real property
owned as of the Closing Date so long as the Net Cash Proceeds thereof are
applied to prepay the Loans in accordance with Section 2.11(c) and, if resulting
in Capital Lease Obligations, such Capital Lease Obligations are permitted under
Section 7.2(e).

                  7.12     Swap Agreements. Enter into any Swap Agreement,
except (a) Swap Agreements entered into to hedge or mitigate risks to which the
Borrower or any Subsidiary has actual exposure (other than those in respect of
Capital Stock) and (b) Swap Agreements entered into in order to effectively cap,
collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.

                  7.13     Changes in Fiscal Periods. Permit the fiscal year of
the Borrower to end on a day other than December 31 or change the Borrower's
method of determining fiscal quarters.

                  7.14     Negative Pledge Clauses. Enter into or suffer to
exist or become effective any agreement that prohibits or limits the ability of
any Group Member to create, incur, assume or suffer to exist any Lien upon any
of its property or revenues, whether now owned or hereafter acquired, other than
(a) this Agreement and the other Loan Documents, (b) any agreements governing
(i) any purchase money Liens or Capital Lease Obligations otherwise permitted
hereby (in which case, any prohibition or limitation shall only be effective
against the assets financed thereby) and (ii) any Indebtedness permitted under
Sections 7.2(f), (g), (i) or (j), (c) any document governing any Lien permitted
under Section 7.3 so long as such restriction is limited to the assets subject
to such Lien (except as it relates to assets financed

<PAGE>

by the same financing source), (d) customary provisions in leases, licenses, and
similar arrangements in the ordinary course of business, (e) customary
provisions in agreements for the Disposition of assets pending the consummation
of such Disposition, and (f) as imposed by any Requirement of Law.

                  7.15     Clauses Restricting Subsidiary Distributions. Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of the Borrower to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the
Borrower, (b) make loans or advances to, or other Investments in, the Borrower
or any other Subsidiary of the Borrower or (c) transfer any of its assets to the
Borrower or any other Subsidiary of the Borrower, except for such encumbrances
or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents, (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary, and (iii) any restriction existing under any agreements
governing Indebtedness permitted under Section 7.2(f), (g) and (i) and (iv) any
Requirement of Law.

                  7.16     Lines of Business. Enter into any business, either
directly or through any Subsidiary, except for those businesses in which the
Borrower and its Subsidiaries are engaged on the date of this Agreement (after
giving effect to the Acquisition) or that are reasonably related, complementary
or ancillary thereto, including, without limitation, any extension or expansion
of its distribution operations to include the distribution of industrial,
electric, utility or similar products and materials.

                  7.17     Amendments to Acquisition Documents. Amend,
supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and
conditions of the Acquisition Documentation or any such other documents except
for any such amendment, supplement or modification that (i) becomes effective
after the Closing Date and (ii) could not reasonably be expected to have a
Material Adverse Effect.

                         SECTION 8.  EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) the Borrower shall fail to pay any principal of any Loan
or Reimbursement Obligation when due in accordance with the terms hereof; or the
Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation,
or any other amount payable hereunder or under any other Loan Document, within
five days after any such interest or other amount becomes due in accordance with
the terms hereof; or

                  (b) any representation or warranty made or deemed made by any
Loan Party herein or in any other Loan Document or that is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement or any such other Loan Document
shall prove to have been inaccurate in any material respect on or as of the date
made or deemed made; or

                  (c) any Loan Party shall default in the observance or
performance of any agreement contained in clause (i) or (ii) of Section 6.4(a)
(with respect to Holdings and the Borrower only), Section 6.6(b), Section
6.7(a), Section 6.11(a) or Section 7; or

                  (d) any Loan Party shall default in the observance or
performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in

<PAGE>

paragraphs (a) through (c) of this Section), and such default shall continue
unremedied for a period of 30 days after notice to the Borrower from the
Administrative Agent or the Required Lenders; or

                  (e) any Group Member shall (i) default in making any payment
of any principal of any Indebtedness (including any Guarantee Obligation of any
Group Member in respect thereof, but excluding the Loans) on the scheduled or
original due date with respect thereto beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created; or (ii) default in making any payment of any interest on any such
Indebtedness beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or (iii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to
permit the holder or beneficiary of such Indebtedness (or a trustee or agent on
behalf of such holder or beneficiary) to cause, with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity or (in
the case of any such Indebtedness constituting a Guarantee Obligation) to become
payable; provided, that a default, event or condition described in clause (i),
(ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of
Default unless, at such time, one or more defaults, events or conditions of the
type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have
occurred and be continuing with respect to Indebtedness the outstanding
principal amount of which exceeds in the aggregate $7,500,000; or

                  (f) (i) any Group Member shall commence any case, proceeding
or other action (A) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization or
relief of debtors, seeking to have an order for relief entered with respect to
it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or any Group
Member shall make a general assignment for the benefit of its creditors; or (ii)
there shall be commenced against any Group Member any case, proceeding or other
action of a nature referred to in clause (i) above that (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there
shall be commenced against any Group Member any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets that results in the
entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) any Group Member shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or

                  (g) (i) any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any
Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Lenders,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of
ERISA, (v) any Group Member or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders is likely to, incur any liability in
connection with a withdrawal from, or the

<PAGE>

Insolvency or Reorganization of, a Multiemployer Plan, (vi) the Borrower or any
Commonly Controlled Entity shall incur any tax, fine, lien, penalty or other
liability in respect of any Benefit Arrangement as a result of the consummation
of the transactions contemplated by this Agreement, the Acquisition Agreement or
the Acquisition Documentation, whether alone or in conjunction with other events
or (vii) any other event or condition shall occur or exist with respect to a
Plan; and in each case in clauses (i) through (vii) above, such event or
condition, together with all other such events or conditions, if any, could, in
the sole judgment of the Required Lenders, reasonably be expected to have a
Material Adverse Effect; or

                  (h) one or more judgments or decrees shall be entered against
any Group Member involving in the aggregate a liability (not paid or fully
covered by insurance as to which the relevant insurance company has not denied
coverage or not indemnified pursuant to the Acquisition Documentation as to
which the relevant indemnifier has not denied liability) of $7,500,000 or more,
and all such judgments or decrees shall not have been vacated, discharged,
stayed or appealed (and bonded, if required) within 30 days from the entry
thereof; or

                  (i) any of the Security Documents shall cease, for any reason,
to be in full force and effect, or any Loan Party or any Affiliate of any Loan
Party shall so assert, or any Lien created by any of the Security Documents
shall cease to be enforceable and of the same effect and priority purported to
be created thereby; or

                  (j) the guarantee contained in Section 2 of the Guarantee and
Collateral Agreement shall cease, for any reason, to be in full force and effect
or any Loan Party or any Affiliate of any Loan Party shall so assert; or

                  (k) (i) at any time prior to the initial public offering of
Holdings, the Sponsor Group, collectively, shall cease to (x) have the power to
vote or direct the voting of securities having a majority of the ordinary voting
power for the election of directors of Holdings, or (y) be the "beneficial
owner" (as defined in Rules 13(d)-3 and 13(d) -5 of the Exchange Act, directly
or indirectly, of at least 50% of the outstanding common stock of Holdings
having ordinary voting power for the election of directors of Holdings; (ii) at
any time after the initial public offering of Holdings or the Borrower, (x) the
Sponsor Group, collectively, shall cease to be the "beneficial owner" (as
defined in Rules 13(d)-3 and 13(d) -5 of the Exchange Act), directly or
indirectly, of at least 20% of the outstanding common stock of Holdings (or, if
the initial public offering is of the Borrower, the Borrower) having ordinary
voting power for the election of directors of Holdings (or the Borrower, as the
case may be) or (y) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), excluding the Sponsor Group, shall become
the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 of the Exchange
Act), directly or indirectly, of a greater amount of common stock of Holdings
(or, if the initial public offering is of the Borrower, the Borrower) having
ordinary voting power for the election of directors of Holdings (or the
Borrower, as the case may be) than the Sponsor Group, collectively, shall own
beneficially and of record; (iii) the board of directors of Holdings shall cease
to consist of a majority of Continuing Directors; (iv) except as a result of the
initial public offering of the Borrower, Holdings shall cease to own and
control, of record and beneficially, directly, 100% of each class of outstanding
Capital Stock of the Borrower free and clear of all Liens (except Liens created
by the Guarantee and Collateral Agreement); or (v) a Specified Change of Control
shall occur; or

                  (l) Holdings shall (i) conduct, transact or otherwise engage
in, or commit to conduct, transact or otherwise engage in, any business or
operations other than those (x) in connection with its ownership of the Capital
Stock of the Borrower and beneficial ownership of the other Group Members, and
(y) relating to the ownership, operations and administration of the businesses
of the Group Members, taken as a whole, including, without limitation, the
engagement of professionals, advisors and

