<PAGE>
                                                                    Exhibit 10.1

                                        PUBLISHED CUSIP NUMBER: ________________

                                (WACHOVIA LOGO)

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

                                  $165,000,000

                                CREDIT AGREEMENT

                                      among

                                BELDEN CDT INC.,
                                  as Borrower,

                                       and

               THE MATERIAL DOMESTIC SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                         U.S. BANK NATIONAL ASSOCIATION,
                              as Syndication Agent

                                       and

                            BANK OF AMERICA, N.A. and
                               NATIONAL CITY BANK,
                           as Co-Documentation Agents

                          Dated as of January 24, 2006

                         WACHOVIA CAPITAL MARKETS, LLC,
                      as Sole Lead Arranger and Book Runner

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS....................................      1
   Section 1.1    Defined Terms...............................................      1
   Section 1.2    Other Definitional Provisions...............................     29
   Section 1.3    Accounting Terms............................................     29
   Section 1.4    Resolution of Drafting Ambiguities..........................     30
   Section 1.5    Time References.............................................     30

ARTICLE II THE LOANS; AMOUNT AND TERMS........................................     30
   Section 2.1    Revolving Loans.............................................     30
   Section 2.2    Reserved....................................................     32
   Section 2.3    Letter of Credit Subfacility................................     33
   Section 2.4    Swingline Loan Subfacility..................................     36
   Section 2.5    Incremental Facility........................................     38
   Section 2.6    Fees........................................................     39
   Section 2.7    Commitment Reductions.......................................     40
   Section 2.8    Prepayments.................................................     40
   Section 2.9    Default Rate and Payment Dates..............................     42
   Section 2.10   Conversion Options..........................................     42
   Section 2.11   Computation of Interest and Fees; Usury.....................     43
   Section 2.12   Pro Rata Treatment and Payments.............................     44
   Section 2.13   Non-Receipt of Funds by the Administrative Agent............     46
   Section 2.14   Inability to Determine Interest Rate........................     47
   Section 2.15   Illegality..................................................     48
   Section 2.16   Requirements of Law.........................................     48
   Section 2.17   Indemnity...................................................     50
   Section 2.18   Taxes.......................................................     50
   Section 2.19   Indemnification; Nature of Issuing Lender's Duties..........     52
   Section 2.20   Replacement of Lenders......................................     54

ARTICLE III REPRESENTATIONS AND WARRANTIES....................................     54
   Section 3.1    Financial Condition.........................................     54
   Section 3.2    No Change...................................................     55
   Section 3.3    Corporate Existence; Compliance with Law....................     55
   Section 3.4    Corporate Power; Authorization; Enforceable Obligations.....     55
   Section 3.5    No Legal Bar; No Default....................................     56
   Section 3.6    No Material Litigation......................................     56
   Section 3.7    Investment Company Act; PUHCA, Etc..........................     56
   Section 3.8    Margin Regulations..........................................     57
   Section 3.9    ERISA.......................................................     57
   Section 3.10   Environmental Matters.......................................     57
   Section 3.11   Use of Proceeds.............................................     58
   Section 3.12   Subsidiaries................................................     59
   Section 3.13   Ownership...................................................     59
   Section 3.14   Indebtedness................................................     59
</TABLE>


                                        i
<PAGE>

<TABLE>
<S>                                                                                <C>
   Section 3.15   Taxes.......................................................     59
   Section 3.16   Intellectual Property Rights................................     59
   Section 3.17   Solvency....................................................     60
   Section 3.18   Investments.................................................     60
   Section 3.19   Location of Collateral......................................     60
   Section 3.20   No Burdensome Restrictions..................................     60
   Section 3.21   Brokers' Fees...............................................     61
   Section 3.22   Labor Matters...............................................     61
   Section 3.23   Accuracy and Completeness of Information....................     61
   Section 3.24   Material Contracts..........................................     61
   Section 3.25   Insurance...................................................     62
   Section 3.26   Security Documents..........................................     62
   Section 3.27   Classification of Senior Indebtedness.......................     62
   Section 3.28   Anti-Terrorism Laws.........................................     62
   Section 3.29   Compliance with OFAC Rules and Regulations..................     63
   Section 3.30   Directors; Capitalization...................................     63
   Section 3.31   Compliance with FCPA........................................     63

ARTICLE IV CONDITIONS PRECEDENT...............................................     63
   Section 4.1    Conditions to Closing Date..................................     63
   Section 4.2    Conditions to All Extensions of Credit......................     68

ARTICLE V AFFIRMATIVE COVENANTS...............................................     69
   Section 5.1    Financial Statements........................................     69
   Section 5.2    Certificates; Other Information.............................     71
   Section 5.3    Payment of Taxes............................................     72
   Section 5.4    Conduct of Business and Maintenance of Existence............     72
   Section 5.5    Maintenance of Property; Insurance..........................     73
   Section 5.6    Inspection of Property; Books and Records; Discussions......     73
   Section 5.7    Notices.....................................................     74
   Section 5.8    Environmental Laws..........................................     75
   Section 5.9    Financial Covenants.........................................     76
   Section 5.10   Additional Guarantors.......................................     77
   Section 5.11   Compliance with Law.........................................     77
   Section 5.12   Pledged Assets..............................................     77
   Section 5.13   Covenants Regarding Patents, Trademarks and Copyrights......     78
   Section 5.14   Further Assurances..........................................     79

ARTICLE VI NEGATIVE COVENANTS.................................................     79
   Section 6.1    Indebtedness................................................     80
   Section 6.2    Liens.......................................................     82
   Section 6.3    Nature of Business..........................................     82
   Section 6.4    Consolidation, Merger, Sale or Purchase of Assets, etc......     82
   Section 6.5    Advances, Investments and Loans.............................     84
   Section 6.6    Transactions with Affiliates................................     84
   Section 6.7    Ownership of Subsidiaries; Restrictions.....................     84
   Section 6.8    Corporate Changes; Material Contracts.......................     85
   Section 6.9    Limitation on Restricted Actions............................     85
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                               <C>
   Section 6.10   Restricted Payments.........................................     86
   Section 6.11   Amendment of Subordinated Debt and Senior Notes.............     86
   Section 6.12   No Further Negative Pledges.................................     87
   Section 6.13   Consolidated Capital Expenditures...........................     87
   Section 6.14   Operating Leases............................................     87

ARTICLE VII EVENTS OF DEFAULT.................................................     88
   Section 7.1    Events of Default...........................................     88
   Section 7.2    Acceleration; Remedies......................................     91

ARTICLE VIII THE ADMINISTRATIVE AGENT.........................................     92
   Section 8.1    Appointment.................................................     92
   Section 8.2    Delegation of Duties........................................     92
   Section 8.3    Exculpatory Provisions......................................     92
   Section 8.4    Reliance by Administrative Agent............................     93
   Section 8.5    Notice of Default...........................................     93
   Section 8.6    Non-Reliance on Administrative Agent and Other Lenders......     94
   Section 8.7    Indemnification.............................................     94
   Section 8.8    Administrative Agent in Its Individual Capacity.............     95
   Section 8.9    Successor Administrative Agent..............................     95
   Section 8.10   Nature of Duties............................................     95
   Section 8.11   Releases....................................................     95
   Section 8.12   Syndication Agent and Documentation Agent...................     96

ARTICLE IX MISCELLANEOUS......................................................     96
   Section 9.1    Amendments, Waivers and Release of Collateral...............     96
   Section 9.2    Notices.....................................................     98
   Section 9.3    No Waiver; Cumulative Remedies..............................    100
   Section 9.4    Survival of Representations and Warranties..................    100
   Section 9.5    Payment of Expenses and Taxes...............................    100
   Section 9.6    Successors and Assigns; Participations; Purchasing Lenders..    101
   Section 9.7    Adjustments; Set-off........................................    105
   Section 9.8    Table of Contents and Section Headings......................    106
   Section 9.9    Counterparts................................................    106
   Section 9.10   Effectiveness...............................................    106
   Section 9.11   Severability................................................    106
   Section 9.12   Integration.................................................    106
   Section 9.13   Governing Law...............................................    107
   Section 9.14   Consent to Jurisdiction and Service of Process..............    107
   Section 9.15   Confidentiality.............................................    107
   Section 9.16   Acknowledgments.............................................    108
   Section 9.17   Waivers of Jury Trial; Waiver of Consequential Damages......    109
   Section 9.18   Patriot Act Notice..........................................    109

ARTICLE X GUARANTY............................................................    109
   Section 10.1   The Guaranty................................................    109
   Section 10.2   Bankruptcy..................................................    110
   Section 10.3   Nature of Liability.........................................    110
   Section 10.4   Independent Obligation......................................    111
</TABLE>


                                       iii

<PAGE>

<TABLE>
<S>                                                                               <C>
   Section 10.5   Authorization...............................................    111
   Section 10.6   Reliance....................................................    111
   Section 10.7   Waiver......................................................    111
   Section 10.8   Limitation on Enforcement...................................    113
   Section 10.9   Confirmation of Payment.....................................    113
</TABLE>


                                       iv

<PAGE>

<TABLE>
<CAPTION>
SCHEDULES
---------
<S>                  <C>
Schedule 1.1(a)      Account Designation Letter
Schedule 1.1(b)      Investments
Schedule 1.1(c)      Liens
Schedule 1.1(d)      Historical EBITDA Adjustments
Schedule 1.1(e)      Maximum Post Closing EBITDA Adjustments
Schedule 1.1(f)      Existing Letters of Credit
Schedule 2.1(b)(i)   Form of Notice of Borrowing
Schedule 2.1(e)      Form of Revolving Note
Schedule 2.4(d)      Form of Swingline Note
Schedule 2.10        Form of Notice of Conversion/Extension
Schedule 3.3         Jurisdictions of Organization and Qualification
Schedule 3.12        Subsidiaries
Schedule 3.16        Intellectual Property
Schedule 3.19(a)     Location of Real Property and Collateral
Schedule 3.19(b)     Chief Executive Offices
Schedule 3.22        Labor Matters
Schedule 3.24        Material Contracts
Schedule 3.25        Insurance
Schedule 3.30        Directors; Capitalization
Schedule 4.1(b)      Form of Secretary's Certificate
Schedule 4.1(h)      Form of Solvency Certificate
Schedule 5.10        Form of Joinder Agreement
Schedule 6.1(b)      Indebtedness
Schedule 6.6         Transactions with Affiliates
Schedule 9.6(c)      Form of Commitment Transfer Supplement
</TABLE>


                                        v

<PAGE>

     CREDIT AGREEMENT, dated as of January 24, 2006, among BELDEN CDT INC., a
Delaware corporation (the "Borrower"), each of the Material Domestic
Subsidiaries of the Borrower (identified as a "Guarantor" on the signature pages
hereto) and such future Material Domestic Subsidiaries of the Borrower as may
from time to time become a party hereto (collectively, the "Guarantors" and each
individually, a "Guarantor"), the several banks and other financial institutions
from time to time parties to this Credit Agreement (collectively, the "Lenders"
and individually, a "Lender"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent" or the "Agent").

                                   WITNESSETH:

     WHEREAS, the Borrower has requested that the Lenders make loans and other
financial accommodations to the Borrower in the amount of up to $165,000,000;
and

     WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower on the terms and conditions contained herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS

     SECTION 1.1 DEFINED TERMS.

     As used in this Credit Agreement, terms defined in the preamble to this
Credit Agreement have the meanings therein indicated, and the following terms
have the following meanings:

     "ABR Default Rate" shall have the meaning set forth in Section 2.9.

     "Account Designation Letter" shall mean the Account Designation Letter
dated as of the Closing Date from the Borrower to the Administrative Agent in
substantially the form attached hereto as Schedule 1.1(a).

     "Additional Credit Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.10.

     "Additional Loan" shall have the meaning set forth in Section 2.5.

     "Administrative Agent" or "Agent" shall have the meaning set forth in the
first paragraph of this Credit Agreement and any successors in such capacity.

<PAGE>

     "Administrative Details Form" shall mean, with respect to any Lender, a
document containing such Lender's contact information for purposes of notices
provided under this Credit Agreement and account details for purposes of
payments made to such Lender under this Credit Agreement.

     "Affiliate" shall mean 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, a Person shall be deemed to be
"controlled by" a Person if such Person possesses, directly or indirectly, power
either (a) to vote 15% or more of the securities having ordinary voting power
for the election of directors (or Persons performing similar functions) of such
Person or (b) to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise.

     "Agreement" or "Credit Agreement" shall mean this Credit Agreement, as
amended, restated, amended and restated, modified or supplemented from time to
time in accordance with its terms.

     "Alternate Base Rate" shall mean, for any day, a rate per annum 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, at any time, the rate of interest per annum publicly
announced from time to time by Wachovia at its principal office in Charlotte,
North Carolina as its prime rate. Each change in the Prime Rate shall be
effective as of the opening of business on the day such change in the Prime Rate
occurs. The parties hereto acknowledge that the rate announced publicly by
Wachovia as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its customers or other banks; and "Federal
Funds Effective Rate" shall mean, 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 on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
presumed correct in the absence of demonstrable error) that it is unable to
ascertain the Federal Funds Effective Rate, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient quotations
in accordance with the terms above, the Alternate Base Rate shall be determined
without regard to clause (b) of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the opening of business on the date of such
change.

     "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

     "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable level then in effect, it being understood
that the Applicable Percentage for (a) Revolving Loans that are LIBOR Rate Loans
shall be the percentage set forth under the


                                       2

<PAGE>

column "LIBOR Margin & L/C Fee", (b) Revolving Loans that are Alternate Base
Rate Loans shall be the percentage set forth under the column "Base Rate
Margin", and (c) the Commitment Fee shall be the percentage set forth under the
column "Commitment Fee".