<PAGE>

consultants, (ii) incur, create, assume or suffer to exist any Indebtedness or
other material liabilities or financial obligations, except (w) nonconsensual
obligations imposed by operation of law, (x) obligations pursuant to the Loan
Documents to which it is a party, (y) obligations (including Indebtedness and
Guarantee Obligations) permitted or contemplated for it by Section 7 and (z)
obligations with respect to its Capital Stock, or (iii) own, lease, manage or
otherwise operate any properties or assets (including cash (other than cash
received in connection with dividends made by the Borrower in accordance with
Section 7.6 pending application in the manner contemplated by said Section) and
cash equivalents) other than the ownership of shares of Capital Stock of the
Borrower or otherwise in connection with or incidental to any of the foregoing
items permitted by this clause; or

                  (m) the Senior Subordinated Notes or the guarantees thereof
shall cease, for any reason, to be validly subordinated to the Obligations or
the obligations of the Subsidiary Guarantors under the Guarantee and Collateral
Agreement, as the case may be, as provided in the Senior Subordinated Note
Indenture, or any Loan Party, the trustee in respect of the Senior Subordinated
Notes or the holders of at least 25% in aggregate principal amount of the Senior
Subordinated Notes shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents (including all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken: (i) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Revolving Commitments to be terminated forthwith, whereupon the Revolving
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower,
declare the Loans (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Borrower shall at such time deposit in a cash collateral account
opened by the Administrative Agent an amount equal to the aggregate then undrawn
and unexpired amount of such Letters of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents (other than any contingent or unliquidated
obligations or liabilities). After all such Letters of Credit shall have expired
or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrower hereunder and under the
other Loan Documents shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrower (or such other Person
as may be lawfully entitled thereto). Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.

                            SECTION 9.  THE AGENTS

                  9.1      Appointment. Each Lender hereby irrevocably
designates and appoints the Administrative Agent as the agent of such Lender
under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes the Administrative Agent, in such capacity, to take such

<PAGE>

action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

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

                  9.3      Exculpatory Provisions. Neither any Agent nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

                  9.4      Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to Holdings or the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders (or, if so
specified by this Agreement, all Lenders) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or, if so specified by this Agreement, all Lenders), and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Loans.

                  9.5      Notice of Default. The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless the Administrative Agent has received notice from a
Lender, Holdings or the Borrower referring to this Agreement, describing such

<PAGE>

Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders (or, if
so specified by this Agreement, all Lenders); provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

                  9.6      Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

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

                  9.8      Agent in Its Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such

<PAGE>

Agent were not an Agent. With respect to its Loans made or renewed by it and
with respect to any Letter of Credit issued or participated in by it, each Agent
shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not an
Agent, and the terms "Lender" and "Lenders" shall include each Agent in its
individual capacity.

                  9.9      Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon 30 days' notice to the Lenders
and the Borrower. If the Administrative Agent shall resign as Administrative
Agent under this Agreement and the other Loan Documents, then the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall (unless an Event of Default under Section 8(a) or
Section 8(f) with respect to the Borrower shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor
agent has accepted appointment as Administrative Agent by the date that is 30
days following a retiring Administrative Agent's notice of resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and after
consulting with the Lenders, appoint a successor Administrative Agent, which
successor agent shall (unless an Event of Default under Section 8(a) or (f)
shall have occurred and be continuing) be subject to approval by the Borrower
(which approval shall not be unreasonably withheld or delayed). If no successor
to the Administrative Agent has accepted appointment as Administrative Agent by
the date that is 45 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective, and the Lenders shall assume and perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above. After any
retiring Administrative Agent's resignation as Administrative 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 Administrative Agent under this
Agreement and the other Loan Documents.

                  9.10     Co-Documentation Agents. Neither Co-Documentation
Agent, in its capacity as such, shall have any duties or responsibilities, or
shall incur any liability under this Agreement or any other Loan Document.

                          SECTION 10.  MISCELLANEOUS

                  10.1     Amendments and Waivers. Neither this Agreement, any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 10.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the
Administrative Agent and each Loan Party party to the relevant Loan Document
may, from time to time, (a) enter into written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Loan Parties hereunder or thereunder
or (b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) forgive the
principal amount or extend the final scheduled date of maturity of any Loan,
extend the scheduled date of any amortization payment in respect of any Term
Loan, reduce the stated rate of any interest or fee payable hereunder (except
(x) in connection with the

<PAGE>

waiver of applicability of any post-default increase in interest rates (which
waiver shall be effective with the consent of the Majority Facility Lenders of
each adversely affected Facility) and (y) that any amendment or modification of
defined terms used in the financial covenants in this Agreement shall not
constitute a reduction in the rate of interest or fees for purposes of this
clause (i)) or extend the scheduled payment date of any such interest or fee, or
increase the amount or extend the expiration date of any Lender's Revolving
Commitment, in each case without the written consent of each Lender directly
affected thereby; (ii) eliminate or reduce the voting rights of any Lender under
this Section 10.1 without the written consent of such Lender (other than through
an increase of the Commitments of other Lenders pursuant to Section 2.1(b) or
with respect to any Defaulting Lender); (iii) reduce any percentage specified in
the definition of Required Lenders, consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents, release all or substantially all of the Collateral or release
Holdings or any significant Subsidiary Guarantor from its obligations under the
Guarantee and Collateral Agreement (other than in connection with any
transaction permitted pursuant to Section 7.5), in each case without the written
consent of all Lenders (other than Defaulting Lenders); (iv) amend, modify or
waive any provision of Section 2.17 without the written consent of the Majority
Facility Lenders in respect of each Facility adversely affected thereby; (v)
reduce the percentages specified in the definition of Prepayment Percentage
without the written consent of the Majority Facility Lenders with respect to
each Facility; (vi) reduce the percentage specified in the definition of
Majority Facility Lenders with respect to any Facility without the written
consent of all Lenders under such Facility; (vii) amend, modify or waive any
provision of Section 9 without the written consent of the Administrative Agent;
(viii) amend, modify or waive any provision of Section 2.6 or 2.7 without the
written consent of the Swingline Lender; (ix) amend, modify or waive any
provision of Section 3 without the written consent of the Issuing Lender and
provided, further, that except as otherwise provided therein, the consent of the
Lenders shall not be required for any increase in Commitments pursuant to
Section 2.1(b); or (x) permit the Borrower to select an Interest Period in
excess of six months without the written consent of each Lender affected
thereby. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the Loan
Parties, the Lenders, the Administrative Agent and all future holders of the
Loans. In the case of any waiver, the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

                  In addition, notwithstanding the foregoing, this Agreement may
be amended with the written consent of the Administrative Agent, the Borrower
and the Lenders providing the relevant Replacement Term Loans (as defined below)
to permit the refinancing of all outstanding Tranche B Term Loans or all
outstanding Incremental Extensions of Credit that are term loans ("Refinanced
Term Loans") with a replacement term loan tranche hereunder ("Replacement Term
Loans"), provided that (a) the aggregate principal amount of such Replacement
Term Loans shall not exceed the aggregate principal amount of such Refinanced
Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not
be higher than the Applicable Margin for such Refinanced Term Loans, (c) the
weighted average life to maturity of such Replacement Term Loans shall not be
shorter than the weighted average life to maturity of such Refinanced Term Loans
at the time of such refinancing and (d) all other terms applicable to such
Replacement Term Loans shall be substantially identical to, or less favorable to
the Lenders providing such Replacement Term Loans than, those applicable to such
Refinanced Term Loans, except to the extent necessary to provide for covenants
and other terms applicable to any period after the latest final maturity of the
Term Loans in effect immediately prior to such refinancing.

                  10.2     Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or five Business Days after

<PAGE>

being deposited in the mail, postage prepaid or, in the case of courier via
guaranteed next day delivery, the next Business Day or, in the case of telecopy
notice, when received, addressed as follows in the case of Holdings, the
Borrower and the Administrative Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders,
or to such other address as may be hereafter notified by the respective parties
hereto:

     Holdings and the Borrower:            America Plaza
                                           200 West Highway 6, Suite 620
                                           Waco, Texas 76712
                                           Attention: Mechelle Slaughter
                                           Telecopy:  254-772-5716
                                           Telephone: 254-772-5355

     Administrative Agent:                 UBS AG, Stamford Branch
                                           Attention: Juan Zuniga
                                           Telecopy:  203-719-1410
                                           Telephone: 203-719-1000

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

                  Notices and other communications to the Lenders hereunder may
be delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

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

                  10.4     Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

                  10.5     Payment of Expenses and Taxes. The Borrower agrees
(a) to pay or reimburse each Agent for all its out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of one counsel
representing the Agents collectively and filing and recording fees and expenses,
with statements with respect to the foregoing to be submitted to the Borrower
prior to the Closing Date (in the case of amounts to be paid on the Closing
Date) and from time

<PAGE>

to time thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender
and the Administrative Agent for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any such other documents, including the
fees and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Administrative Agent, (c)
to pay, indemnify, and hold each Lender and the Administrative Agent harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, that may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) to pay, indemnify, and hold
each Lender and the Administrative Agent and their respective officers,
directors, employees, affiliates, agents, trustees and controlling persons
(each, an "Indemnitee") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the Properties and the reasonable
fees and expenses of legal counsel in connection with claims, actions or
proceedings by any Indemnitee against any Loan Party under any Loan Document
(all the foregoing in this clause (d), collectively, the "Indemnified
Liabilities"), provided, that the Borrower shall have no obligation hereunder to
any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities resulted from the gross negligence or willful misconduct
of such Indemnitee. Without limiting the foregoing, and to the extent permitted
by applicable law, the Borrower agrees not to assert and to cause its
Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 10.5 shall
be payable not later than 10 days after written demand therefor. Statements
payable by the Borrower pursuant to this Section 10.5 shall be submitted to
Mechelle Slaughter (Telephone No. 254-772-5355) (Telecopy No. 254-772-5716) at
the address of the Borrower set forth in Section 10.2, or to such other Person
or address as may be hereafter designated by the Borrower in a written notice to
the Administrative Agent. The agreements in this Section 10.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

                  10.6     Successors and Assigns; Participations and
Assignments. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any affiliate of the Issuing Lender that
issues any Letter of Credit), except that (i) the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees (each, an
"Assignee") all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:

<PAGE>

                  (A) the Borrower, provided that no consent of the Borrower
         shall be required for an assignment to a Lender, an affiliate of a
         Lender, an Approved Fund (as defined below) or, if an Event of Default
         under Section 8(a) or (f) has occurred and is continuing, any other
         Person; and

                  (B) the Administrative Agent, provided that no consent of the
         Administrative Agent shall be required for an assignment to an Assignee
         that is a Lender, an affiliate of a Lender or an Approved Fund,
         immediately prior to giving effect to such assignment, except in the
         case of an assignment of a Revolving Commitment to an Assignee that
         does not (or whose affiliate or related Approved Fund does not) already
         have a Revolving Commitment.

                  (ii) Assignments shall be subject to the following additional
         conditions:

                  (A) except in the case of an assignment to a Lender, an
         affiliate of a Lender or an Approved Fund or an assignment of the
         entire remaining amount of the assigning Lender's Commitments or Loans
         under any Facility, the amount of the Commitments or Loans of the
         assigning Lender subject to each such assignment (determined as of the
         date the Assignment and Assumption with respect to such assignment is
         delivered to the Administrative Agent) shall not be less than
         $5,000,000 (or, in the case of the Tranche B Term Facility or any
         Incremental Facility, $1,000,000) unless each of the Borrower and the
         Administrative Agent otherwise consent, provided that (1) no such
         consent of the Borrower shall be required if an Event of Default under
         Section 8(a) or (f) has occurred and is continuing and (2) such amounts
         shall be aggregated in respect of each Lender and its affiliates or
         Approved Funds, if any;

                  (B) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500; provided that, in the case
         of assignments on the same day by a Lender to more than one Approved
         Fund or Affiliate of such Lender, only a single $3,500 processing and
         recordation fee shall be payable for all such assignments by such
         Lender on such day;

                  (C) the Assignee, if it shall not be a Lender, shall deliver
         to the Administrative Agent an administrative questionnaire; and

                  (D) in the case of an assignment by a Lender to a CLO (as
         defined below) managed by such Lender or by an affiliate of such
         Lender, unless such assignment has been consented to in writing by the
         Borrower (such consent not to be unreasonably withheld or delayed),
         such assigning Lender (or the affiliate of such assigning Lender that
         manages such CLO) shall retain the sole right to approve any amendment,
         modification or waiver of any provision of this Agreement and the other
         Loan Documents, provided that the Assignment and Assumption between
         such Lender and such CLO may provide that such Lender will not, without
         the consent of such CLO, agree to any amendment, modification or waiver
         that (1) requires the consent of each Lender directly affected thereby
         pursuant to the proviso to the second sentence of Section 10.1 and (2)
         directly affects such CLO.

                  For the purposes of this Section 10.6, the terms "Approved
Fund" and "CLO" have the following meanings:

                  "Approved Fund" means (a) with respect to any Lender, a CLO
         managed or administered by such Lender or by an affiliate of such
         Lender and (b) with respect to any Lender that is a fund which invests
         in bank loans and similar extensions of credit, any other fund that
         invests in bank loans and similar extensions of credit and is managed
         by the same investment advisor as such Lender or by an affiliate of
         such investment advisor.

<PAGE>

                  "CLO" means any entity (whether a corporation, partnership,
         trust or otherwise) that is engaged in making, purchasing, holding or
         otherwise investing in bank loans and similar extensions of credit in
         the ordinary course of its business and is administered or managed by a
         Lender or an affiliate of such Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.18, 2.19, 2.20 and 10.5). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 10.6
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 paragraph (c) of
this Section.

                  (iv)  The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent, the Issuing
Lender and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Lender and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an Assignee, the Assignee's
completed administrative questionnaire (unless the Assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (c) (i) Any Lender may, without the consent of or notice to,
the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing
Lender and the other 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 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 may provide that such Lender
will not, without the consent of the Participant, agree to any amendment,
modification or waiver that (1) requires the consent of each Lender directly
affected thereby pursuant to the proviso to the second sentence of Section 10.1
and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that

<PAGE>

each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and
2.20 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.7(b)
as though it were a Lender, provided such Participant shall be subject to
Section 10.7(a) as though it were a Lender.

                  (ii)  A Participant shall not be entitled to receive any
greater payment under Section 2.18 or 2.19 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 the Borrower's prior written consent. Any Participant that is a Non-U.S.
Lender shall not be entitled to the benefits of Section 2.19 unless such
Participant complies with Section 2.19(d).

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that any such pledge
or assignment (other than to secure obligations to a Federal Reserve Bank) shall
be in connection with a bona fide pledge or assignment of a security interest in
all or a substantial portion of such Lender's lending portfolio; and provided
further that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or
Assignee for such Lender as a party hereto.

                  (e) The Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (d) above.

                  (f) Notwithstanding the foregoing, any Conduit Lender may
assign any or all of the Loans it may have funded hereunder to its designating
Lender without the consent of the Borrower or the Administrative Agent and
without regard to the limitations set forth in Section 10.6(b). Each of
Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms
that it will not institute against a Conduit Lender or join any other Person in
instituting against a Conduit Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

                  10.7     Adjustments; Set-off. (a) Except to the extent that
this Agreement expressly provides for payments to be allocated to a particular
Lender or to the Lenders under a particular Facility, if any Lender (a
"Benefitted Lender") shall, at any time after the Loans and other amounts
payable hereunder shall immediately become due and payable pursuant to Section
8, receive any payment of all or part of the Obligations owing to it, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section
8(f), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of the Obligations
owing to such other Lender, such Benefitted Lender shall purchase for cash from
the other Lenders a participating interest in such portion of the Obligations
owing to each such other Lender, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause such Benefitted
Lender to share the excess payment or benefits of such collateral ratably with
each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefitted Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.

<PAGE>

                  (b) In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of an Event of
Default, each Lender shall have the right, without prior notice to Holdings or
the Borrower, any such notice being expressly waived by Holdings and the
Borrower to the extent permitted by applicable law, upon any amount becoming due
and payable by Holdings or the Borrower hereunder (whether at the stated
maturity, by acceleration or otherwise), to set off and appropriate and apply
against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of Holdings or
the Borrower, as the case may be. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application made
by such Lender, provided that the failure to give such notice shall not affect
the validity of such setoff and application.

                  10.8     Counterparts. This Agreement may be executed by one
or more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.

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

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

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

                  10.12    Submission To Jurisdiction; Waivers. Each of
Holdings and the Borrower hereby irrevocably and unconditionally:

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

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

<PAGE>

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to Holdings
or the Borrower, as the case may be at its address set forth in Section 10.2 or
at such other address of which the Administrative Agent shall have been notified
pursuant thereto;

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

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

                  10.13    Acknowledgements. Each of Holdings and the Borrower
hereby acknowledges that:

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

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

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

                  10.14    Releases of Guarantees and Liens. (a) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 10.1) to take any action requested by the Borrower having the effect
of releasing any Collateral or Guarantee Obligations (i) to the extent necessary
to permit consummation of any transaction not prohibited by any Loan Document or
that has been consented to in accordance with Section 10.1 or (ii) under the
circumstances described in paragraph (b) below.