<TABLE>
<CAPTION>
               Total               LIBOR Margin
Level      Leverage Ratio           & L/C Fee     Base Rate Margin   Commitment Fee
-----   -------------------        ------------   ----------------   --------------
<S>     <C>                        <C>            <C>                <C>
  I        > or = 3.00 to 1.0          1.75%            0.75%             0.50%

  II    > or = 2.00 to 1.0 but <       1.50%            0.50%            0.375%
          3.00 to 1.0

  III   > or = 1.00 to 1.0 but <       1.25%            0.25%            0.375%
          2.00 to 1.0

  IV         < 1.00 to 1.0             1.00%            0.00%             0.25%
</TABLE>

     The Applicable Percentage shall, in each case, be determined and adjusted
quarterly on the date five (5) Business Days after the date on which the
Administrative Agent has received from the Credit Parties the quarterly
financial information (in the case of the first three (3) fiscal quarters of
each fiscal year of the Borrower), the annual financial information (in the case
of the fourth fiscal quarter of each fiscal year of the Borrower) and the
certifications required to be delivered to the Administrative Agent and the
Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b)
(each an "Interest Determination Date"). Such Applicable Percentage shall be
effective from such Interest Determination Date until the next such Interest
Determination Date. The Applicable Percentage shall be as set forth above
opposite Level III until the first Interest Determination Date after the Closing
Date. After the Closing Date, if the Credit Parties shall fail to provide the
financial information or certifications in accordance with the provisions of
Sections 5.1(a), 5.1(b) and 5.2(b), the Applicable Percentage shall, on the date
five (5) Business Days after the date by which the Credit Parties were so
required to provide such financial information or certifications to the
Administrative Agent and the Lenders, be based on Level I until such time as
such information or certifications are provided, whereupon the Level shall be
determined by the then current Total Leverage Ratio.

     "Approved Fund" shall mean, with respect to any Lender, any fund or trust
or entity that invests in commercial bank loans in the ordinary course of
business and is advised or managed by (a) such Lender, (b) an Affiliate of such
Lender, (c) any other Lender or any Affiliate thereof or (d) the same investment
advisor as any Person described in clauses (a) - (c).

     "Arranger" shall mean Wachovia Capital Markets, LLC.

     "Asset Disposition" shall mean the disposition of any or all of the assets
(including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of any Credit Party or any Subsidiary of
a Credit Party whether by sale, lease, transfer or otherwise. The term "Asset
Disposition" shall not include (i) the sale, lease, transfer or other
disposition of assets permitted by Section 6.4(a)(i) -(iv) hereof, and to the
extent that any repayment of the Revolving Loans from the Net Cash Proceeds
derived therefrom would result in adverse tax consequences to the Credit
Parties, Section 6.4(a)(v) hereof, (ii) any issuance by any Credit Party or its
Subsidiaries of shares of its Capital Stock or warrants, options or other


                                       3

<PAGE>

similar rights which are exercisable for or convertible into shares or interests
of its Capital Stock or (iii) a Recovery Event.

     "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

     "Bankruptcy Event" shall mean the occurrence of an Event of Default under
Section 7.1(f).

     "Borrower" shall have the meaning set forth in the first paragraph of this
Credit Agreement.

     "Borrowing Date" shall mean, in respect of any Loan, the date such Loan is
made.

     "Business" shall have the meaning set forth in Section 3.10.

     "Business Day" shall mean a day other than a Saturday, Sunday or other day
on which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or required by law to close; provided, however, that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan, the term "Business Day" shall also exclude any day on which banks in
London, England are not open for dealings in Dollar deposits in the London
interbank market.

     "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

     "Capital Lease Obligations" shall mean the capitalized lease obligations
relating to a Capital Lease determined in accordance with GAAP.

     "Capital Stock" shall mean (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

     "Cash Equivalents" shall mean (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (b)
Dollar denominated time deposits, certificates of deposit, Eurodollar time
deposits and Eurodollar certificates of deposit of (i) any domestic commercial
bank of recognized standing having capital and surplus in excess of $250,000,000
or (ii) any bank whose short-term commercial paper rating from S&P is at least
A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in


                                       4

<PAGE>

each case with maturities of not more than 364 days from the date of
acquisition, (c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within six months of the date of acquisition, (d)
repurchase agreements with a bank or trust company (including a Lender) or a
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America, (e) obligations of any State of the United States or any
political subdivision thereof for the payment of the principal and redemption
price of and interest on which there shall have been irrevocably deposited
Government Obligations maturing as to principal and interest at times and in
amounts sufficient to provide such payment, (f) auction preferred stock rated in
the highest short-term credit rating category by S&P or Moody's and (g) shares
of money market mutual or similar funds which invest primarily in assets
satisfying the requirements of clauses (a) through (f) of this definition.

     "Change of Control" shall mean at any time the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in Section
13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of 20% or more of
the then outstanding Voting Stock of the Borrower; (b) the replacement of a
majority of the Board of Directors of the Borrower over a one-year period from
the directors who constituted the Board of Directors at the beginning of such
period, and such replacement shall not have been approved by a vote of at least
a majority of the Board of Directors of the Borrower then still in office who
either were members of such Board of Directors at the beginning of such period
or whose election as a member of such Board of Directors was previously so
approved or (c) the occurrence of a "Change of Control" under and as defined in
any of the Senior Note Purchase Documents or any of the Subordinated Debt
Documents.

     "Closing Date" shall mean the date of this Credit Agreement.

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

     "Collateral" shall mean a collective reference to the collateral which is
identified in, and at any time may be covered by, the Security Documents and any
other property or assets of a Credit Party, whether tangible or intangible, that
from time to time secure the Credit Party Obligations.

     "Commitments" shall mean the Revolving Commitment, the LOC Commitment and
the Swingline Commitment, individually or collectively, as appropriate.

     "Commitment Fee" shall have the meaning set forth in Section 2.6(a).

     "Commitment Period" shall mean (a) with respect to Revolving Loans, the
period from and including the Closing Date to but excluding the Maturity Date
and (b) with respect to Letters


                                       5

<PAGE>

of Credit, the period from and including the Closing Date to but excluding the
date that is thirty (30) days prior to the Maturity Date.

     "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

     "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which 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.

     "Consolidated Capital Expenditures" shall mean, for any period, all capital
expenditures (other than Permitted Acquisitions) of the Credit Parties and their
Subsidiaries on a combined basis for such period, as determined in accordance
with GAAP. The term "Consolidated Capital Expenditures" shall not include
capital expenditures in respect of the reinvestment of proceeds derived from
Asset Dispositions or Recovery Events received by the Credit Parties and their
Subsidiaries to the extent that such reinvestment is permitted under the Credit
Documents.

     "Consolidated Cash Interest Expense" shall mean, as of any date of
determination for the four fiscal quarter period ending on such date, all cash
interest expense (excluding amortization of debt discount and premium, but
including the cash interest component under Capital Leases and synthetic leases,
tax retention operating leases, off-balance sheet loans and similar off-balance
sheet financing products) for such period of the Credit Parties and their
Subsidiaries on a consolidated basis.

     "Consolidated EBITDA" shall mean, as of any date of determination for the
four fiscal quarter period ending on such date, (a) Consolidated Net Income for
such period, plus (b) the sum of the following to the extent deducted in
calculating Consolidated Net Income: (i) Consolidated Cash Interest Expense for
such period, (ii) tax expense (including, without limitation, any federal,
state, local and foreign income, value added, franchise, withholding and similar
taxes) of the Credit Parties and their Subsidiaries for such period, (iii)
depreciation, amortization and other non-cash charges (excluding non-cash
charges that are expected to become cash charges in a future period or that are
reserves for future cash charges) for such period, and (iv) one-time charges
incurred in connection with merger and restructuring activities prior to the
Closing Date, as set forth on Schedule 1.1(d), and other one-time charges
incurred in connection with restructuring activities after the Closing Date in
an amount not to exceed the amounts set forth on Schedule 1.1(e).

     "Consolidated Net Income" shall mean, as of any date of determination for
the four fiscal quarter period ending on such date, the net income (excluding
extraordinary losses and gains and all non-cash income, rebates and other
benefits, but including interest income) of the Credit Parties and their
Subsidiaries on a consolidated basis for such period, as determined in
accordance with GAAP.


                                       6

<PAGE>

     "Consolidated Revenues" shall mean, for any period, revenues for such
period of the Credit Parties and their Domestic Subsidiaries on a consolidated
basis, as determined in accordance with GAAP.

     "Consolidated Total Assets" shall mean, for any period, the book value of
all assets of the Credit Parties and their Domestic Subsidiaries on a
consolidated basis, as determined in accordance with GAAP.

     "Contractual Obligation" shall mean, as to any Person, any provision of any
contract, agreement, instrument or undertaking to which such Person is a party
or by which it or any of its property is bound.

     "Copyright Licenses" shall mean any agreement, whether written or oral,
providing for the grant by or to a Credit Party of any right under any
Copyright, including, without limitation, any thereof referred to in Schedule
3.16 to this Credit Agreement, but excluding any license of a Copyright to a
Credit Party with respect to generally available products.

     "Copyrights" shall mean all copyrights of the Credit Parties and their
Subsidiaries in all Works, now existing or hereafter created or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Copyright Office or in any similar
office or agency of the United States, any state thereof or any other country or
any political subdivision thereof, or otherwise, including, without limitation,
any thereof referred to in Schedule 3.16 and all renewals thereof.

     "Credit Documents" shall mean this Credit Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit, the Commitment Transfer Supplements,
the LOC Documents and the Security Documents and all other agreements,
documents, certificates and instruments delivered to the Administrative Agent or
any Lender by any Credit Party in connection therewith (other than any
agreement, document, certificate or instrument related to a Hedging Agreement).

     "Credit Party" or "Credit Parties" shall mean any of the Borrower or the
Guarantors, individually or collectively, as appropriate.

     "Credit Party Obligations" shall mean, without duplication, (a) all of the
obligations, indebtedness and liabilities of the Credit Parties to the Lenders
(including the Issuing Lender and the Swingline Lender) and the Administrative
Agent, whenever arising, including principal, interest, fees, reimbursements and
indemnification obligations and other amounts (including, but not limited to,
any interest accruing after the occurrence of a filing of a petition of
bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code), in each case arising under this Credit Agreement, the Notes or any of the
other Credit Documents, and (b) all liabilities and obligations, whenever
arising, owing from any Credit Party or any of their Subsidiaries to any Hedging
Agreement Provider arising under any Secured Hedging Agreement.


                                       7

<PAGE>

     "Debt Issuance" shall mean the issuance of any Indebtedness for borrowed
money by any Credit Party or any of its Subsidiaries (excluding, for purposes
hereof, any Indebtedness of any Credit Party and its Subsidiaries permitted to
be incurred pursuant to Section 6.1(a) - (o)).

     "Default" shall mean any event which constitutes an Event of Default or
which with the giving of notice or lapse of time or both would, unless cured or
waived, become an Event of Default.

     "Defaulting Lender" shall mean, at any time, any Lender that, at such time
(a) has failed to make a Loan or fund a Participation Interest required pursuant
to the terms of this Credit Agreement and such failure is continuing, (b) has
failed to pay to the Administrative Agent or any Lender an amount owed by such
Lender pursuant to the terms of this Credit Agreement and such default remains
uncured, or (c) has been deemed insolvent or has become subject to a bankruptcy
or insolvency proceeding or to a receiver, trustee or similar official.

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

     "Domestic Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's Domestic Lending Office shown in such Lender's
Administrative Details Form; and thereafter, such other office of such Lender as
such Lender may from time to time specify to the Administrative Agent and the
Borrower as the office of such Lender at which Alternate Base Rate Loans of such
Lender are to be made.

     "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

     "Engagement Letter" shall mean the letter agreement dated October 20, 2005,
addressed to the Borrower from the Arranger, as amended, modified or otherwise
supplemented from time to time.

     "Environmental Laws" shall mean any and all applicable foreign, federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees or requirements of any Governmental Authority, or
other Requirement of Law (including common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human health
or the environment, as now or may at any time be in effect during the term of
this Credit Agreement.

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

     "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such


                                       8

<PAGE>

Board as in effect from time to time, or any similar category of liabilities for
a member bank of the Federal Reserve System in New York City.

     "Event of Default" shall mean any of the events specified in Section 7.1;
provided, however, that any requirement for the giving of notice or the lapse of
time, or both, and any other condition, has been satisfied.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Excluded Equipment" shall mean (a) any equipment subject to a Purchase
Money Lien as to which the purchase money creditor holding such Lien prohibits
other Liens thereon without its prior consent, unless and until either (i) such
creditor grants such consent or (ii) the Indebtedness secured by such Lien has
been fully paid and satisfied; (b) any equipment with respect to which the
rights of possession and use of any Credit Party are created pursuant to a lease
which does not create a security interest, unless and until such time (if any)
as such Credit Party acquires title to such equipment from the lessor or the
lessor abandons its rights and claims thereto; and (c) Vehicles.

     "Excluded Intercompany Instruments" shall have the meaning set forth in
Section 5.12(b).

     "Existing Letters of Credit" shall mean each of the letters of credit
described by date of issuance, amount, beneficiary and the date of expiry on
Schedule 1.1(f) hereto.

     "Extension of Credit" shall mean, as to any Lender, the making of a Loan by
such Lender, or the issuance of or participation in the issuance of a Letter of
Credit by such Lender.

     "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

     "Fixed Charge Coverage Ratio" shall mean, as of any date of determination,
with respect to the Borrower and its Subsidiaries on a consolidated basis for
the four fiscal quarter period ending on such date, the ratio of (a) the sum of
Consolidated EBITDA for such period minus Consolidated Capital Expenditures for
such period, to (b) the sum of Consolidated Cash Interest Expense for such
period plus Scheduled Funded Debt Payments for such period plus any cash
dividends or distributions made by the Borrower during such period (excluding
any dividends or distributions made in accordance with clause (f) of Section
6.10) plus an amount equal to, to the extent positive, taxes paid in cash by the
Credit Parties and their Subsidiaries during such period net of cash tax refunds
received by the Credit Parties and their Subsidiaries.

     "Foreign Subsidiary" shall mean any Subsidiary of the Borrower or one of
its Subsidiaries that is not a Domestic Subsidiary.