                  (b) At such time as the Loans, the Reimbursement Obligations
and all fees due and owing under the Loan Documents shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be
outstanding, the Collateral shall be released from the Liens created by the
Security Documents, and the Security Documents and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent
and each Loan Party under the Security Documents shall terminate, all without
delivery of any instrument or performance of any act by any Person.

                  10.15    Confidentiality. Each of the Administrative Agent and
each Lender agrees to keep confidential all non-public information provided to
it by any Loan Party pursuant to this Agreement that is designated by such Loan
Party as confidential; provided that nothing herein shall prevent the
Administrative Agent or any Lender from disclosing any such information (a) to
the Administrative Agent, any other Lender or any affiliate thereof, (b) subject
to an agreement to comply with the provisions of this Section, to any actual or
prospective Transferee, or any creditor of a Lender or any direct or indirect
counterparty to any Swap Agreement (or any professional advisor to such
counterparty),

<PAGE>

(c) on a confidential basis, to its employees, directors, agents, attorneys,
accountants and other professional advisors or those of any of its affiliates,
(d) upon the request or demand of any Governmental Authority, (e) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (f) if requested or required to do
so in connection with any litigation or similar proceeding, (g) that has been
publicly disclosed other than by the Administrative Agent, any Lender or their
respective affiliates, (h) to the National Association of Insurance
Commissioners or any similar organization or any nationally recognized rating
agency that requires access to information about a Lender's investment portfolio
in connection with ratings issued with respect to such Lender, or (i) in
connection with the exercise of any remedy hereunder or under any other Loan
Document.

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

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                          NATIONAL WATERWORKS, INC.

                          By: /s/ Harry K. Hornish
                              --------------------
                          Name:  Harry K. Hornish
                          Title: President and Chief Executive Officer

                          NATIONAL WATERWORKS HOLDINGS, INC.

                          By: /s/ Mechelle Slaughter
                              ----------------------
                          Name:  Mechelle Slaughter
                          Title: Chief Financial Officer and Secretary

                          UBS AG, STAMFORD BRANCH, as Administrative Agent and
                          as a Lender

                          By: /s/ Wilfred V. Saint
                              --------------------
                          Name:  Wilfred V. Saint
                          Title: Associate Director, Banking Products
                          Services, US

                          By: /s/ Barbara Ezell-McMichael
                              ---------------------------
                          Name:  Barbara Ezell McMichael
                          Title: Associate Director, Banking Products
                          Services, US

                          JPMORGAN SECURITIES INC., as Co-Syndication Agent

                          By: /s/ Thomas H. Kozlark
                              ---------------------
                          Name:  Thomas H. Kozlark
                          Title: Vice President

                          GOLDMAN SACHS CREDIT PARTNERS L.P., as
                          Co-Syndication Agent and as a Lender

                          By: /s/ Robert Wagner
                              -----------------
                          Name:  Robert Wagner
                          Title: Authorized Signatory

                          CHASE LINCOLN FIRST COMMERCIAL CORP., as Lender

                          By: /s/ Thomas H. Kozlark
                              ---------------------
                          Name:  Thomas H. Kozlark
                          Title: Vice President

<PAGE>

                          GENERAL ELECTRIC CAPITAL CORPORATION, as
                          Co-Documentation Agent and as Lender

                          By: /s/ Matthew Colucci
                              -------------------
                          Name:  Matthew Colucci
                          Title: Authorized Signatory

                          ANTARES CAPITAL CORPORATION, as Co-Documentation Agent
                          and as Lender

                          By: /s/ John G. Martin
                              ------------------
                          Name:  John G. Martin
                          Title: Managing Director

                          THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

                          By: /s/ John S. Holt
                              ----------------
                          Name:  John S. Holt
                          Title: Authorized Signatory

                          By: /s/ David Walsh
                              ---------------
                          Name:  David Walsh
                          Title: Authorized Signatory

                          CREDIT LYONNAIS NEW YORK BRANCH

                          By: /s/ Alex Averbukh
                              -----------------
                          Name:  Alex Averbukh
                          Title: Vice President

                          TRANSAMERICA BUSINESS CAPITAL CORPORATION

                          By: /s/ Steve Goetschius
                              --------------------
                          Name:  Steve Goetschious
                          Title: Senior Vice President

                          GENERAL ELECTRIC CAPITAL CORPORATION

                          By: /s/ William S. Richardson
                              -------------------------
                          Name:  William S. Richardson
                          Title: Vice President

<PAGE>

                          CITIGROUP INVESTMENTS CORPORATE LOAN FUND

                          BY:  TRAVELERS ASSET MANAGEMENT INTERNATIONAL
                          COMPANY, LLC

                          By: /s/ John A. Wills
                              -----------------
                          Name:  John A. Wills
                          Title: Assistant Investment Officer

                          PROTECTIVE LIFE INSURANCE COMPANY

                          By: /s/ Diane S. Griswold
                              --------------------
                          Name:  Diane S. Griswold
                          Title: Assistant Vice President

                          TORONTO DOMINION (NEW YORK), INC.

                          By: /s/ Gwen Zirkle
                              ---------------
                          Name:  Gwen Zirkle
                          Title: Vice President

                          VAN KAMPEN SENIOR INCOME TRUST

                          BY: VAN KAMPEN INVESTMENT ADVISORY CORP.

                          By: /s/ Darvin D. Pierce
                              --------------------
                          Name:  Darvin D. Pierce
                          Title: Executive Director

<PAGE>

                              DISCLOSURE SCHEDULES
================================================================================

                                CREDIT AGREEMENT

                                      Among

                           NATIONAL WATERWORKS, INC.,

                       NATIONAL WATERWORKS HOLDINGS, INC.

                                   AS BORROWER

                  The Lenders from Time to Time Parties Hereto,

                            JPMORGAN SECURITIES INC.

                            as Co-Syndication Agent,

                       Goldman Sachs Credit Partners L.P.,

                            as Co-Syndication Agent,

                                       and

                            UBS AG, STAMFORD BRANCH,

                             as Administrative Agent

                          Dated as of November 22, 2002
================================================================================

                            JP MORGAN SECURITIES INC.

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.

<PAGE>

                                                                   SCHEDULE 1.1A

                                   COMMITMENTS

<TABLE>
<CAPTION>
Name                                                 R/C Commitment             Term Loan B
----                                                 --------------             Commitment
                                                                                ----------
<S>                                                  <C>                        <C>
Chase Lincoln First Commercial Corp.                 $13,500,000.00             $ 0

Goldman Sachs Credit Partners L.P.                   $13,500,000.00             $ 0

General Electric Capital Corporation                 $13,000,000.00             $ 10,000,000.00

UBS AG, Stamford Branch                              $10,000,000.00             $199,500,000.00

Antares Capital Corporation                          $10,000,000.00             $ 10,000,000.00

Credit Lyonnais New York Branch                      $ 7,500,000.00             $ 0

Transamerica Business Capital Corporation            $ 5,000,000.00             $  7,000,000.00

The Governor and Company of the Bank of Ireland      $ 2,500,000.00             $  3,500,000.00

General Electric Capital Corporation                 $ 0                        $  6,000,000.00

Protective Life Insurance Company                    $ 0                        $  3,000,000.00

Toronto Dominion (New York), Inc.                    $ 0                        $  3,000,000.00

The Travelers Insurance Company                      $ 0                        $  2,000,000.00

Citigroup Investments Corporate Loan Fund            $ 0                        $  1,000,000.00

Citigroup Insurance and Investment Trust             $ 0                        $  1,000,000.00

Van Kampen Senior Income Trust                       $ 0                        $  2,133,333.34

Van Kampen Prime Rate Income Trust                   $ 0                        $  1,333,333.33

Van Kampen Senior Floating Rate Fund                 $ 0                        $    533,333.33
                                                     --------------             ---------------

TOTALS:                                              $75,000,000.00             $250,000,000.00
</TABLE>

<PAGE>

                                                                   SCHEDULE 1.1B

                               MORTGAGED PROPERTY
<TABLE>
<CAPTION>
STREET ADDRESS                                                                  STATE
<S>  <C>                                                                        <C>
1.   3600 Arkins Court