     "Funded Debt" shall mean, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily


                                       9

<PAGE>

made, (c) all obligations of such Person under conditional sale or other title
retention agreements relating to property purchased by such Person (other than
customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business), (d) all obligations
(including, without limitation, earnout obligations) of such Person incurred,
issued or assumed as the deferred purchase price of property or services
purchased by such Person (other than trade debt incurred in the ordinary course
of business and due within six months of the incurrence thereof) which would
appear as liabilities on a balance sheet of such Person, (e) the principal
portion of all obligations of such Person under Capital Leases plus any accrued
interest thereon, (f) the maximum face amount of all letters of credit issued or
bankers' acceptances facilities created for the account of such Person and,
without duplication, all drafts drawn thereunder (to the extent unreimbursed),
(g) all preferred Capital Stock issued by such Person and which by the terms
thereof could be (at the request of the holders thereof or otherwise) subject to
mandatory sinking fund payments, redemption or other acceleration, (h) the
principal balance outstanding under any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product,
(i) all obligations of such Person under Hedging Agreements, excluding any
portion thereof which would be accounted for as interest expense under GAAP, (j)
all Indebtedness of others of the type described in clauses (a) through (i)
hereof secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of
the proceeds of production from, property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, (k) all
Guaranty Obligations of such Person with respect to Indebtedness of another
Person of the type described in clauses (a) through (i) hereof, and (l) all
Indebtedness of the type described in clauses (a) through (i) hereof of any
partnership or unincorporated joint venture in which such Person is a general
partner or a joint venturer for which such Person is legally obligated or has a
reasonable expectation of being liable with respect thereto.

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States of America applied on a consistent basis, subject, however, in the
case of determination of compliance with the financial covenants set out in
Section 5.9, to the provisions of Section 1.3.

     "Government Acts" shall have the meaning set forth in Section 2.19.

     "Governmental Approvals" shall mean all authorizations, consents,
approvals, permits, licenses and exemptions of, registrations and filings with,
and reports to, all Governmental Authorities.

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

     "Guarantor" shall have the meaning set forth in the first paragraph of this
Credit Agreement.

     "Guaranty" shall mean the guaranty of the Guarantors set forth in Article
X.


                                       10

<PAGE>

     "Guaranty Obligations" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Indebtedness or
any property constituting security therefor, (b) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (c) to lease or
purchase property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the
holder of such Indebtedness against loss in respect thereof. The amount of any
Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

     "Hedging Agreement Provider" shall mean any Person that enters into a
Secured Hedging Agreement with a Credit Party or any of its Subsidiaries that is
permitted by Section 6.1(e) to the extent such Person is a Lender, an Affiliate
of a Lender or any other Person that was a Lender (or an Affiliate of a Lender)
at the time it entered into the Secured Hedging Agreement but has ceased to be a
Lender (or whose Affiliate has ceased to be a Lender) under the Credit
Agreement.

     "Hedging Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against fluctuations in interest rates, or
currency or raw materials values, including, without limitation, any interest
rate swap, cap or collar agreement or similar arrangement between such Person
and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate hedging agreements.

     "Incremental Facility" shall have the meaning set forth in Section 2.5.

     "Indebtedness" shall mean, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations (including, without limitation, earnout
obligations) of such Person incurred, issued or assumed as the deferred purchase
price of property or services purchased by such Person (other than trade debt
incurred in the ordinary course of business and due within six months of the
incurrence thereof) which would appear as liabilities on a balance sheet of such
Person, (e) all obligations of such Person under take-or-pay or similar
arrangements or under commodities agreements, (f) all Guaranty Obligations of
such Person with respect to Indebtedness of another Person of the type described
in clauses (a) through (i) hereof, (g) the principal portion of all Capital
Lease Obligations of such Person plus accrued interest thereon, (h) all
obligations of such Person under Hedging


                                       11

<PAGE>

Agreements, excluding any portion thereof which would be accounted for as
interest expense under GAAP, (i) the maximum amount of all letters of credit
issued or bankers' acceptances facilities created for the account of such Person
and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (j) all Indebtedness of others of the type described in clauses
(a) through (i) hereof secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on,
or payable out of the proceeds of production from, property owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed,
(k) all preferred Capital Stock issued by such Person and which by the terms
thereof could be (at the request of the holders thereof or otherwise) subject to
mandatory sinking fund payments, redemption or other acceleration, (l) the
principal balance outstanding under any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product and
(m) the Indebtedness of the type described in clauses (a) through (i) hereof of
any partnership or unincorporated joint venture in which such Person is a
general partner or a joint venturer.

     "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

     "Intellectual Property" shall mean the Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses of the Credit
Parties and their Subsidiaries (or, as the context may require, of the Credit
Parties only), all goodwill associated therewith and all rights to sue for
infringement thereof.

     "Interest Determination Date" shall have the meaning assigned thereto in
the definition of "Applicable Percentage".

     "Interest Payment Date" shall mean (a) as to any Alternate Base Rate Loan
or Swingline Loan, the last Business Day of each March, June, September and
December and on the Maturity Date, (b) as to any LIBOR Rate Loan having an
Interest Period of three months or less, the last day of such Interest Period,
(c) as to any LIBOR Rate Loan having an Interest Period longer than three (3)
months, (i) each three (3) month anniversary following the first day of such
Interest Period (which if not a Business Day shall be extended to the next
succeeding Business Day) and (ii) the last day of such Interest Period and (d)
as to any Loan which is the subject of a mandatory prepayment required pursuant
to Section 2.8(b), the date on which such mandatory prepayment is due.

     "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

          (a) initially, the period commencing on the Borrowing Date or
     conversion date, as the case may be, with respect to such LIBOR Rate Loan
     and ending one, two, three or, subject to availability to all applicable
     Lenders, six months thereafter, as selected by the Borrower in the Notice
     of Borrowing or Notice of Conversion given with respect thereto; and

          (b) thereafter, each period commencing on the last day of the
     immediately preceding Interest Period applicable to such LIBOR Rate Loan
     and ending one, two,


                                       12

<PAGE>

     three or, subject to availability to all applicable Lenders, six months
     thereafter, as selected by the Borrower by irrevocable notice to the
     Administrative Agent not less than three Business Days prior to the last
     day of the then current Interest Period with respect thereto; provided that
     the foregoing provisions are subject to the following:

               (i) if any Interest Period pertaining to a LIBOR Rate Loan 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) any Interest Period pertaining to a LIBOR Rate Loan 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 the relevant calendar month;

               (iii) if the Borrower shall fail to give notice as provided
          above, the Borrower shall be deemed to have selected an Alternate Base
          Rate Loan to replace the affected LIBOR Rate Loan;

               (iv) no Interest Period in respect of any Loan shall extend
          beyond the applicable Maturity Date; and

               (v) no more than six (6) LIBOR Rate Loans may be in effect at any
          time. For purposes hereof, LIBOR Rate Loans with different Interest
          Periods shall be considered as separate LIBOR Rate Loans, even if they
          shall begin on the same date, although borrowings, extensions and
          conversions may, in accordance with the provisions hereof, be combined
          at the end of existing Interest Periods to constitute a new LIBOR Rate
          Loan with a single Interest Period.

     "Investment" shall mean (a) the acquisition (whether for cash, property,
services, assumption of Indebtedness, securities or otherwise) of shares of
Capital Stock, other ownership interests or other securities of any Person or
bonds, notes, debentures or all or substantially all of the assets of any Person
or (b) any deposit with, or advance, loan or other extension of credit to, any
Person (other than deposits made in the ordinary course of business) or (c) any
other capital contribution to or investment in any Person, including, without
limitation, any Guaranty Obligation (including any support for a letter of
credit issued on behalf of such Person) incurred for the benefit of such Person.

     "Issuing Lender" shall mean, with respect to (i) Existing Letters of Credit
and (ii) Letters of Credit issued hereunder, Wachovia or any successor in such
capacity.

     "Issuing Lender Fees" shall have the meaning set forth in Section 2.6(c).


                                       13

<PAGE>

     "Joinder Agreement" shall mean a Joinder Agreement in substantially the
form of Schedule 5.10, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.10.

     "Lender" shall have the meaning set forth in the first paragraph of this
Credit Agreement and shall include the Issuing Lender and the Swingline Lender.

     "Lender Commitment Letter" shall mean, with respect to any Lender, the
letter (or other correspondence) to such Lender from the Administrative Agent
notifying such Lender of its LOC Commitment and/or Revolving Commitment
Percentage.

     "Letter of Credit" shall mean (a) any letter of credit issued by the
Issuing Lender pursuant to the terms hereof and (b) any Existing Letter of
Credit, in each case as such letter of credit may be amended, modified,
extended, renewed or replaced from time to time.

     "Letter of Credit Facing Fee" shall have the meaning set forth in Section
2.6(c).

     "Letter of Credit Fee" shall have the meaning set forth in Section 2.6(b).

     "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
A.M. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than
one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such rates (rounded upwards, if necessary, to the
nearest 1/100 of 1%). If, for any reason, neither of such rates is available,
then "LIBOR" shall mean the rate per annum at which, as determined by the
Administrative Agent, Dollars in an amount comparable to the Loan then requested
are being offered to leading banks at approximately 11:00 A.M. London time, two
(2) Business Days prior to the commencement of the applicable Interest Period
for settlement in immediately available funds by leading banks in the London
interbank market for a period equal to the Interest Period selected.

     "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office in such Lender's Administrative
Details Form; and thereafter, such other office of such Lender as such Lender
may from time to time specify to the Administrative Agent and the Borrower as
the office of such Lender at which the LIBOR Rate Loans of such Lender are to be
made.


                                       14

<PAGE>

     "LIBOR Rate" shall mean a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the Administrative Agent pursuant
to the following formula:

                                        LIBOR
          LIBOR Rate =   ------------------------------------
                         1.00 - Eurodollar Reserve Percentage

     "LIBOR Rate Loans" shall mean Loans the rate of interest applicable to
which is based on the LIBOR Rate.

     "Lien" shall mean any mortgage, pledge, hypothecation, assignment for
security, deposit arrangement in which a lien arises, encumbrance, lien
(statutory or other), charge or other security interest or any other security
agreement or preferential arrangement which has the practical effect of
constituting a security interest, as to property of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement and any Capital Lease having substantially the same economic
effect as any of the foregoing).

     "Loan" shall mean a Revolving Loan and/or a Swingline Loan, as appropriate.

     "LOC Commitment" shall mean the commitment of the Issuing Lender to issue
Letters of Credit on or after the Closing Date in an amount up to the LOC
Committed Amount and with respect to each Revolving Lender, the commitment of
such Revolving Lender to purchase Participation Interests in Letters of Credit
based on such Revolving Lender's Revolving Commitment Percentage, as such amount
may be reduced from time to time in accordance with the provisions hereof.

     "LOC Committed Amount" shall have the meaning set forth in Section 2.3(a).

     "LOC Documents" shall mean, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (a) the rights and obligations of
the parties concerned or (b) any collateral security for such obligations.

     "LOC Obligations" shall mean, at any time, the sum of (a) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (b) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed. For purposes of determining the LOC
Obligations for any Existing Letter of Credit denominated in Pounds Sterling,
the face amount of such Existing Letter of Credit and any drawings under such
Existing Letter of Credit shall be converted to Dollars based on the spot rate,
as determined by the Administrative Agent on any date of determination.

     "Mandatory LOC Borrowing" shall have the meaning set forth in Section
2.3(e).


                                       15

<PAGE>

     "Mandatory Swingline Borrowing" shall have the meaning set forth in Section
2.4(b)(ii).

     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property, assets or financial condition of the Credit
Parties and their Subsidiaries taken as a whole, (b) the ability of the Credit
Parties to perform their material obligations, when such obligations are
required to be performed, under this Credit Agreement, any of the Notes or any
other Credit Document or (c) the validity or enforceability of this Credit
Agreement, any of the Notes or any of the other Credit Documents or the rights
or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

     "Material Contract" shall mean (a) any contract or other agreement, written
or oral, of the Credit Parties or any of their Subsidiaries involving monetary
liability of or to any such Person in an amount in excess of $50,000,000 per
annum and (b) any other contract, agreement, permit or license of the Credit
Parties or any of their Subsidiaries on which the business of the Borrower and
its Subsidiaries (taken as a whole) is substantially dependent.

     "Material Domestic Subsidiary" shall mean, as of any date of determination,
any direct or indirect Domestic Subsidiary of the Borrower that (a) holds the
Capital Stock of a Credit Party or (b) individually generates more than five
percent (5%) of the Consolidated Revenues for the period of four (4) consecutive
fiscal quarters ending as of the end of the fiscal quarter immediately preceding
such date of determination on a Pro Forma Basis (in the case of a newly acquired
Subsidiary) or five percent (5%) of Consolidated Total Assets as of the end of
the fiscal quarter immediately preceding such date of determination on a Pro
Forma Basis (in the case of a newly acquired Subsidiary); provided that, in the
event the Consolidated Revenues or Consolidated Total Assets of all Domestic
Subsidiaries that do not constitute Material Domestic Subsidiaries exceeds
fifteen percent (15%) of the Consolidated Revenues or Consolidated Total Assets,
the Borrower (or the Administrative Agent, in the event the Borrower has failed
to do so within ten (10) days of request therefor by the Administrative Agent)
shall, to the extent necessary, designate sufficient Domestic Subsidiaries to be
deemed to be "Material Domestic Subsidiaries" to eliminate such excess, and such
designated Domestic Subsidiaries shall thereafter constitute Material Domestic
Subsidiaries.

     "Materials of Environmental Concern" shall mean any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

     "Maturity Date" shall mean January 24, 2011.

     "Minimum Liquidity" shall mean, as of any date of determination, the sum of
cash of the Borrower held in accounts located in the United States plus the
unused amount of the Revolving Committed Amount.

     "Moody's" shall mean Moody's Investors Service, Inc.


                                       16

<PAGE>

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

     "Net Cash Proceeds" shall mean the aggregate cash proceeds received by any
Credit Party or any Subsidiary in respect of any Asset Disposition, Debt
Issuance or Recovery Event, net of (a) direct costs paid or payable as a result
thereof (including, without limitation, legal, accounting and investment banking
fees, and sales commissions) and (b) taxes paid or payable as a result thereof;
it being understood that "Net Cash Proceeds" shall include, without limitation,
any cash received upon the sale or other disposition of any non-cash
consideration received by any Credit Party or any Subsidiary in respect of any
Asset Disposition, Debt Issuance or Recovery Event.

     "Note" or "Notes" shall mean the Revolving Notes and/or the Swingline
Notes, collectively, separately or individually, as appropriate.

     "Note Purchase Agreement (1997)" shall mean that certain Note Purchase
Agreement dated as of August 1, 1997 among Belden Inc. and certain noteholders
from time to time party thereto, as amended by that certain First Amendment to
Note Purchase Agreement dated as of September 1, 1999 and as such agreement may
be hereafter amended, restated, supplemented, refinanced, increased or reduced
from time to time, subject to the terms of this Agreement.

     "Note Purchase Agreement (1999)" shall mean that certain Note Purchase
Agreement dated as of September 1, 1999 among Belden Inc. and certain
noteholders from time to time party thereto, as such agreement may be hereafter
amended, restated, supplemented, refinanced, increased or reduced from time to
time, subject to the terms of this Agreement.

     "Notice of Borrowing" shall mean a request for a Revolving Loan borrowing
pursuant to Section 2.1(b)(i) or a request for a Swingline Loan borrowing
pursuant to Section 2.4(b)(i), as appropriate. A Form of Notice of Borrowing is
attached as Schedule 2.1(b)(i).

     "Notice of Conversion/Extension" shall mean the written notice of
conversion of a LIBOR Rate Loan to an Alternate Base Rate Loan or an Alternate
Base Rate Loan to a LIBOR Rate Loan, or continuation of a LIBOR Rate Loan, in
each case substantially in the form of Schedule 2.10.

     "OFAC" shall mean the U.S. Department of the Treasury's Office of Foreign
Assets Control.

     "Operating Lease" shall mean, as applied to any Person, any lease
(including, without limitation, leases which may be terminated by the lessee at
any time) of any property (whether real, personal or mixed) which is not a
Capital Lease other than any such lease in which that Person is the lessor.

     "Participant" shall have the meaning set forth in Section 9.6(b).


                                       17

<PAGE>

     "Participation Interest" shall mean a participation interest purchased by a
Revolving Lender in LOC Obligations as provided in Section 2.3(c) and in
Swingline Loans as provided in Section 2.4.

     "Patent Licenses" shall mean all agreements, whether written or oral,
providing for the grant by or to a Credit Party of any right to manufacture, use
or sell any invention covered by a Patent, including, without limitation, any
thereof referred to in Schedule 3.16 to the Credit Agreement.

     "Patents" shall mean (a) all letters patent of the United States or any
other country, now existing or hereafter arising, and all improvement patents,
reissues, reexaminations, patents of additions, renewals and extensions thereof,
including, without limitation, any thereof referred to in Schedule 3.16 to this
Credit Agreement, and (b) all applications for letters patent of the United
States or any other country, now existing or hereafter arising, and all
provisionals, divisions, continuations and continuations-in-part and substitutes
thereof, including, without limitation, any thereof referred to in Schedule 3.16
to this Credit Agreement.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

     "Perfection Collateral" shall mean that portion of the Collateral as to
which perfection of the Lien thereon is contemplated pursuant to Section
5.12(c)(i) and, upon the Administrative Agent's notification to the Borrower
thereof, pursuant to Section 5.12(c)(ii).

     "Permitted Acquisition" shall mean an acquisition or any series of related
acquisitions by a Credit Party of (a) all or substantially all of the assets or
a majority of the Voting Stock of a Person, (b) a Person by a merger,
amalgamation or consolidation or any other combination with such Person or (c)
any division, line of business or other business unit of a Person (such Person
or such division, line of business or other business unit of such Person shall
be referred to herein as the "Target"), in each case that is a type of business
(or assets used in a type of business) permitted to be engaged in by the Credit
Parties and their Subsidiaries pursuant to Section 6.3, so long as (i) no
Default or Event of Default shall then exist or would exist after giving effect
thereto, (ii) the Credit Parties shall demonstrate to the reasonable
satisfaction of the Administrative Agent that, after giving effect to the
acquisition on a Pro Forma Basis, (A) the Total Leverage Ratio as of the last
day of the most recently completed fiscal quarter of the Borrower shall be (I)
during the period from the Closing Date through and including December 31, 2006,
less than 3.50 to 1.0 and (II) on and after January 1, 2007, less than 3.25 to
1.0, and (B) the Credit Parties are in compliance with each of the other
financial covenants set forth in Section 5.9, (iii) if at the time of such
acquisition the Release Conditions are not satisfied and the Target is a U.S.
Person, the Administrative Agent, on behalf of the Lenders, shall have received
(or shall receive in connection with the closing of such acquisition) a first
priority perfected security interest (subject to Permitted Liens) in all
personal property (including, without limitation, Capital Stock, but excluding
any type of property which is not Collateral pursuant to the Security Documents
entered into by the other Credit Parties) acquired with respect to the Target in
accordance with the terms of Sections 5.10 and 5.12 and the Target, if a Person,
shall have executed a Joinder Agreement in accordance with the terms of Section
5.10, (iv) the Administrative Agent shall have received from the Borrower (and
each Lender shall have


                                       18

<PAGE>

received from the Administrative Agent, if requested) (A) a description of the
material terms of such acquisition, (B) audited financial statements (or, if
unavailable, management-prepared financial statements) of the Target for its two
most recent fiscal years and for any fiscal quarters ended within the fiscal
year to date and (C) consolidated projected income statements of the Borrower
and its consolidated Subsidiaries (giving effect to such acquisition) for at
least the twelve (12) month period following the proposed closing date for such
acquisition, all in form and substance reasonably satisfactory to the
Administrative Agent, (v) the Target shall have, pro forma on a stand alone
basis, earnings before interest, taxes, depreciation and amortization for the
four fiscal quarter period prior to the acquisition date in an amount greater
than $0, and (vi) such acquisition shall not be a "hostile" acquisition and
shall have been approved by the Board of Directors and/or shareholders of the
applicable Credit Party and the Target.

     "Permitted Investments" shall mean:

          (a) cash and Cash Equivalents;

          (b) Investments existing as of the Closing Date and set forth on
     Schedule 1.1(b);

          (c) receivables owing to the Credit Parties or any of their
     Subsidiaries and advances to 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;

          (d) Investments in any Credit Party;

          (e) loans and advances to officers, directors and employees in an
     aggregate amount not to exceed $1,000,000 at any time outstanding;

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

          (g) Investments, acquisitions or transactions permitted under Article
     VI, including Sections 6.1, 6.2 and 6.4 (including any Investments owned by
     a Person acquired in a Permitted Acquisition);

          (h) Hedging Agreements to the extent permitted hereunder;

          (i) Repurchases of Capital Stock of the Borrower from employees or
     former employees to the extent permitted by Section 6.10(f);

          (j) Permitted Acquisitions;

          (k) Investments (in addition to those Investments in Subsidiaries
     existing as of the Closing Date and set forth on Schedule 1.1(b) and
     Guaranty Obligations permitted by


                                       19

<PAGE>

     Section 6.1(h)) (i) by Subsidiaries which are not Credit Parties in
     Subsidiaries which are not Credit Parties; and (ii) by Credit Parties in
     Subsidiaries which are not Credit Parties in an aggregate amount at any
     time outstanding not to exceed (A) for the first year following the Closing
     Date, $50,000,000, (B) for the second year following the Closing Date,
     $40,000,000, and (C) for the third year following the Closing Date and each
     year thereafter, $30,000,000; provided, that no Default or Event of Default
     shall exist either before or immediately after the making thereof;

          (l) deposits made in the ordinary course of business required by
     government agencies, public utilities or insurance companies;

          (m) Investments made with respect to Tax Related Foreign Advances in
     an aggregate amount not to exceed the Dollar equivalent of
     L25,000,000 at any time outstanding; provided, that no Default or
     Event of Default shall exist either before or immediately after the making
     thereof; and

          (n) additional loans, advances and/or Investments of a nature not
     contemplated by the foregoing clauses hereof; provided that such loans,
     advances and/or Investments made pursuant to this clause shall not exceed
     an aggregate amount of $2,000,000 at any time outstanding.

     "Permitted Liens" shall mean:

          (a) Liens created by or otherwise existing under or in connection with
     this Credit Agreement or the other Credit Documents in favor of the
     Administrative Agent on behalf of the Secured Parties;

          (b) Liens in favor of a Hedging Agreement Provider in connection with
     a Secured Hedging Agreement; provided that such Liens shall secure the
     Credit Party Obligations (other than obligations under such Secured Hedging
     Agreement) and the obligations under such Secured Hedging Agreement on a
     pari passu basis;

          (c) Liens securing purchase money Indebtedness and Capital Lease
     Obligations (and refinancings thereof) to the extent permitted under
     Section 6.1(c); provided, that (i) any such Lien attaches to the property
     securing such Indebtedness or Capital Lease Obligations concurrently with
     or within ninety (90) days after the acquisition thereof and (ii) such Lien
     attaches solely to the property so acquired in such transaction;

          (d) Liens for taxes, assessments, charges or other governmental levies
     not yet due or as to which the period of grace (not to exceed sixty (60)
     days), if any, related thereto has not expired or which are being contested
     in good faith by appropriate proceedings; provided that adequate reserves
     with respect thereto are maintained on the books of any Credit Party or its
     Subsidiaries, as the case may be, in conformity with GAAP;


                                       20

<PAGE>

          (e) statutory Liens such as carriers', warehousemen's, mechanics',
     materialmen's and supplier's (including sellers of goods), landlords',
     repairmen's or other Liens imposed by law or pursuant to customary
     reservations of retention of title arising in the ordinary course of
     business which are not overdue for a period of more than thirty (30) days
     or which are being contested in good faith by appropriate proceedings;

          (f) pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation and deposits
     securing liability to insurance carriers under insurance or self-insurance
     arrangements in the ordinary course of business;

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

          (h) easements (including reciprocal easement agreements and utility
     agreements), rights of way, covenants, consents, reservations,
     encroachments, variations, restrictions on the use of real property, minor
     defects or irregularities in title, lessor's liens, and other similar
     restricting charges or encumbrances affecting real property or fixtures and
     improvements thereon which do not materially interfere with the value or
     use of the property so encumbered;

          (i) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any Lien referred to in
     this definition (other than Liens set forth on Schedule 1.1(c)); provided
     that such extension, renewal or replacement Lien shall be limited to all or
     a part of the property which secured the Lien so extended, renewed or
     replaced (plus improvements on such property);

          (j) Liens existing on the Closing Date and set forth on Schedule
     1.1(c); provided that (i) no such Lien shall at any time be extended to
     cover property or assets other than the property or assets subject thereto
     on the Closing Date and improvements thereon and the proceeds thereof and
     (ii) the principal amount of the Indebtedness secured by such Lien shall
     not be extended, renewed, refunded or refinanced;

          (k) Liens evidenced by precautionary UCC financing statements in
     respect of Operating Leases permitted by this Agreement;

          (l) Liens arising out of judgments, decrees and attachments not
     resulting in an Event of Default;

          (m) Liens arising in the ordinary course of business by virtue of any
     contractual, statutory or common law provision relating to banker's Liens,
     rights of set-off or similar rights and remedies covering deposit or
     securities accounts (including funds or other assets credited thereto) or
     other funds maintained with a depository institution or securities
     intermediary;


                                       21

<PAGE>

          (n) any zoning, building or similar laws or rights reserved to or
     vested in any Governmental Authority;

          (o) Liens on (i) the property of a Person existing at the time such
     Person becomes a Subsidiary of a Credit Party and (ii) property or assets
     existing at the time such property or assets are acquired by any Credit
     Party or any of its Subsidiaries, in each case in a transaction permitted
     hereunder and securing Indebtedness in an aggregate principal amount not to
     exceed $10,000,000 at any time outstanding; provided, however, that any
     such Lien may not extend to any other property other than the property
     subject to such Lien on the date such Person becomes a Subsidiary or such
     property or assets are acquired; provided, further, that any such Lien was
     not created in anticipation of or in connection with the transaction or
     series of transactions pursuant to which such Person became a Subsidiary of
     a Credit Party or such property or assets were acquired;

          (p) any interest or title of a lessor, licensor or sublessor under any
     lease, license or sublease entered into by any Credit Party or any
     Subsidiary thereof permitted by this Agreement and in the ordinary course
     of its business and covering only the assets so leased, licensed or
     subleased;

          (q) assignments of insurance or condemnation proceeds provided to
     landlords (or their mortgagees) pursuant to the terms of any lease and
     Liens or rights reserved in any lease for rent or for compliance with the
     terms of such lease;

          (r) Liens created by a Foreign Subsidiary securing Indebtedness as
     allowed under Section 6.1(m); and

          (s) other Liens securing obligations not to exceed $2,500,000 in an
     aggregate principal amount outstanding at any time.

     "Person" shall mean 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" shall mean, as of any date of determination, any employee benefit
plan which is covered by Title IV of ERISA and in respect of which any Credit
Party 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.

     "Pledge Agreement" shall mean the Pledge Agreement dated as of the Closing
Date executed by the Credit Parties and each Person required to become a party
thereto pursuant to Section 5.10 in favor of the Administrative Agent, for the
benefit of the Secured Parties, as the same may from time to time be amended,
restated, amended and restated, supplemented or otherwise modified in accordance
with the terms hereof and thereof.


                                       22

<PAGE>

     "Pounds Sterling" shall mean British pounds sterling, the lawful currency
of the United Kingdom.

     "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

     "Pro Forma Basis" shall mean, with respect to any transaction, that such
transaction shall be deemed to have occurred as of the first day of the
twelve-month period ending as of the most recent quarter end preceding the date
of such transaction.

     "Properties" shall have the meaning set forth in Section 3.10(a).

     "Purchase Money Lien" shall mean any Lien (including a negative pledge
arrangement) granted by any Credit Party or its Subsidiaries from time to time
to vendors or financiers of equipment or property to secure the payment of the
purchase price thereof so long as (a) such Liens extend only to the specific
equipment or property so purchased, (b) secure only such deferred payment
obligation and related interest, fees and charges and other obligations under
the related contract and no other Indebtedness, and (c) are promptly released
upon the payment in full of such purchase price and related interest, fees and
charges by operation of law or otherwise.