     Denver                                                                       CO

2.   3333 Old Winter Garden Road

     Orlando                                                                      FL

3.   1101 W. 17th Street

     Riviera Beach                                                                FL

4.   7532 Malta Lane

     Tampa                                                                        FL

5.   1966 W. Heyward Way

     Idaho Falls                                                                  ID

6.   3338 Commercial Court

     Meridian                                                                     ID

7.   6829 Irene Road

     Belvidere                                                                    IL

8.   45 Northgate Industrial

     Granite City                                                                 IL

9.   29972 N. Skokie Highway

     Lake Bluff                                                                   IL

10.  18900 S. 82nd Avenue

     Mokena                                                                       IL

11.  115 N. Cummings Lane

     Washington                                                                   IL
</TABLE>

<PAGE>

<TABLE>
<S>  <C>                                                                        <C>
12.  1680 Expo Lane

     Indianapolis                                                                 IN

13.  5858 Thunderbird Road

     Oaklandon                                                                    IN

14.  11510 Strong Line Road

     Olathe                                                                       KS

15.  3207 Breard Street

     Monroe                                                                       LA

16.  601 Big Bear Boulevard

     Columbia                                                                     MO

17.  801 Pond Road

          O'Fallon

     MO

18.  1805 Borman Circle Drive

     St. Louis                                                                    MO

19.  11665 Lackland Road

     St. Louis                                                                    MO

20.  5454 New Baumgartner Road

     St. Louis                                                                    MO

21.  1446 Troy Road

     Ashlandon                                                                    OH

22.  6720 S.W. McEwan Road

     Lake Oswego                                                                  OR

23.  13116 State Highway 18

     Summit                                                                       PA
</TABLE>

<PAGE>

<TABLE>
<S>  <C>                                                                        <C>
24.  Box 245, Atlantic Road

     Derry                                                                        PA

25.  Box 144A

     Route 59

     Keating                                                                      PA

26.  1307 Galway Street

     Knoxville                                                                    TN

27.  4333 Irving Boulevard

     Dallas                                                                       TX

28.  7620 Grissom Road

     San Antonio                                                                  TX

29.  7730 Arab Drive, S.E.

     Olympia                                                                      WA

30.  5823 238th S.E.

     Woodinville                                                                  WA

31.  602 Valley Avenue

     Puyallup                                                                     WA

32.  15655 West Rogers Drive

     New Berlin                                                                   WI
</TABLE>

<PAGE>

                                                                   SCHEDULE 1.1C

                      CERTAIN PRO FORMA EBITDA ADJUSTMENTS

<TABLE>
<CAPTION>
                                             Amount
                                             ------
<S>                                         <C>
Audit & Tax                                 $400,000
Incremental Legal                           $150,000
National Contract Rate Increases            $ 80,000
Benefits Exp & Administration               $400,000

Property & Casualty Insurance               $      0
Real Estate Management                      $      0
Cash & Risk Management                      $      0
</TABLE>

<PAGE>

                                                                    SCHEDULE 4.4

                  CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES

A. Consents

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
REAL PROPERTY LEASES                               LOCATIONS
<S>                              <C>
-------------------------------------------------------------------------------------
                                 1.          Lots 5, 6, 7 Fiesta Ranch
                                             Gilbert (Phoenix), AZ

-------------------------------------------------------------------------------------
                                 2.          7505 W. Madison Avenue
                                             Tolleson (Phoenix), AZ

-------------------------------------------------------------------------------------
                                 3.          1772 W. Dairy Place
                                             Tucson, AZ

-------------------------------------------------------------------------------------
                                 4.          325 North Cota Street
                                             Corona, CA

-------------------------------------------------------------------------------------
                                 5.          665 Opper Road
                                             Escondido, CA

-------------------------------------------------------------------------------------
                                 6.          980-990 Parker Ct.
                                             Santa Clara, CA

-------------------------------------------------------------------------------------
                                 7.          1910 38th Street
                                             Denver, CO

-------------------------------------------------------------------------------------
                                 8.          11310 Distribution Ave.
                                             Jacksonville, FL

-------------------------------------------------------------------------------------
                                 9.          6575 Twenty-Three Mile Road
                                             Shelby Township, MI

-------------------------------------------------------------------------------------
                                 10.         121 International Drive
                                             Morrisville (Raleigh), NC

-------------------------------------------------------------------------------------
                                 11.         2829 Losee Rd.
                                             North Las Vegas, NV

-------------------------------------------------------------------------------------
                                 12.         870 N. Garver Rd.
                                             Monroe, OH

-------------------------------------------------------------------------------------
                                 13.         200 Highway 6 West, Suite 620
                                             Waco, TX

-------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                              <C>
-------------------------------------------------------------------------------------
                                 14.         44098 Mercure Circle #125
                                             Sterling, VA

-------------------------------------------------------------------------------------
                                 15.         9115-A N.E. 117th Avenue
                                             Vancouver, WA

-------------------------------------------------------------------------------------
</TABLE>

B.  Authorizations and Filings

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
HART SCOTT RODINO
APPROVAL                                               FILINGS
-------------------------------------------------------------------------------------
<S>                              <C>
                                 1.       Filing re: Formation of National
                                          Waterworks, Inc.

-------------------------------------------------------------------------------------
                                 2.       Filing re: Acquisition of U.S.
                                          Filter Distribution Group, Inc.
                                          ("Distribution")

-------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                   SCHEDULE 4.15

                                  SUBSIDIARIES

None

<PAGE>

                                                                SCHEDULE 4.19(a)

                            UCC FILING JURISDICTIONS

     UCC Financing Statements to be filed in the State of Delaware for National
     Waterworks, Inc., a Delaware corporation and National Waterworks Holdings,
     Inc., a Delaware corporation.

<PAGE>

                                                                SCHEDULE 4.19(b)

                          MORTGAGE FILING JURISDICTIONS

<TABLE>
<CAPTION>
STREET ADDRESS AND
FILING JURISDICTION (COUNTY)                                                STATE
<S>    <C>                                                                  <C>
1.     3600 Arkins Court
       Denver (Denver)                                                       CO

2.     3333 Old Winter Garden Road
       Orlando (Orange)                                                      FL

3.     1101 W. 17th Street
       Riviera Beach (Palm Beach)                                            FL

4.     7532 Malta Lane
       Tampa (Hillsborough)                                                  FL

5.     1966 W. Heyward Way
       Idaho Falls (Bonneville)                                              ID

6.     3338 Commercial Court
       Meridian (Ada)                                                        ID

7.     6829 Irene Road
       Belvidere (Boone)                                                     IL

8.     45 Northgate Industrial
       Granite City (Madison)                                                IL

9.     29972 N. Skokie Highway
       Lake Bluff (Lake)                                                     IL

10.    18900 S. 82nd Avenue
       Mokena (Will)                                                         IL
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>    <C>                                                                   <C>
11.    115 N. Cummings Lane
       Washington (Tazewell)                                                 IL

12.    1680 Expo Lane
       Indianapolis (Marion)                                                 IN

13.    5858 Thunderbird Road
       Oaklandon (Marion)                                                    IN

14.    11510 Strong Line Road
       Olathe (Johnson)                                                      KS

15.    3207 Breard Street
       Monroe (Ouichita)                                                     LA

16.    601 Big Bear Boulevard
       Columbia (Boone)                                                      MO

17.    801 Pond Road
       O'Fallon (St. Charles)                                                MO

18.    1805 Borman Circle Drive
       St. Louis (St. Louis)                                                 MO

19.    11665 Lackland Road
       St. Louis (St. Louis)                                                 MO

20.    5454 New Baumgartner Road
       St. Louis (St. Louis)                                                 MO

21.    1446 Troy Road
       Ashland (Ashland)                                                     OH

22.    6720 S.W. McEwan Road
       Lake Oswego (Washington)                                              OR

23.    13116 State Highway 18
       Summit (Crawford)                                                     PA
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>    <C>                                                                   <C>
24.    Box 245, Atlantic Road
       Derry (Westmoreland)                                                  PA

25.    Box 144A
       Route 59
       Keating (McKean)                                                      PA

26.    1307 Galway Street
       Knoxville (Knox)                                                      TN

27.    4333 Irving Boulevard
       Dallas (Dallas)                                                       TX

28.    7620 Grissom Road
       San Antonio (Bexar)                                                   TX

29.    7730 Arab Drive, S.E.
       Olympia (Thurston)                                                    WA

30.    5823 238th S.E.
       Woodinville (Sonomish)                                                WA

31.    602 Valley Avenue
       Puyallup (Pierce)                                                     WA

32.    15655 West Rogers Drive
       New Berlin (Waukesha)                                                 WI
</TABLE>

<PAGE>

                                                                SCHEDULE 4.19(c)

                                 LEASED PROPERTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
1.     22578 Interstate 30,                                                                 AK
       Bryant