     "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c).

     "Recovery Event" shall mean the receipt by any Credit Party or any of its
Subsidiaries of any cash insurance proceeds or condemnation award payable by
reason of theft, loss, physical destruction or damage, taking or similar event
with respect to any of their respective property or assets.

     "Register" shall have the meaning set forth in Section 9.6(d).

     "Reimbursement Obligation" shall mean the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 2.3(d) for amounts drawn under
Letters of Credit.

     "Release Conditions" shall mean each of the following: (a) the Borrower
having obtained the Release Rating, (b) the Borrower's senior unsecured debt
continuing to be rated by both S&P and Moody's, and (c) after the Borrower
having obtained the Release Rating, the Borrower maintaining at all times a
senior unsecured credit rating higher than or equal to BB+ and Ba1 by both S&P
and Moody's, respectively.

     "Release Rating" shall mean a senior unsecured credit rating of BBB-
(Stable) and Baa3 (Stable) or better by both S&P and Moody's, respectively.

     "Reorganization" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of such term as
used in Section 4241 of ERISA.


                                       23

<PAGE>

     "Reportable Event" shall mean 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 PBGC Reg. Section 4043.

     "Required Lenders" shall mean, as of any date of determination, Lenders
holding at least a majority of (a) the outstanding Revolving Commitments or (b)
if the Revolving Commitments have been terminated, the outstanding Loans and
Participation Interests; 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, outstanding Loans and Participation Interests
owing to such Defaulting Lender and such Defaulting Lender's Revolving
Commitments.

     "Requirement of Law" shall mean, as to any Person, the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and each law, treaty, rule or regulation issued by a
Governmental Authority, or 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" shall mean as to (a) the Borrower, the President, the
Chief Executive Officer, Chief Financial Officer or Treasurer thereof and (b)
any other Credit Party, any duly elected and authorized officer thereof.

     "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b)
any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of any Credit Party or any of its Subsidiaries, now or hereafter
outstanding, (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter
outstanding, (d) any payment with respect to any earnout obligation and (e) any
payment or prepayment of principal of, premium, if any, or interest on,
redemption, purchase, retirement, defeasance, sinking fund or similar payment
with respect to, the Senior Notes or any Subordinated Debt of any Credit Party
or any of its Subsidiaries.

     "Revolving Commitment" shall mean, with respect to each Revolving Lender,
the commitment of such Revolving Lender to make Revolving Loans in an aggregate
principal amount at any time outstanding up to an amount equal to such Revolving
Lender's Revolving Commitment Percentage of the Revolving Committed Amount.

     "Revolving Commitment Percentage" shall mean, for each Revolving Lender,
the percentage identified as its Revolving Commitment Percentage in its Lender
Commitment Letter or in the Commitment Transfer Supplement pursuant to which
such Lender became a Lender hereunder, as such percentage may be modified in
connection with any assignment made in accordance with the provisions of Section
9.6(c). The sum of Revolving Commitment Percentages of all Lenders shall equal
one hundred percent (100%).


                                       24

<PAGE>

     "Revolving Committed Amount" shall have the meaning set forth in Section
2.1(a).

     "Revolving Lender" shall mean, as of any date of determination, a Lender
holding a Revolving Commitment on such date.

     "Revolving Loan" shall have the meaning set forth in Section 2.1.

     "Revolving Note" or "Revolving Notes" shall mean the promissory notes of
the Borrower provided pursuant to Section 2.1(e) in favor of any of the
Revolving Lenders requesting a promissory note evidencing the Revolving Loans
provided by any such Revolving Lender pursuant to Section 2.1(a), individually
or collectively, as appropriate, as such promissory notes may be amended,
modified, restated, supplemented, extended, renewed or replaced from time to
time.

     "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

     "Sanctioned Country" shall mean a country subject to a sanctions program
identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise
published from time to time.

     "Sanctioned Person" shall mean (a) a Person named on the list of "Specially
Designated Nationals and Blocked Persons" maintained by OFAC available at
http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise
published from time to time, or (b) (i) an agency of the government of a
Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or
(iii) a person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC.

     "Scheduled Funded Debt Payments" shall mean, as of any date of
determination for the Credit Parties and their Subsidiaries, the sum of all
scheduled payments of principal on Funded Debt for the applicable period ending
on the date of determination (including the principal component of payments due
on Capital Leases during the applicable period ending on the date of
determination). Notwithstanding the foregoing, the principal payment in the
amount of $44,000,000 to be made in respect of the Senior Notes (1999) on
September 1, 2006 shall not be included in the determination of Scheduled Funded
Debt Payments if immediately after the making of such payment the Minimum
Liquidity is at least $50,000,000.

     "Secured Hedging Agreement" shall mean any Hedging Agreement between a
Credit Party and a Hedging Agreement Provider, as amended, restated, amended and
restated, modified, supplemented or extended from time to time.

     "Secured Parties" shall mean the Administrative Agent, the Lenders and the
Hedging Agreement Providers.


                                       25

<PAGE>

     "Security Agreement" shall mean the Security Agreement dated as of the
Closing Date executed by the Credit Parties and each Person required to become a
party thereto pursuant to Section 5.10 in favor of the Administrative Agent, for
the benefit of the Secured Parties, as amended, restated, amended and restated,
modified or supplemented from time to time in accordance with its terms.

     "Security Documents" shall mean the Security Agreement, the Pledge
Agreement and all other agreements, documents and instruments executed by a
Credit Party in connection with any of the foregoing documents or granting to
the Administrative Agent, Liens to secure the Credit Party Obligations whether
now or hereafter executed and/or filed, each as may be amended from time to time
in accordance with the terms hereof, executed and delivered in connection with
the granting, attachment and perfection of the Administrative Agent's security
interests and liens arising thereunder, including, without limitation, UCC
financing statements.

     "Senior Note Purchase Agreements" shall mean, collectively, the Note
Purchase Agreement (1997) and the Note Purchase Agreement (1999).

     "Senior Note Purchase Documents" shall mean, collectively, the Senior Note
Purchase Agreements, the Senior Notes and all other documents entered into in
connection therewith.

     "Senior Notes" shall mean, collectively, the Senior Notes (1997) and the
Senior Notes (1999).

     "Senior Notes (1997)" shall mean, individually or collectively, as the
context may require, the notes issued pursuant to the Note Purchase Agreement
(1997), as such notes may be supplemented, amended or otherwise modified from
time to time to the extent permitted hereunder.

     "Senior Notes (1999)" shall mean, individually or collectively, as the
context may require, the notes issued pursuant to the Note Purchase Agreement
(1999), as such notes may be supplemented, amended or otherwise modified from
time to time to the extent permitted hereunder.

     "Single Employer Plan" shall mean any Plan that is not a Multiemployer
Plan.

     "Subordinated Debt" shall mean any Indebtedness incurred by any Credit
Party which by its terms is specifically subordinated in right of payment to the
prior payment of the Credit Party Obligations and contains subordination,
maturity and other terms reasonably acceptable to the Required Lenders,
including, without limitation, the Subordinated Debt Securities.

     "Subordinated Debt Securities" shall mean, individually or collectively, as
the context may require, the 4.0% Convertible Subordinated Debentures due July
15, 2023, in an original principal amount of $110,000,000 issued by Cable Design
Technologies Corporation, a Delaware corporation and predecessor of the
Borrower, pursuant to the Subordinated Note Indenture (of which original
principal amount, $110,000,000 is outstanding as of the Closing


                                       26

<PAGE>

Date), as such debentures may be supplemented, amended or otherwise modified
from time to time to the extent permitted hereunder.

     "Subordinated Note Documents" shall mean, collectively, the Subordinated
Debt Securities, the Subordinated Note Indenture and all other documents entered
into in connection therewith.

     "Subordinated Note Indenture" shall mean that certain Indenture, dated as
of July 8, 2003 by and among Cable Design Technologies Corporation, a Delaware
corporation and predecessor of the Borrower, and US Bank National Association,
as trustee, as supplemented, amended or otherwise modified from time to time to
the extent permitted hereunder.

     "Subsidiary" shall mean, 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, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Credit Agreement shall
refer to a Subsidiary or Subsidiaries of the Borrower.

     "Swingline Commitment" shall mean the commitment of the Swingline Lender to
make Swingline Loans in an aggregate principal amount at any time outstanding up
to the Swingline Committed Amount, and the commitment of the Revolving Lenders
to purchase participation interests in the Swingline Loans as provided in
Section 2.4(b)(ii), as such amounts may be reduced from time to time in
accordance with the provisions hereof.

     "Swingline Committed Amount" shall mean the amount of the Swingline
Lender's Swingline Commitment as specified in Section 2.4(a).

     "Swingline Lender" shall mean Wachovia and any successor in such capacity.

     "Swingline Loan" shall have the meaning set forth in Section 2.4(a).

     "Swingline Note" shall mean the promissory note of the Borrower in favor of
the Swingline Lender evidencing the Swingline Loans provided pursuant to Section
2.4(d), as such promissory note may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

     "Tax Related Foreign Advances" shall mean that flow of funds associated
with the original issue discount note program of Belden (UK) Limited involving
loans made once annually, typically during December of each year, from Belden
Technologies, Inc. to Belden (UK) FINCO Limited Partnership and then from Belden
(UK) FINCO Limited Partnership to Belden (UK) Limited and then repaid by Belden
(UK) Limited to Belden (UK) FINCO Limited Partnership and by Belden (UK) FINCO
Limited Partnership to Belden Technologies, Inc. within


                                       27
<PAGE>

two weeks, the principal amount of which loans escalates each year by the amount
of discount capitalized from the prior year (the amount loaned in December of
2005 was the Dollar equivalent of L20,321,485).

     "Taxes" shall have the meaning set forth in Section 2.18.

     "Termination Date" shall mean the date upon which all Credit Party
Obligations have been paid in full in cash (other than LOC Obligations specified
in clause (a) of the definition thereof and contingent indemnification and
reimbursement obligations with respect to which no claim is due and payable),
all Commitments have been terminated, and, with respect to LOC Obligations
specified in clause (a) of the definition thereof, all such LOC Obligations have
expired, terminated, been cash collateralized on terms reasonably acceptable to
the Issuing Lender and the Administrative Agent or been backed by standby
letters of credit reasonably acceptable to the Issuing Lender and the
Administrative Agent.

     "Total Debt" shall mean, at any date, and without duplication, the
aggregate principal amount of Funded Debt of the Credit Parties and their
Subsidiaries as determined on a consolidated basis in accordance with GAAP.

     "Total Leverage Ratio" shall mean, as of the end of each fiscal quarter of
the Borrower, for the Borrower and its Subsidiaries on a consolidated basis, for
the four consecutive fiscal quarters ending on such date, the ratio of (a) Total
Debt on such date to (b) Consolidated EBITDA for such period.

     "Trademark License" shall mean any agreement, whether written or oral,
providing for the grant by or to a Credit Party of any right to use any
Trademark, including, without limitation, any thereof referred to in Schedule
3.16 to this Credit Agreement, but excluding any license of a Trademark to a
Credit Party with respect to a generally available product.

     "Trademarks" shall mean (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, service marks,
elements of package or trade dress of goods or services, logos and other source
or business identifiers, together with the goodwill associated therewith, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, including, without limitation, any thereof referred to in
Schedule 3.16 to this Credit Agreement, and (b) all renewals thereof including,
without limitation, any thereof referred to in Schedule 3.16.

     "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day.

     "Transactions" shall mean the closing of this Agreement and the other
Credit Documents, and the other transactions contemplated hereby to occur in
connection with such closing (including, without limitation, the initial
borrowings under the Credit Documents and the payment of fees and expenses in
connection with all of the foregoing).


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<PAGE>

     "Transfer Effective Date" shall have the meaning set forth in each
Commitment Transfer Supplement.

     "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate
Loan or LIBOR Rate Loan, as the case may be.

     "UCC" shall mean the Uniform Commercial Code from time to time in effect in
any applicable jurisdiction.

     "Vehicles" shall mean all of the Credit Parties' cars, trucks, trailers,
rolling stock, construction and earth moving equipment and other vehicles
covered by a certificate of title law of any state and all tires and other
appurtenances to any of the foregoing, all whether now existing or owned or
hereafter acquired or arising.

     "Voting Stock" shall mean, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
may be or have been suspended by the happening of such a contingency.

     "Wachovia" shall mean Wachovia Bank, National Association, a national
banking association, together with its successors and/or assigns.

     "Works" shall mean all works which are subject to copyright protection
pursuant to Title 17 of the United States Code.

     SECTION 1.2 OTHER DEFINITIONAL PROVISIONS.

          (a) Unless otherwise specified therein, all terms defined in this
     Credit Agreement shall have the defined meanings when used in the Notes or
     other Credit Documents or any certificate or other document made or
     delivered pursuant hereto.

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

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

     SECTION 1.3 ACCOUNTING TERMS.

     Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent


                                       29

<PAGE>

with the most recent audited consolidated financial statements of the Borrower
delivered to the Lenders; provided that, if the Borrower shall notify the
Administrative Agent that it wishes to amend any provision in Section 5.9 to
eliminate the effect of any change in GAAP on the operation of any such
definition or provision (or if the Administrative Agent notifies the Borrower
that the Required Lenders wish to amend any such definition or provision for
such purpose), then the Borrower's compliance with such provisions shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such
definition or provision is amended in a manner satisfactory to the Borrower and
the Required Lenders.

     The Borrower shall deliver to the Administrative Agent and each Lender at
the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (a) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (b) a reasonable estimate of the effect on the financial statements on
account of such changes in application.

     SECTION 1.4 RESOLUTION OF DRAFTING AMBIGUITIES.

     Each Credit Party acknowledges and agrees that it was represented by
counsel in connection with the execution and delivery of this Credit Agreement
and the other Credit Documents to which it is a party, that it and its counsel
reviewed and participated in the preparation and negotiation hereof and thereof
and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
hereof or thereof.

     SECTION 1.5 TIME REFERENCES.

     Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

     SECTION 2.1 REVOLVING LOANS.

          (a) Revolving Commitment. During the Commitment Period, subject to the
     terms and conditions hereof, each Revolving Lender severally agrees to make
     revolving credit loans in Dollars ("Revolving Loans") to the Borrower from
     time to time for the purposes hereinafter set forth; provided, however,
     that (i) with regard to each Revolving Lender individually, the sum of such
     Revolving Lender's Revolving Commitment Percentage of the aggregate
     principal amount of outstanding Revolving Loans plus such


                                       30

<PAGE>

     Revolving Lender's Revolving Commitment Percentage of outstanding Swingline
     Loans plus such Revolving Lender's Revolving Commitment Percentage of
     outstanding LOC Obligations shall not exceed such Revolving Lender's
     Revolving Commitment and (ii) with regard to the Revolving Lenders
     collectively, the sum of the aggregate principal amount of outstanding
     Revolving Loans plus outstanding Swingline Loans plus outstanding LOC
     Obligations shall not exceed the Revolving Committed Amount then in effect.
     For purposes hereof, the aggregate principal amount available hereunder for
     Revolving Loans shall be ONE HUNDRED SIXTY-FIVE MILLION DOLLARS
     ($165,000,000) (as such aggregate maximum amount may be reduced from time
     to time as provided in Section 2.7 or increased from time to time as
     provided in Section 2.5, the "Revolving Committed Amount"). Revolving Loans
     may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a
     combination thereof, as the Borrower may request, and may be repaid and
     reborrowed in accordance with the provisions hereof; provided, however, the
     Revolving Loans made on the Closing Date or any of the three (3) Business
     Days following the Closing Date may only consist of Alternate Base Rate
     Loans unless the Borrower delivers a Funding Indemnity Letter to the
     Administrative Agent at least three (3) Business Days prior to the Closing
     Date. LIBOR Rate Loans shall be made by each Revolving Lender at its LIBOR
     Lending Office and Alternate Base Rate Loans at its Domestic Lending
     Office.

          (b) Revolving Loan Borrowings.

               (i) Notice of Borrowing. The Borrower shall request a Revolving
          Loan borrowing by delivering a Notice of Borrowing (or telephone
          notice promptly confirmed in writing by delivery of a Notice of
          Borrowing, which delivery may be by fax) to the Administrative Agent
          not later than 11:00 A.M. on the Business Day of the requested
          borrowing in the case of Alternate Base Rate Loans, and on the third
          Business Day prior to the date of the requested borrowing in the case
          of LIBOR Rate Loans. Each such Notice of Borrowing shall be
          irrevocable and shall specify (A) that a Revolving Loan is requested,
          (B) the date of the requested borrowing (which shall be a Business
          Day), (C) the aggregate principal amount to be borrowed and (D)
          whether the borrowing shall consist of an Alternate Base Rate Loan or
          a LIBOR Rate Loan, and if a LIBOR Rate Loan is requested, the Interest
          Period therefor. If the Borrower shall fail to specify in any such
          Notice of Borrowing (1) an applicable Interest Period in the case of a
          LIBOR Rate Loan, then such notice shall be deemed to be a request for
          an Interest Period of one month, or (2) the Type of Revolving Loan
          requested, then such notice shall be deemed to be a request for an
          Alternate Base Rate Loan hereunder. The Administrative Agent shall
          give notice to each Revolving Lender promptly upon receipt of each
          Notice of Borrowing, the contents thereof and each such Revolving
          Lender's share thereof.

               (ii) Minimum Amounts. Each Revolving Loan which is an Alternate
          Base Rate Loan shall be in a minimum aggregate amount of $1,000,000
          and in integral multiples of $1,000,000 in excess thereof (or the
          remaining amount of the Revolving Committed Amount, if less). Each
          Revolving Loan which is a LIBOR


                                       31

<PAGE>

          Rate Loan shall be in a minimum aggregate amount of $5,000,000 and in
          integral multiples of $1,000,000 in excess thereof (or the remaining
          amount of the Revolving Committed Amount, if less).

               (iii) Advances. Each Revolving Lender will make its Revolving
          Commitment Percentage of each Revolving Loan borrowing available to
          the Administrative Agent for the account of the Borrower at the office
          of the Administrative Agent specified in Section 9.2, or at such other
          office as the Administrative Agent may designate in writing, upon
          reasonable advance notice by 1:00 P.M. on the date specified in the
          applicable Notice of Borrowing, in Dollars and in funds immediately
          available to the Administrative Agent. Such borrowing will then be
          made available to the Borrower by the Administrative Agent by
          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.

          (c) Repayment. Subject to the terms of this Credit Agreement,
     Revolving Loans may be borrowed, repaid and reborrowed during the
     Commitment Period. The principal amount of all Revolving Loans shall be due
     and payable in full on the Maturity Date, unless accelerated sooner
     pursuant to Section 7.2.

          (d) Interest. Subject to the provisions of Section 2.9(b), Revolving
     Loans shall bear interest as follows:

               (i) Alternate Base Rate Loans. Each Alternate Base Rate Loan
          shall bear interest at a per annum rate equal to the sum of the
          Alternate Base Rate plus the Applicable Percentage; and

               (ii) LIBOR Rate Loans. Each LIBOR Rate Loan shall bear interest
          at a per annum rate equal to the sum of the LIBOR Rate plus the
          Applicable Percentage.

     Interest on Revolving Loans shall be payable in arrears on each Interest
Payment Date.

          (e) Revolving Notes; Covenant to Pay. Each Revolving Lender's
     Revolving Commitment shall be evidenced, upon such Revolving Lender's
     request, by a duly executed promissory note of the Borrower to such
     Revolving Lender in substantially the form of Schedule 2.1(e). The Borrower
     covenants and agrees to pay the Revolving Loans in accordance with the
     terms of this Credit Agreement and the Revolving Note or Revolving Notes.

     SECTION 2.2 RESERVED.


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<PAGE>

     SECTION 2.3 LETTER OF CREDIT SUBFACILITY.

          (a) Issuance. Subject to the terms and conditions hereof and of the
     LOC Documents, if any, and any other terms and conditions of an
     administrative nature which the Issuing Lender may reasonably require,
     during the Commitment Period the Issuing Lender shall issue, and the
     Revolving Lenders shall participate in, standby or trade Letters of Credit
     for the account of the Borrower from time to time upon request in a form
     acceptable to the Issuing Lender; provided, however, that (i) the aggregate
     amount of LOC Obligations shall not at any time exceed TWENTY FIVE MILLION
     DOLLARS ($25,000,000) (the "LOC Committed Amount"), (ii) the sum of the
     aggregate principal amount of outstanding Revolving Loans plus outstanding
     Swingline Loans plus outstanding LOC Obligations shall not at any time
     exceed the Revolving Committed Amount then in effect, (iii) all Letters of
     Credit (other than Existing Letters of Credit, which may be denominated in
     Dollars or Pounds Sterling) shall be denominated in Dollars and (iv)
     Letters of Credit shall be issued for any lawful corporate purposes of the
     Borrower or any of its Subsidiaries and may be issued as standby letters of
     credit, including in connection with workers' compensation and other
     insurance programs and trade letters of credit. Except as otherwise
     expressly agreed upon by all the Revolving Lenders, no Letter of Credit
     shall have an original expiry date more than twelve (12) months from the
     date of issuance; provided, however, so long as no Default or Event of
     Default has occurred and is continuing and subject to the other terms and
     conditions to the issuance of Letters of Credit hereunder, the expiry dates
     of Letters of Credit may be extended annually or periodically from time to
     time on the request of the Borrower or by operation of the terms of the
     applicable Letter of Credit to a date not more than twelve (12) months from
     the date of extension; provided, further, that no Letter of Credit, as
     originally issued or as extended, shall have an expiry date extending
     beyond the date that is thirty (30) days prior to the Maturity Date. Each
     Letter of Credit shall comply with the related LOC Documents. The issuance
     and expiry date of each Letter of Credit shall be a Business Day. Any
     Letters of Credit issued hereunder shall be in a minimum original face
     amount of $100,000. Wachovia shall be the Issuing Lender on all Letters of
     Credit issued on or after the Closing Date. The Borrower's reimbursement
     obligations in respect of each Existing Letter of Credit, and each Lender's
     participation obligations in connection therewith, shall be governed by the
     terms of this Credit Agreement.

          (b) Notice and Reports. The request for the issuance of a Letter of
     Credit shall be submitted to the Issuing Lender at least five (5) Business
     Days prior to the requested date of issuance. The Issuing Lender will
     promptly upon request provide to the Administrative Agent for dissemination
     to the Revolving Lenders a detailed report specifying the Letters of Credit
     which are then issued and outstanding and any activity with respect thereto
     which may have occurred since the date of any prior report, and including
     therein, among other things, the account party, the beneficiary, the face
     amount, expiry date as well as any payments or expirations which may have
     occurred. The Issuing Lender will further provide to the Administrative
     Agent promptly upon request copies of the Letters of Credit. The Issuing
     Lender will provide to the Administrative Agent promptly upon request a
     summary report of the nature and extent of LOC Obligations then
     outstanding.


                                       33

<PAGE>

          (c) Participations. Each Revolving Lender, (i) on the Closing Date
     with respect to each Existing Letter of Credit and (ii) upon issuance of a
     Letter of Credit, shall be deemed to have purchased without recourse a risk
     participation from the Issuing Lender in such Letter of Credit and the
     obligations arising thereunder and any collateral relating thereto, in each
     case in an amount equal to its Revolving Commitment Percentage of the
     obligations under such Letter of Credit and shall absolutely,
     unconditionally and irrevocably assume, as primary obligor and not as
     surety, and be obligated to pay to the Issuing Lender therefor and
     discharge when due, its Revolving Commitment Percentage of the obligations
     arising under such Letter of Credit. Without limiting the scope and nature
     of each Revolving Lender's participation in any Letter of Credit, to the
     extent that the Issuing Lender has not been reimbursed as required
     hereunder or under any LOC Document, each such Revolving Lender shall pay
     to the Issuing Lender its Revolving Commitment Percentage of such
     unreimbursed drawing pursuant to and in accordance with the provisions of
     subsection (d) hereof. The obligation of each Revolving Lender to so
     reimburse the Issuing Lender shall be absolute and unconditional and shall
     not be affected by the occurrence of a Default, an Event of Default or any
     other occurrence or event. Any such reimbursement shall not relieve or
     otherwise impair the obligation of the Borrower to reimburse the Issuing
     Lender under any Letter of Credit, together with interest as hereinafter
     provided.

          (d) Reimbursement. In the event of any drawing under any Letter of
     Credit, the Issuing Lender will promptly notify the Borrower and the
     Administrative Agent. The Borrower shall reimburse the Issuing Lender on
     the day of drawing under any Letter of Credit (either with the proceeds of
     a Revolving Loan obtained hereunder or otherwise) in same day funds as
     provided herein or in the LOC Documents. If the Borrower shall fail to
     reimburse the Issuing Lender as provided herein, the unreimbursed amount of
     such drawing shall bear interest at a per annum rate equal to the ABR
     Default Rate. Unless the Borrower shall immediately notify the Issuing
     Lender and the Administrative Agent of its intent to otherwise reimburse
     the Issuing Lender, the Borrower shall be deemed to have requested a
     Mandatory LOC Borrowing in the amount of the drawing as provided in
     subsection (e) hereof, the proceeds of which will be used to satisfy the
     Reimbursement Obligations. Without waiving the Borrower's right to later
     assert (by separate and independent action and not by way of setoff) any
     claims that it may have, the Borrower's Reimbursement Obligations hereunder
     shall be absolute and unconditional under all circumstances irrespective of
     any rights of set-off, counterclaim or defense to payment the Borrower may
     claim or have against the Issuing Lender, the Administrative Agent, the
     Lenders, the beneficiary of the Letter of Credit drawn upon or any other
     Person, including without limitation any defense based on any failure of
     the Borrower to receive consideration or the legality, validity, regularity
     or unenforceability of the Letter of Credit. The Issuing Lender will
     promptly notify the other Revolving Lenders of the amount of any
     unreimbursed drawing and each Revolving Lender shall promptly pay to the
     Administrative Agent for the account of the Issuing Lender, in Dollars and
     in immediately available funds, the amount of such Revolving Lender's
     Revolving Commitment Percentage of such unreimbursed drawing. Such payment
     shall be made on the day such notice is received by such Revolving Lender
     from the Issuing Lender if such


                                       34

<PAGE>

     notice is received at or before 2:00 P.M., otherwise such payment shall be
     made at or before 12:00 Noon on the Business Day next succeeding the day
     such notice is received. If such Revolving Lender does not pay such amount
     to the Issuing Lender in full upon such request, such Revolving Lender
     shall, on demand, pay to the Administrative Agent for the account of the
     Issuing Lender interest on the unpaid amount during the period from the
     date of such drawing until such Revolving Lender pays such amount to the
     Issuing Lender in full at a rate per annum equal to, if paid within two (2)
     Business Days of the date of drawing, the Federal Funds Effective Rate and
     thereafter at a rate equal to the Alternate Base Rate. Each Revolving
     Lender's obligation to make such payment to the Issuing Lender, and the
     right of the Issuing Lender to receive the same, shall be absolute and
     unconditional, shall not be affected by any circumstance whatsoever and
     without regard to the termination of this Credit Agreement or the
     Commitments hereunder, the existence of a Default or Event of Default or
     the acceleration of the Credit Party Obligations hereunder and shall be
     made without any offset, abatement, withholding or reduction whatsoever.