------------------------------------------------------------------------------------------------
2.     4613 Bethany Rd. North,                                                              AK
       Little Rock

------------------------------------------------------------------------------------------------
3.     313 Monroe,                                                                          AK
       Lowell

------------------------------------------------------------------------------------------------
4.     1371 McCain Parkway,                                                                 AL
       Pelham

------------------------------------------------------------------------------------------------
5.     1772 Dairy Place,                                                                    AZ
       Tucson

------------------------------------------------------------------------------------------------
6.     1420 Torrance Rd.,                                                                   AZ
       Mohave Valley

------------------------------------------------------------------------------------------------
7.     Canal Industrial Park,                                                               AZ
       Tolleson

------------------------------------------------------------------------------------------------
8.     Lots 5, 6, and 7 Fiesta Ranch Commerce Park,                                         AZ
       Gilbert

------------------------------------------------------------------------------------------------
9.     19421 Colombo St.,                                                                   CA
       Bakersfield

------------------------------------------------------------------------------------------------
10.    1583 River Drive,                                                                    CA
       Brawley

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
11.    325 North Cota St.,                                                                  CA
       Corona

------------------------------------------------------------------------------------------------
12.    665 Opper Rd.,                                                                       CA
       Escondido

------------------------------------------------------------------------------------------------
13.    2651 East Byrd Ave.,                                                                 CA
       Fresno

------------------------------------------------------------------------------------------------
14.    82-314 Market St.,                                                                   CA
       Indio

------------------------------------------------------------------------------------------------
15.    42839 N. Sierra Highway,                                                             CA
       Lancaster

------------------------------------------------------------------------------------------------
16.    980-990 Parker Court,                                                                CA
       Santa Clara

------------------------------------------------------------------------------------------------
17.    4700 District Blvd.,                                                                 CA
       Vernon

------------------------------------------------------------------------------------------------
18.    1910 38th St.,                                                                       CO
       Denver

------------------------------------------------------------------------------------------------
19.    19 Greenhorn Drive, Building B,                                                      CO
       Pueblo

------------------------------------------------------------------------------------------------
20.    22 Garfield Way,                                                                     DE
       Newark

------------------------------------------------------------------------------------------------
21.    61 Artisan Drive,                                                                    DE
       Smyrna

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
22.    4750 Laredo Ave.,                                                                    FL
       Fort Meyers

------------------------------------------------------------------------------------------------
23.    4310 N.W. 10th Avenue                                                                FL
       Oakland Park

------------------------------------------------------------------------------------------------
24.    820 S.W. 33rd Avenue                                                                 FL
       Ocala

------------------------------------------------------------------------------------------------
25.    2120 S.W. 7th Avenue                                                                 FL
       Ocala

------------------------------------------------------------------------------------------------
26.    8782 Paul Starr Drive                                                                FL
       Pensacola

------------------------------------------------------------------------------------------------
27.    330 Paint Street                                                                     FL
       Rockledge

------------------------------------------------------------------------------------------------
28.    6761 26th Court East                                                                 FL
       Sarasota

------------------------------------------------------------------------------------------------
29.    7374 Commercial Circle                                                               FL
       Fort Pierce

------------------------------------------------------------------------------------------------
30.    11310 Distribution                                                                   FL
       Avenue West
       Jacksonville

------------------------------------------------------------------------------------------------
31.    2803 Manufacturer Court                                                              FL
       Tallahassee

------------------------------------------------------------------------------------------------
32.    3620 Milledgeville Road                                                              GA
       Augusta

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
33.    4355 Woodward Way                                                                    GA
       Buford

------------------------------------------------------------------------------------------------
34.    134 Peachtree Park                                                                   GA
       Byron

------------------------------------------------------------------------------------------------
35.    2455 Old Covington Highway                                                           GA
       Conyers

------------------------------------------------------------------------------------------------
36.    9 Aviation Court                                                                     GA
       Garden City

------------------------------------------------------------------------------------------------
37.    220 S. Westgate Drive                                                                IL
       Carol Stream

------------------------------------------------------------------------------------------------
38.    107 Southern Drive                                                                   IL
       Lebanon

------------------------------------------------------------------------------------------------
39.    1454 Liberty Drive                                                                   IN
       Bloomington

------------------------------------------------------------------------------------------------
40.    10830 Joliet Street                                                                  IN
       St. John

------------------------------------------------------------------------------------------------
41.    Junction U.S. 31 North & Highway 18                                                  IN
       Kokomo

------------------------------------------------------------------------------------------------
42.    5800 Gateway Business Park                                                           Iowa
       Grimes

------------------------------------------------------------------------------------------------
43.    3352 Industrial Drive                                                                KY
       Bowling Green

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
44.    2141 Christian Road                                                                  KY
       Lexington

------------------------------------------------------------------------------------------------
45.    4725 Hazel Jones Road,                                                               LA
       Bossier City

------------------------------------------------------------------------------------------------
46.    3209 Breard Street                                                                   LA
       Monroe

------------------------------------------------------------------------------------------------
47.    53 Ayers Road                                                                        MA
       Littleton

------------------------------------------------------------------------------------------------
48.    6303 Macaw Court                                                                     MD
       Elkridge

------------------------------------------------------------------------------------------------
49.    25284 Seeley Road                                                                    MI
       Novi

------------------------------------------------------------------------------------------------
50.    6575 23 Mile Road                                                                    MI
       Shelby Township

------------------------------------------------------------------------------------------------
51.    15801 West 78th Street                                                               MN
       Eden Prairie

------------------------------------------------------------------------------------------------
52.    4530 West 77th Street                                                                MN
       Edina

------------------------------------------------------------------------------------------------
53.    16195-54th St. N.E.                                                                  MN
       Rogers,
       Wright County

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
54.    13621 East 42nd Terrace                                                              MO
       Independence

------------------------------------------------------------------------------------------------
55.    1129 Sweeten Creek Road                                                              NC
       Asheville

------------------------------------------------------------------------------------------------
56.    5301 Brookshire Boulevard                                                            NC
       Charlotte

------------------------------------------------------------------------------------------------
57.    7216 Cesna Drive                                                                     NC
       Greensboro

------------------------------------------------------------------------------------------------
58.    Seventh Street Court S.E.                                                            NC
       Hickory

------------------------------------------------------------------------------------------------
59.    121 International Drive                                                              NC
       Morrisville

------------------------------------------------------------------------------------------------
60.    901 Crafters Lane                                                                    NC
       Pineville

------------------------------------------------------------------------------------------------
61.    419 Landmark Drive                                                                   NC
       Wilmington

------------------------------------------------------------------------------------------------
62.    14707 Custer Road                                                                    NE
       Omaha

------------------------------------------------------------------------------------------------
63.    212 Williamstown - New Freedom Road                                                  NJ
       Winslow Township

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
64.    700-1 Challenger Way                                                                 NJ
       Forked River

------------------------------------------------------------------------------------------------
65.    6135 2nd Street NW                                                                   NM
       Albuquerque

------------------------------------------------------------------------------------------------
66.    207 West Union Avenue                                                                NM
       Las Cruces

------------------------------------------------------------------------------------------------
67.    2829 Losee Road                                                                      NV
       Las Vegas

------------------------------------------------------------------------------------------------
68.    18 East 367                                                                          OH
       Eastlake

------------------------------------------------------------------------------------------------
69.    340 Lake Avenue                                                                      OH
       Masillon

------------------------------------------------------------------------------------------------
70.    902 North Garver Road                                                                OH
       Monroe

------------------------------------------------------------------------------------------------
71.    10655 Royalton Road                                                                  OH
       North Royalton

------------------------------------------------------------------------------------------------
72.    3496 Dublin Granville Road                                                           OH
       Westerville

------------------------------------------------------------------------------------------------
73.    680 North Orchard Lane                                                               OH
       Alpha

------------------------------------------------------------------------------------------------
74.    21520 NW Cherry Lane                                                                 OR
       Hillsboro

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
75.    3384 Crater Lake Avenue                                                              OR
       Medford

------------------------------------------------------------------------------------------------
76.    615 Grammes Road                                                                     PA
       Upper Macungie

------------------------------------------------------------------------------------------------
77.    3668 Crescent County                                                                 PA
       Whitehall Township

------------------------------------------------------------------------------------------------
78.    400 South Gravers Road                                                               PA
       Plymouth Meeting

------------------------------------------------------------------------------------------------
79.    4987 Banco Road                                                                      SC
       Charleston

------------------------------------------------------------------------------------------------
80.    143 and 145 Calvin Drive                                                             SC
       Columbia

------------------------------------------------------------------------------------------------
81.    6230 Fairfield Road                                                                  SC
       Columbia