          (e) Repayment with Revolving Loans. On any day on which the Borrower
     shall have requested, or been deemed to have requested, a Revolving Loan to
     reimburse a drawing under a Letter of Credit, the Administrative Agent
     shall give notice to the Revolving Lenders that a Revolving Loan has been
     requested or deemed requested in connection with a drawing under a Letter
     of Credit, in which case a Revolving Loan borrowing consisting of an
     Alternate Base Rate Loan (each such borrowing, a "Mandatory LOC Borrowing")
     shall be made (without giving effect to any termination of the Commitments
     pursuant to Section 7.2) pro rata based on each Revolving Lender's
     respective Revolving Commitment Percentage (determined before giving effect
     to any termination of the Commitments pursuant to Section 7.2) and the
     proceeds thereof shall be paid directly to the Issuing Lender for
     application to the respective LOC Obligations. Each Revolving Lender hereby
     irrevocably agrees to make such Revolving Loans on the day such notice is
     received by the Revolving Lenders from the Administrative Agent if such
     notice is received at or before 2:00 P.M., otherwise such payment shall be
     made at or before 12:00 Noon on the Business Day next succeeding the day
     such notice is received, in each case notwithstanding (i) the amount of the
     Mandatory LOC Borrowing may not comply with the minimum amount (or integral
     amount in excess thereof) for borrowings of Revolving Loans otherwise
     required hereunder, (ii) whether any conditions specified in Section 4.2
     are then satisfied, (iii) whether a Default or an Event of Default then
     exists, (iv) failure for any such request or deemed request for Revolving
     Loan to be made by the time otherwise required in Section 2.1(b), (v) the
     date of such Mandatory LOC Borrowing, or (vi) any reduction in the
     Revolving Committed Amount after any such Letter of Credit may have been
     drawn upon. In the event that any Mandatory LOC Borrowing cannot for any
     reason be made on the date otherwise required above (including, without
     limitation, as a result of the occurrence of a Bankruptcy Event), then each
     such Revolving Lender hereby agrees that it shall forthwith fund (as of the
     date the Mandatory LOC Borrowing would otherwise have occurred, but
     adjusted for any payments received from the Borrower on or after such date
     and prior to such purchase) its Participation Interests in the outstanding
     LOC Obligations; provided, further, that in the event any Revolving Lender
     shall fail to fund its Participation Interest


                                       35

<PAGE>

     on the day the Mandatory LOC Borrowing would otherwise have occurred, then
     the amount of such Revolving Lender's unfunded Participation Interest
     therein shall bear interest payable by such Revolving Lender to the Issuing
     Lender upon demand, at the rate equal to, if paid within two (2) Business
     Days of such date, the Federal Funds Effective Rate, and thereafter at a
     rate equal to the Alternate Base Rate.

          (f) Modification, Extension. The issuance of any supplement,
     modification, amendment, renewal, or extension to any Letter of Credit
     shall, for purposes hereof, be treated in all respects the same as the
     issuance of a new Letter of Credit hereunder.

          (g) ISP98 and UCP. Unless otherwise expressly agreed by the Issuing
     Lender and the Borrower, when a Letter of Credit is issued, (i) the rules
     of the "International Standby Practices 1998," as most recently published
     by the Institute of International Banking Law & Practice at the time of
     issuance shall apply to each standby Letter of Credit, and (ii) the rules
     of The Uniform Customs and Practice for Documentary Credits, as most
     recently published by the International Chamber of Commerce at the time of
     issuance, shall apply to each commercial Letter of Credit.

          (h) Conflict with LOC Documents. In the event of any conflict between
     this Credit Agreement and any LOC Document (including any letter of credit
     application and any LOC Documents relating to the Existing Letters of
     Credit), this Credit Agreement shall control.

          (i) Designation of Subsidiaries as Account Parties. Notwithstanding
     anything to the contrary set forth in this Credit Agreement, including
     without limitation Section 2.3(a), a Letter of Credit issued hereunder may
     contain a statement to the effect that such Letter of Credit is issued for
     the account of a Subsidiary of the Borrower; provided that, notwithstanding
     such statement, the Borrower shall be the actual account party for all
     purposes of this Credit Agreement for such Letter of Credit and such
     statement shall not affect the Borrower's Reimbursement Obligations
     hereunder with respect to such Letter of Credit.

     SECTION 2.4 SWINGLINE LOAN SUBFACILITY.

          (a) Swingline Commitment. During the Commitment Period, subject to the
     terms and conditions hereof, the Swingline Lender, in its individual
     capacity, agrees to make certain revolving credit loans to the Borrower
     (each a "Swingline Loan" and, collectively, the "Swingline Loans") for the
     purposes hereinafter set forth; provided, however, (i) the aggregate amount
     of Swingline Loans outstanding at any time shall not exceed FIFTEEN MILLION
     DOLLARS ($15,000,000) (the "Swingline Committed Amount"), and (ii) the sum
     of the aggregate principal amount of outstanding Revolving Loans plus
     outstanding Swingline Loans plus outstanding LOC Obligations shall not
     exceed the Revolving Committed Amount. Swingline Loans hereunder may be
     repaid and reborrowed in accordance with the provisions hereof.


                                       36

<PAGE>

          (b) Swingline Loan Borrowings.

               (i) Notice of Borrowing and Disbursement. Upon receiving a Notice
          of Borrowing from the Borrower not later than 11:00 A.M. on any
          Business Day requesting that a Swingline Loan be made, the Swingline
          Lender will make Swingline Loans available to the Borrower on the same
          Business Day. Swingline Loan borrowings hereunder shall be made in
          minimum amounts of $500,000 and in integral amounts of $100,000 in
          excess thereof.

               (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing
          shall be due and payable on the Maturity Date. The Swingline Lender
          may, at any time, in its sole discretion, by written notice to the
          Borrower and the Administrative Agent, demand repayment of its
          Swingline Loans by way of a Revolving Loan borrowing, in which case
          the Borrower shall be deemed to have requested a Revolving Loan
          borrowing consisting of an Alternate Base Rate Loan in the amount of
          such Swingline Loans; provided, however, that, in the following
          circumstances, any such demand shall also be deemed to have been given
          one Business Day prior to each of (A) the Maturity Date, (B) the
          occurrence of any Bankruptcy Event, (C) upon acceleration of the
          Credit Party Obligations hereunder, whether on account of a Bankruptcy
          Event or any other Event of Default, and (D) the exercise of remedies
          in accordance with the provisions of Section 7.2 hereof (each such
          Revolving Loan borrowing made on account of any such deemed request
          therefor as provided herein being hereinafter referred to as a
          "Mandatory Swingline Borrowing"). Each Revolving Lender hereby
          irrevocably agrees to make such Revolving Loans promptly upon any such
          request or deemed request on account of each Mandatory Swingline
          Borrowing in the amount and in the manner specified in the preceding
          sentence on the date such notice is received by the Revolving Lenders
          from the Administrative Agent if such notice is received at or before
          2:00 P.M., otherwise such payment shall be made at or before 12:00
          Noon on the Business Day next succeeding the date such notice is
          received notwithstanding (1) the amount of Mandatory Swingline
          Borrowing may not comply with the minimum amount for borrowings of
          Revolving Loans otherwise required hereunder, (2) whether any
          conditions specified in Section 4.2 are then satisfied, (3) whether a
          Default or an Event of Default then exists, (4) failure of any such
          request or deemed request for Revolving Loans to be made by the time
          otherwise required in Section 2.1(b)(i), (5) the date of such
          Mandatory Swingline Borrowing, or (6) any reduction in the Revolving
          Committed Amount or termination of the Revolving Commitments
          immediately prior to such Mandatory Swingline Borrowing or
          contemporaneously therewith. In the event that any Mandatory Swingline
          Borrowing cannot for any reason be made on the date otherwise required
          above (including, without limitation, as a result of the commencement
          of a proceeding under the Bankruptcy Code), then each Revolving Lender
          hereby agrees that it shall forthwith purchase (as of the date the
          Mandatory Swingline Borrowing would otherwise have occurred, but
          adjusted for any payments received from the Borrower on or after such
          date and prior to such purchase) from the Swingline Lender such
          participations in the outstanding


                                       37

<PAGE>

          Swingline Loans as shall be necessary to cause each such Revolving
          Lender to share in such Swingline Loans ratably based upon its
          respective Revolving Commitment Percentage (determined before giving
          effect to any termination of the Commitments pursuant to Section 7.2);
          provided that (x) all interest payable on the Swingline Loans shall be
          for the account of the Swingline Lender until the date as of which the
          respective participation is purchased, and (y) at the time any
          purchase of participations pursuant to this sentence is actually made,
          the purchasing Revolving Lender shall be required to pay to the
          Swingline Lender interest on the principal amount of such
          participation purchased for each day from and including the day upon
          which the Mandatory Swingline Borrowing would otherwise have occurred
          to but excluding the date of payment for such participation, at the
          rate equal to, if paid within two (2) Business Days of the date of the
          Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and
          thereafter at a rate equal to the Alternate Base Rate.

          (c) Interest on Swingline Loans. Subject to the provisions of Section
     2.9(b), Swingline Loans shall bear interest at a per annum rate equal to
     the Alternate Base Rate plus the Applicable Percentage for Revolving Loans
     that are Alternate Base Rate Loans. Interest on Swingline Loans shall be
     payable in arrears on each Interest Payment Date.

          (d) Swingline Note. The Swingline Loans shall be evidenced by a duly
     executed promissory note of the Borrower to the Swingline Lender in the
     original amount of the Swingline Committed Amount and substantially in the
     form of Schedule 2.4(d).

     SECTION 2.5 INCREMENTAL FACILITY.

     Subject to the terms and conditions set forth herein, the Borrower shall
have the right, at any time and from time to time during the Commitment Period
(but not to exceed two (2) increases in the aggregate), to incur additional
Indebtedness under this Credit Agreement in the form of an increase to the
Revolving Committed Amount (each an "Incremental Facility") by an aggregate
amount of up to $35,000,000. The following terms and conditions shall apply to
each Incremental Facility: (a) the loans made under any such Incremental
Facility (each an "Additional Loan") shall constitute Credit Party Obligations
and will be secured and guaranteed with the other Credit Party Obligations on a
pari passu basis, (b) any such Additional Loans shall have the same terms
(including interest rate and maturity date) as the existing Revolving Loans and
shall be considered Revolving Loans hereunder, (c) any such Incremental Facility
shall be entitled to the same voting rights as the existing Revolving Loans and
shall be entitled to receive proceeds of prepayments on the same basis as the
existing Revolving Loans, (d) any such Incremental Facility shall be obtained
from existing Lenders or from other banks, financial institutions or investment
funds, in each case in accordance with the terms set forth below, (e) any such
Incremental Facility shall be in a minimum principal amount of $15,000,000 and
integral multiples of $2,500,000 in excess thereof, (f) the proceeds of any
Additional Loan will be used for the purposes set forth in Section 3.11, (g) the
Borrower shall execute such promissory notes as are necessary to reflect the
Additional Loans under any such Incremental Facility, (h) before any Additional
Loans are made, the conditions to Extensions of Credit in Section 4.2 shall have
been satisfied and (i) the Administrative Agent shall have received from


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the Borrower updated financial projections and an officer's certificate, in each
case in form and substance satisfactory to the Administrative Agent,
demonstrating that, (A) after giving effect to any such Incremental Facility on
a pro forma basis, the Credit Parties will be in compliance with the financial
covenants set forth in Section 5.9 and (B) if the full amount of the Revolving
Committed Amount (after giving effect to the Incremental Facility) were drawn by
the Borrower, the Credit Parties would be in compliance with all financial
covenants under the Subordinated Note Documents and the Senior Note Purchase
Documents. Participation in the Incremental Facility shall be offered first to
each of the existing Lenders, but each such Lender shall have no obligation to
provide all or any portion of the Incremental Facility. If the amount of the
Incremental Facility requested by the Borrower shall exceed the commitments
which the existing Lenders are willing to provide with respect to such
Incremental Facility, then the Borrower may invite other banks, financial
institutions and investment funds reasonably acceptable to the Administrative
Agent to join this Credit Agreement as Lenders hereunder for the portion of such
Incremental Facility not taken by existing Lenders, provided that such other
banks, financial institutions and investment funds shall enter into such joinder
or other agreements to give effect thereto as the Administrative Agent and the
Borrower may reasonably request. The Administrative Agent is authorized to enter
into, on behalf of the Lenders, any amendment to this Credit Agreement or any
other Credit Document as may be necessary to incorporate the terms of any new
Incremental Facility therein.

     SECTION 2.6 FEES.

          (a) Commitment Fee. In consideration of the Revolving Commitments, the
     Borrower agrees to pay to the Administrative Agent, for the ratable benefit
     of the Revolving Lenders, a commitment fee (the "Commitment Fee") in an
     amount equal to the Applicable Percentage per annum on the average daily
     unused amount of the Revolving Committed Amount. For purposes of
     computation of the Commitment Fee, LOC Obligations shall be considered
     usage of the Revolving Committed Amount but Swingline Loans shall not be
     considered usage of the Revolving Committed Amount. The Commitment Fee
     shall be payable quarterly in arrears on the last Business Day of each
     calendar quarter.

          (b) Letter of Credit Fee. In consideration of the LOC Commitments, the
     Borrower agrees to pay to the Administrative Agent, for the ratable benefit
     of the Revolving Lenders, a fee (the "Letter of Credit Fee") equal to the
     Applicable Percentage for Revolving Loans that are LIBOR Rate Loans per
     annum on the average daily maximum amount available to be drawn under each
     Letter of Credit from the date of issuance to the date of expiration. The
     Letter of Credit Fee shall be payable quarterly in arrears on the last
     Business Day of each calendar quarter.

          (c) Issuing Lender Fees. In addition to the Letter of Credit Fees
     payable pursuant to subsection (b) hereof, the Borrower shall pay to the
     Issuing Lender for its own account without sharing by the other Lenders the
     reasonable and customary charges from time to time of the Issuing Lender
     with respect to the amendment, transfer, administration, cancellation and
     conversion of, and drawings under, such Letters of Credit (collectively,
     the "Issuing Lender Fees"). The Issuing Lender may charge, and


                                       39

<PAGE>

     retain for its own account without sharing by the other Lenders, an
     additional facing fee (the "Letter of Credit Facing Fee") of one-eighth of
     one percent (0.125%) per annum on the average daily maximum amount
     available to be drawn under each such Letter of Credit issued by it. The
     Issuing Lender Fees and the Letter of Credit Facing Fee shall be payable
     quarterly in arrears on the last Business Day of each calendar quarter.

          (d) Administrative Fee. The Borrower agrees to pay to the
     Administrative Agent the annual administrative fee as described in the
     Engagement Letter.

     SECTION 2.7 COMMITMENT REDUCTIONS.