------------------------------------------------------------------------------------------------
82.    157 Winyah Road                                                                      SC
       Conway

------------------------------------------------------------------------------------------------
83.    2571 East Phillips Road                                                              SC
       Greer

------------------------------------------------------------------------------------------------
84.    915 Oswego Road                                                                      SC
       Sumter

------------------------------------------------------------------------------------------------
85.    2353 S. Church Street                                                                TN
       Murfreesboro

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
86.    5536 Old Highway 78                                                                  TN
       Memphis

------------------------------------------------------------------------------------------------
87.    207 Highway 75                                                                       TN
       Blountville

------------------------------------------------------------------------------------------------
88.    107 & 109 Crutchfield Ave.,                                                          TN
       Nashville

------------------------------------------------------------------------------------------------
89.    9513 Brown Lane, Austin                                                              TX

------------------------------------------------------------------------------------------------
90.    1601 S. Wall St., Belton                                                             TX

------------------------------------------------------------------------------------------------
91.    4525 N. Express Way, Brownsville                                                     TX

------------------------------------------------------------------------------------------------
92.    7425 Leopard St.,                                                                    TX
       Corpus Christi

------------------------------------------------------------------------------------------------
93.    12014 Palmerton Rd.,                                                                 TX
       Houston

------------------------------------------------------------------------------------------------
94.    4053 Homestead Rd.,                                                                  TX
       Houston

------------------------------------------------------------------------------------------------
95.    209 Flecha Lane,                                                                     TX
       Laredo

------------------------------------------------------------------------------------------------
96.    100 North First St.,                                                                 TX
       McAllen

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
97.    4735 Dodge St.,                                                                      TX
       San Antonio

------------------------------------------------------------------------------------------------
98.    3090 N. Northeast Loop 323,                                                          TX
       Tyler

------------------------------------------------------------------------------------------------
99.    5000 Franklin Ave.,                                                                  TX
       Waco

------------------------------------------------------------------------------------------------
100.   200 Highway 6 West, Suite 620, Waco                                                  TX

------------------------------------------------------------------------------------------------
101.   Aircraft Hangar Building 219, Waco-Madison Cooper Airport                            TX
       Waco

------------------------------------------------------------------------------------------------
102.   Office Maintenance Hanger - Waco Regional Airport,                                   TX
       Waco

------------------------------------------------------------------------------------------------
103.   1620 West 2457 South St.,                                                            UT
       Ogden

------------------------------------------------------------------------------------------------
104.   8380 S. 4052,                                                                        UT
       West Jorden

------------------------------------------------------------------------------------------------
105.   44098 Mercure Circle,                                                                VA
       Sterling

------------------------------------------------------------------------------------------------
106.   2112 Smith Ave.,                                                                     VA
       Chesapeake

------------------------------------------------------------------------------------------------
107.   1162 Ramoth Church Rd.,                                                              VA
       Falmouth

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                          STREET ADDRESS                                  STATE
------------------------------------------------------------------------------------------------
<S>    <C>                                                                                <C>
108.   8910 Burge Ave.,                                                                     VA
       Richmond

------------------------------------------------------------------------------------------------
109.   1212 Campbell Ave. SE,                                                               VA
       Roanoke

------------------------------------------------------------------------------------------------
110.   3735 Irongate Rd.,                                                                   WA
       Bellingham

------------------------------------------------------------------------------------------------
111.   1452 Hwy 41,                                                                         WA
       DePere

------------------------------------------------------------------------------------------------
112.   Pasco Airport Industrial Park,                                                       WA
       Pasco

------------------------------------------------------------------------------------------------
113.   415 South Holgate,                                                                   WA
       Seattle

------------------------------------------------------------------------------------------------
114.   9115-A NE 117th Ave.                                                                 WA
       Vancouver

------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                 SCHEDULE 7.2(d)

                              EXISTING INDEBTEDNESS

1.    Lease and Fleet Management Services Agreement dated as of August 14, 2000
      and Master Equipment Lease Agreements dated as of August 14, 2000 and
      certain individual Motor Vehicle Lease Agreements between Vivendi Water
      Transport, Inc. ("VWT") and Automotive Rentals, Inc., to the extent that
      such lease is a Capital Lease.

2.    Fleet Services Lease Agreement, Truck XPress(TM) Agreement and Master
      Trust Lease and Supplements between Vivendi Water Transport, Inc. and
      Associates Fleet Service, to the extent that such lease is a Capital
      Lease.

3.    Equipment Lease Agreement dated October 16, 1998 between Distribution (as
      successor of Utility Supply, Ltd.) and Sun Land International, Inc., to
      the extent that such lease is a Capital Lease.

4.    Vehicle Lease Service Agreement between U.S. Filter/Ionpure, Inc. and
      Penske Truck Leasing Co., LP dated September 8, 1996, to the extent that
      such lease is a Capital Lease.

5.    Vehicle Lease Service Agreement and Vehicle Maintenance Agreement between
      VWT and Penske Truck Leasing Co., LP dated December 10, 1999 and July 15,
      1996, to the extent that such lease is a Capital Lease.

6.    Vehicle Lease Agreement dated September 7, 1998 between VWT and Ryder
      Truck Rental, Inc. and the Vehicle Programmed Maintenance Agreement dated
      December 31, 1999 between VWT and Ryder Truck Rental, Inc., to the extent
      that such lease is a Capital Lease.

7.    Equipment Lease Agreement dated August 4, 1999 between Distribution (as
      successor of North American Pipe Corporation) and NMHG Financial Services,
      Inc. (f/k/a Yale Financial Services, Inc.), to the extent that such lease
      is a Capital Lease.

8.    All Indebtedness that is secured by the liens described on schedule 7.3.

<PAGE>

                                                                 SCHEDULE 7.3(f)

                                 EXISTING LIENS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Secured Party                Property Encumbered            Jurisdiction           Filing Type      Filing Date    Filing No.
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                            <C>                    <C>              <C>            <C>
Lease Plan U.S.A.,           2 Toyota Forklifts             FL SOS                 UCC-1            5/9/1995          950000094087
Inc.                                                                               -----------------------------------------------
                             1 JCB Rough Terrain                                   AMEND            2/21/1997         970000043014
                                 FO                                                -----------------------------------------------
                                                                                   CONT             1/26/2000         200000022894
                             1 Zieman Trailer
----------------------------------------------------------------------------------------------------------------------------------
IBM Credit                   IBM Computer                   GA; Barrow Cty         UCC-1            3/13/97          007-97-001863
Corporation                      Equipment                                                          ------------------------------
                                                                                                    10/8/97          007-97-007213
                                                                                                    ------------------------------
                                                                                                    10/31/97         007-97-007756
                                                                                                    ------------------------------
                                                                                                    11/18/97         007-97-008176
                                                                                                    ------------------------------
                                                                                                    12/15/97         007-97-008835
                                                                                                    ------------------------------
                                                                                                    10/7/98          007-98-008313
                                                                                                    ------------------------------
                                                                                                    11/10/98         007-98-009235
                                                                                                    ------------------------------
                                                                                                    12/2/98          007-98-010097
                                                                                                    ------------------------------
                                                                                                    3/14/00        007-2000-002931
                                                                                                    ------------------------------
                                                                                                    4/18/00        007-2000-004322
----------------------------------------------------------------------------------------------------------------------------------
Wells Fargo                  Norstar Phone System           GA; Barrow Cty         UCC-1            4/26/02        007-2002-004427
Financial Leasing
----------------------------------------------------------------------------------------------------------------------------------
Lease Plan U.S.A.,           2 Toyota Forklifts             GA; Cobb Cty           UCC-1            5/9/95          033-1995-05458
Inc.
                             1 JCB Rough Terrain
                                 FO
                             1 Zieman Trailer
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Secured Party                Property Encumbered            Jurisdiction           Filing Type      Filing Date     Filing No.
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                            <C>                    <C>              <C>             <C>
                                                                                   AMEND            2/24/97         033-1997-02738
                                                                                   -----------------------------------------------
                                                                                   AMEND            2/24/97               94-11428
                                                                                                                    033-1997-02739
                                                                                   -----------------------------------------------
                                                                                   CONT             2/3/00          033-2000-01612
                                                                                   -----------------------------------------------
                                                                                   PARTIAL RLS      8/6/01          033-2001-09686
----------------------------------------------------------------------------------------------------------------------------------
Lease Plan U.S.A.,           1 Toyota Forklift              GA; Thomas Cty         UCC-1            7/23/96          136-1996-1349
Inc.                                                                               -----------------------------------------------
                                                                                   AMEND            2/24/97          136-1997-0344
                                                                                   -----------------------------------------------
                                                                                   CONT             7/23/01          136-2001-1140
                                                                                   -----------------------------------------------
                                                                                   UCC-1            7/23/96          136-1996-1350
                                                                                   -----------------------------------------------
                                                                                   AMEND            2/24/97          136-1997-0345
                                                                                   -----------------------------------------------
                                                                                   CONT             7/23/01          136-2001-1141
----------------------------------------------------------------------------------------------------------------------------------
AT&T Credit Corp.            Definity Phone System          GA; Thomas Cty         UCC-1            3/17/97          136-1997-0538
----------------------------------------------------------------------------------------------------------------------------------
Lease Plan U.S.A.,           2 Toyota Forklifts             NC SOS                 UCC-1            5/8/95                 1222885
Inc.                                                                               -----------------------------------------------
                             1 JCB Rough Terrain                                   AMEND            2/24/97              001432242
                                FO                                                 -----------------------------------------------

                             1 Zieman Trailer                                      CONT             2/11/00            20000015416

----------------------------------------------------------------------------------------------------------------------------------
Springs Leasing              Copier                         NC;                    UCC-1            11/12/99                 10884
Corporation                                                    Mecklenburg
                                                               Cty
----------------------------------------------------------------------------------------------------------------------------------
Lease Plan U.S.A.,                                                                                  5/8/95                95-11638
Inc.
                             2 Toyota Forklifts             NC; Wake Cty           UCC-1
                                                                                   -----------------------------------------------
                             1 JCB Rough Terrain                                   AMEND            2/24/97               95-11638
                                 FO

                             1 Zieman Trailer
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Secured Party                Property Encumbered            Jurisdiction           Filing Type      Filing Date       Filing No.
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                            <C>                    <C>              <C>               <C>
                                                                                   CONT             1/28/00                 00-584
----------------------------------------------------------------------------------------------------------------------------------
Wells Fargo                  Copper State                   AZ SOS                 UCC-1            12/20/01          200111996168
Financial Leasing              Communications
                               Phone Sytem
----------------------------------------------------------------------------------------------------------------------------------
Walsh Bros.                  Office Equipment and           AZ SOS                 UCC-1            4/24/02           200212142353
                                  Furniture
----------------------------------------------------------------------------------------------------------------------------------
First Westroads Bank         Panasonic UF595                NE SOS                 UCC-1            11/01/99                900201
----------------------------------------------------------------------------------------------------------------------------------
Sanwa Leasing Corporation    Copier                         TX SOS                 UCC-1            2/19/99              99-034950
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Secured Party                                                      Property Encumbered
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>
Automotive                   The assets subject to the Lease and Fleet Management Services Agreement dated as of August 14, 2000
Rentals, Inc.                and Master Equipment Lease Agreements dated as of August 14, 2000 and certain individual Motor
                             Vehicle Lease Agreements between Vivendi Water Transport, Inc. ("VWT") and Automotive Rentals, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Associates Fleet             The assets subject to the Fleet Services Lease Agreement, Truck XPress(TM)Agreement and Master Trust
Service                      Lease and Supplements between Vivendi Water Transport, Inc. and Associates Fleet Service.
----------------------------------------------------------------------------------------------------------------------------------
Sun Land                     The assets subject to the Equipment Lease Agreement dated October 16, 1998 between Distribution
International, Inc.          (as successor of Utility Supply, Ltd.) and Sun Land International, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Penske Truck                 The assets subject to the Vehicle Lease Service Agreement between U.S. Filter/Ionpure, Inc. and
Leasing, Inc.                Penske Truck Leasing Co., LP dated September 8, 1996.
----------------------------------------------------------------------------------------------------------------------------------
Penske Truck                 The assets subject to the Vehicle Lease Service Agreement and Vehicle Maintenance Agreement between
Leasing Leasing Co., LP      VWT and Penske Truck Leasing Leasing Co., LP Co., LP dated December 10, 1999 and July 15, 1996.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>
Ryder Truck Rental,          The assets subject to the Vehicle Lease Agreement dated September 7, 1998 between VWT and Ryder
Inc.                         Truck Rental, Inc. and the Vehicle Programmed Maintenance Agreement dated December 31, 1999 between
                             VWT and Ryder Truck Rental, Inc.
----------------------------------------------------------------------------------------------------------------------------------
NMHG Financial               The assets subject to the Equipment Lease Agreement dated August 4, 1999 between Distribution
Services, Inc.               (as successor of North American Pipe Corporation) and NMHG Financial Services, Inc. (f/k/a Yale
                             Financial Services, Inc.).
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                   SCHEDULE 7.10

                          TRANSACTIONS WITH AFFILIATES

1.    Payments and transactions contemplated by, or pursuant to, (a) the
      Acquisition Documentation; (b) the Employee Leasing Agreement dated as of
      November 22, 2002 by and among United States Filter Corporation,
      Distribution and the Borrower; and (c) the Agreement dated as of November
      22, 2002 by and between the Borrower and the Sponsors (as defined in such
      Agreement).

2.    Payments and transactions contemplated by or pursuant to (a) the
      Subscription and Stock Purchase Agreement dated as of November 22, 2002 by
      and between Holdings and the investors party thereto; (b) the Subscription
      and Stock Purchase Agreements dated as of November 22, 2002 between and
      among Holdings and each of Harry K. Hornish, Mechelle Slaughter, Terry
      Howell, Rob Hickson, Ed Maczko, Ron Hood, Jerry Webb, Irving Welchons,
      Jack Schaller, Joe Walker, Phil Keipp, and Jack Olson; (c) the
      Stockholders Agreement and the Registration Rights Agreement dated as of
      November 22, 2002 among Holdings and each of the stockholders party
      thereto; (d) the Restated Certificate of Incorporation of Holdings and, in
      the event of an initial public offering of equity securities of the
      Borrower, the Certificate of Incorporation of the Borrower or any
      restatement thereof; (e) the several Amended and Restated Employment
      Agreements each dated as of November 22, 2002 between Holding and each of
      Harry K. Hornish, Mechelle Slaughter and Terry Howell, respectively, each
      amending and restating Employment Agreements dated as of September 12,
      2002 between the parties; and (f) any other employment agreement or
      arrangement in the ordinary course of business.

3.    Payments and transactions contemplated by, or pursuant to, the Senior
      Subordinated Notes, the Senior Subordinated Note Indenture and any other
      documents or instruments contemplated thereby or the Offering Circular in
      respect of the Senior Subordinated Notes.

4.    The payment, reimbursement or provision of (a) reasonable compensation,
      benefits, fees, costs and expenses to directors of the Group Members
      (other than directors that are officers of the Group Members); (b)
      indemnity and similar payments to directors, officers and employees of the
      Group Members; (c) reasonable fees, compensation, benefits and payments
      (or arrangements and agreements in respect thereof entered into) by the
      Group Members in the ordinary course of business to or with the officers
      or employees of the Group Members; and (c) indemnity and similar payments
      and reasonable out-of-pocket fees, costs and expenses to any of member of
      the Sponsor Group or their partners, directors, principals, officers or
      other employees incurred in connection with the business, operations,
      assets or conditions of the Group Members.

5.    The provision by, and payments to, Persons who may be deemed Affiliates of
      the Group Members of investment banking, commercial banking, trust,
      lending or financing, investment, underwriting, placement agent, financial
      advisory or similar services to the Group Members.

<PAGE>

6.    Payments and transactions contemplated by, or pursuant to, the Management
      Agreement dated as of November 22, 2002 by and between the Borrower and
      the investors party thereto.

7.    Transactions contemplated by, in connection with, or arising out of, (a)
      Investments permitted under Section 7.8 (c), (d), (e), (l), and (m) to the
      extent that clause (m) relates to the investments permitted under (c),
      (d), (e), and (l); (b) any Junior Capital, or resulting in Junior Capital
      Proceeds, to the extent not prohibited by the Credit Agreement; and (c)
      Restricted Payments permitted under Section 7.6.

8.    The issuance, grant, award or sales of securities, equity interests,
      payments, awards, options, dividends, or other rights or interests with
      respect thereto pursuant to, or the funding of, employment arrangements,
      employee option plans, restricted stock plans, employee stock purchase
      plans, employee incentive plans, retirement plans, stock appreciation
      rights plans, participation plans or similar employee benefits plans and
      arrangements (other than as relating to Disqualified Stock) approved by
      the Board of Directors of Holdings or the Borrower (after an initial
      public offering of the Borrower) and the exercise of any rights in respect
      thereof, including, without limitation, Restricted Stock Agreements dated
      as of November 22, 2002 between and among Holdings and certain employees
      and members of senior management of Holdings and the Borrower.