          (a) Voluntary Reductions. The Borrower shall have the right to
     terminate or permanently reduce the unused portion of the Revolving
     Committed Amount at any time or from time to time upon not less than five
     (5) Business Days' prior written notice to the Administrative Agent (which
     shall notify the Lenders thereof as soon as practicable) of each such
     termination or reduction, which notice shall specify the effective date
     thereof and the amount of any such reduction which shall be in a minimum
     amount of $10,000,000 or a whole multiple of $5,000,000 in excess thereof
     and shall be irrevocable and effective upon receipt by the Administrative
     Agent; provided that no such reduction or termination shall be permitted if
     after giving effect thereto, and to any prepayments of the Revolving Loans
     made on the effective date thereof, the sum of the aggregate principal
     amount of outstanding Revolving Loans plus outstanding Swingline Loans plus
     outstanding LOC Obligations would exceed the Revolving Committed Amount
     then in effect.

          (b) Swingline Committed Amount. If the Revolving Committed Amount is
     reduced pursuant to Section 2.7(a) below the then current Swingline
     Committed Amount, the Swingline Committed Amount shall automatically be
     reduced by an amount such that the Swingline Committed Amount equals the
     Revolving Committed Amount.

          (c) Maturity Date. The Revolving Commitments, the Swingline Commitment
     and the LOC Commitment shall automatically terminate on the Maturity Date.

     SECTION 2.8 PREPAYMENTS.

          (a) Optional Prepayments. The Borrower shall have the right to repay
     Loans in whole or in part from time to time; provided, however, that each
     partial repayment of a Revolving Loan shall be in a minimum principal
     amount of $2,000,000 and integral multiples of $1,000,000 in excess thereof
     (or the remaining outstanding principal amount), and each partial repayment
     of a Swingline Loan shall be in a minimum principal amount of $250,000 and
     integral multiples of $50,000 in excess thereof (or the remaining
     outstanding principal amount). In the event of such optional repayment, the
     Borrower shall give five (5) Business Days' irrevocable notice in the case
     of LIBOR Rate Loans and five (5) Business Days' irrevocable notice in the
     case of Alternate Base Rate Loans, to the Administrative Agent (which shall
     notify the Lenders thereof as soon as practicable). All prepayments under
     this Section 2.8(a) shall be subject to Section 2.17,


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<PAGE>

     but otherwise without premium or penalty. Interest on the principal amount
     prepaid shall be payable on the next occurring Interest Payment Date that
     would have occurred had such loan not been prepaid or, at the request of
     the Administrative Agent, interest on the principal amount prepaid shall be
     payable on any date that a prepayment is made hereunder through the date of
     prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans
     may be reborrowed in accordance with the terms hereof.

          (b) Mandatory Prepayments.

               (i) Revolving Committed Amount. If at any time the sum of the
          outstanding Revolving Loans plus outstanding Swingline Loans plus LOC
          Obligations shall exceed the Revolving Committed Amount, the Borrower
          shall immediately prepay the Loans and/or cash collateralize the LOC
          Obligations in an amount sufficient to eliminate such excess (such
          prepayment to be applied as set forth in clause (v) below).

               (ii) Asset Dispositions. To the extent of Net Cash Proceeds in
          excess of $250,000 received in connection with an Asset Disposition
          which are not used to purchase or otherwise reinvest in similar assets
          (or, in the case of real estate, reinvested in assets useful in the
          operation of the business of the Borrower and its Subsidiaries in the
          aggregate) within 365 days of such Net Cash Proceeds, immediately
          following the expiration of such period, the Borrower shall prepay the
          Loans (to the extent there are Loans outstanding) without a
          corresponding permanent reduction in the Revolving Committed Amount in
          an aggregate amount equal to one hundred percent (100%) of such Net
          Cash Proceeds (such prepayment to be applied as set forth in clause
          (v) below).

               (iii) Issuances. Immediately upon receipt by any Credit Party or
          any Subsidiary of a Credit Party of Net Cash Proceeds from any Debt
          Issuance, the Borrower shall prepay the Loans (to the extent there are
          Loans outstanding) with a corresponding permanent reduction in the
          Revolving Committed Amount in an aggregate amount equal to one hundred
          percent (100%) of the Net Cash Proceeds of such Debt Issuance (such
          prepayment to be applied as set forth in clause (v) below). The
          Borrower shall not be required to prepay the Loans or reduce the
          Revolving Committed Amount with the proceeds of a Debt Issuance
          approved by the Administrative Agent in writing that is consummated
          for the sole purpose of raising funds to finance Permitted
          Acquisitions or certain capital expenditures or to refinance certain
          existing Indebtedness (to the extent permitted hereunder), to the
          extent that the proceeds are actually used for such Permitted
          Acquisition, capital expenditures or refinancing.

               (iv) Recovery Event. To the extent of Net Cash Proceeds in excess
          of $500,000 received in connection with any Recovery Event which are
          not used to repair or replace the assets subject to such Recovery
          Event within 365 days of the receipt of such Net Cash Proceeds,
          immediately following the expiration of such period, the Borrower
          shall prepay the Loans (to the extent there are Loans


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<PAGE>

          outstanding) without a corresponding permanent reduction in the
          Revolving Committed Amount in an aggregate amount equal to one hundred
          percent (100%) of such Net Cash Proceeds not so used (such prepayment
          to be applied as set forth in clause (v) below).

               (v) Application of Mandatory Prepayments. All amounts required to
          be paid pursuant to this Section 2.8(b) shall be applied first to the
          outstanding Swingline Loans and second to the outstanding Revolving
          Loans. Within the parameters of the foregoing application, prepayments
          shall be applied first to Alternate Base Rate Loans and then to LIBOR
          Rate Loans in direct order of Interest Period maturities. All
          prepayments under this Section 2.8(b) shall be subject to Section 2.17
          and be accompanied by interest on the principal amount prepaid through
          the date of prepayment.

               (c) Hedging Obligations Unaffected. Any repayment or prepayment
          made pursuant to this Section 2.8 shall not affect the Borrower's
          obligation to continue to make payments under any Secured Hedging
          Agreement, which shall remain in full force and effect notwithstanding
          such repayment or prepayment, subject to the terms of such Secured
          Hedging Agreement.

     SECTION 2.9 DEFAULT RATE AND PAYMENT DATES.

          Upon the occurrence, and during the continuance, of an Event of
     Default, at the discretion of the Required Lenders, the principal of and,
     to the extent permitted by law, interest on the Loans and any other amounts
     owing hereunder or under the other Credit Documents shall bear interest,
     payable on demand, at a per annum rate 2% greater than the rate which would
     otherwise be applicable (or if no rate is applicable, whether in respect of
     interest, fees or other amounts, then the Alternate Base Rate plus the
     Applicable Percentage for Alternate Base Rate Revolving Loans plus 2% (the
     "ABR Default Rate")).

     SECTION 2.10 CONVERSION OPTIONS.

          (a) The Borrower may, in the case of Revolving Loans, elect from time
     to time to convert all or any portion of any Alternate Base Rate Loan to a
     LIBOR Rate Loan, by delivering a Notice of Conversion/Extension to the
     Administrative Agent at least three (3) Business Days prior to the proposed
     date of conversion. In addition, the Borrower may elect from time to time
     to convert all or any portion of a LIBOR Rate Loan to an Alternate Base
     Rate Loan by giving the Administrative Agent irrevocable written notice
     thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of
     conversion. If the date upon which an Alternate Base Rate Loan is to be
     converted to a LIBOR Rate Loan is not a Business Day, then such conversion
     shall be made on the next succeeding Business Day and during the period
     from such last day of an Interest Period to such succeeding Business Day
     such Loan shall bear interest as if it were an Alternate Base Rate Loan.
     LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the
     last day of the applicable Interest Period. If the date upon which a LIBOR


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<PAGE>

     Rate Loan is to be converted to an Alternate Base Rate Loan is not a
     Business Day, then such conversion shall be made on the next succeeding
     Business Day and during the period from such last day of an Interest Period
     to such succeeding Business Day such Loan shall bear interest as if it were
     an Alternate Base Rate Loan. All or any part of outstanding Alternate Base
     Rate Loans may be converted as provided herein; provided that (i) no Loan
     may be converted into a LIBOR Rate Loan when any Default or Event of
     Default has occurred and is continuing and (ii) partial conversions shall
     be in an aggregate principal amount of $500,000 or a whole multiple of
     $100,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans
     may be converted as provided herein; provided that partial conversions
     shall be in an aggregate principal amount of $500,000 or a whole multiple
     of $100,000 in excess thereof.

          (b) Any LIBOR Rate Loans may be continued as such upon the expiration
     of an Interest Period with respect thereto by compliance by the Borrower
     with the notice provisions contained in Section 2.10(a); provided, that no
     LIBOR Rate Loan may be continued as such when any Default or Event of
     Default has occurred and is continuing, in which case such Loan shall be
     automatically converted to an Alternate Base Rate Loan at the end of the
     applicable Interest Period with respect thereto. If the Borrower shall fail
     to give timely notice of an election to continue a LIBOR Rate Loan, or the
     continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR
     Rate Loans shall be automatically converted to Alternate Base Rate Loans at
     the end of the applicable Interest Period with respect thereto.

     SECTION 2.11 COMPUTATION OF INTEREST AND FEES; USURY.

          (a) Interest payable hereunder with respect to any Alternate Base Rate
     Loan based on the Prime Rate shall be calculated on the basis of a year of
     365 days (or 366 days, as applicable) for the actual days elapsed. All
     other interest, fees and all other amounts payable hereunder shall be
     calculated on the basis of a 360 day year for the actual days elapsed. The
     Administrative Agent shall as soon as practicable notify the Borrower and
     the Lenders of each determination of a LIBOR Rate on the Business Day of
     the determination thereof. Any change in the interest rate on a Loan
     resulting from a change in the Alternate Base Rate shall become effective
     as of the opening of business on the day on which such change in the
     Alternate Base Rate shall become effective. The Administrative Agent shall
     as soon as practicable notify the Borrower and the Lenders of the effective
     date and the amount of each such change.

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

          (c) It is the intent of the Lenders and the Credit Parties to conform
     to and contract in strict compliance with applicable usury law from time to
     time in effect. All


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<PAGE>

     agreements between the Lenders and the Credit Parties are hereby limited by
     the provisions of this subsection which shall override and control all such
     agreements, whether now existing or hereafter arising and whether written
     or oral. In no way, nor in any event or contingency (including but not
     limited to prepayment or acceleration of the maturity of any Credit Party
     Obligation), shall the interest taken, reserved, contracted for, charged,
     or received under this Credit Agreement, under the Notes or otherwise,
     exceed the maximum nonusurious amount permissible under applicable law. If,
     from any possible construction of any of the Credit Documents or any other
     document, interest would otherwise be payable in excess of the maximum
     nonusurious amount, any such construction shall be subject to the
     provisions of this paragraph and such interest shall be automatically
     reduced to the maximum nonusurious amount permitted under applicable law,
     without the necessity of execution of any amendment or new document. If any
     Lender shall ever receive anything of value which is characterized as
     interest on the Loans under applicable law and which would, apart from this
     provision, be in excess of the maximum nonusurious amount, an amount equal
     to the amount which would have been excessive interest shall, without
     penalty, be applied to the reduction of the principal amount owing on the
     Loans and not to the payment of interest, or refunded to the Borrower or
     the other payor thereof if and to the extent such amount which would have
     been excessive exceeds such unpaid principal amount of the Loans. The right
     to demand payment of the Loans or any other Indebtedness evidenced by any
     of the Credit Documents does not include the right to receive any interest
     which has not otherwise accrued on the date of such demand, and the Lenders
     do not intend to charge or receive any unearned interest in the event of
     such demand. All interest paid or agreed to be paid to the Lenders with
     respect to the Loans shall, to the extent permitted by applicable law, be
     amortized, prorated, allocated, and spread throughout the full stated term
     (including any renewal or extension) of the Loans so that the amount of
     interest on account of such Indebtedness does not exceed the maximum
     nonusurious amount permitted by applicable law.

     SECTION 2.12 PRO RATA TREATMENT AND PAYMENTS.

          (a) Allocation of Payments Prior to Exercise of Remedies. Each
     borrowing of Revolving Loans and any reduction of the Revolving Commitments
     shall be made pro rata according to the respective Revolving Commitment
     Percentages of the Revolving Lenders. Unless otherwise required by the
     terms of this Credit Agreement, each payment and prepayment under this
     Credit Agreement or any Note shall be applied as the Borrower may elect, or
     if the Borrower shall make no election, first, to any fees then due and
     owing by the Borrower pursuant to Section 2.6, second, to interest then due
     and owing hereunder and under the Notes of the Borrower and, third, to
     principal then due and owing hereunder and under the Notes of the Borrower.
     Each payment on account of any fees pursuant to Section 2.6 shall be made
     pro rata in accordance with the respective amounts due and owing (except as
     to the Letter of Credit Facing Fees, the Issuing Lender Fees and the
     administrative agent fee referenced in Section 2.6(d)). Each payment (other
     than mandatory prepayments) and optional prepayment by the Borrower on
     account of principal of and interest on the Revolving Loans shall be
     applied to such Loans, as applicable, on a pro rata basis. Each mandatory
     prepayment on account of principal of


                                       44

<PAGE>

     the Loans shall be applied in accordance with Section 2.8(b). All payments
     (including prepayments) to be made by the Borrower on account of principal,
     interest and fees shall be made without defense, set-off or counterclaim
     (except as provided in Section 2.18(b)) and shall be made to the
     Administrative Agent for the account of the Lenders at the Administrative
     Agent's office specified in Section 9.2 in Dollars and in immediately
     available funds not later than 1:00 P.M. on the date when due. The
     Administrative Agent shall distribute such payments to the Lenders entitled
     thereto promptly upon receipt in like funds as received. If any payment
     hereunder (other than payments on the LIBOR Rate Loans) becomes due and
     payable on a day other than a Business Day, such payment shall be extended
     to the next succeeding Business Day, and, with respect to payments of
     principal, interest thereon shall be payable at the then applicable rate
     during such extension. If any payment on a LIBOR Rate Loan becomes due and
     payable on a day other than a Business Day, such payment date 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.

          (b) Allocation of Payments After Exercise of Remedies. Notwithstanding
     any other provisions of this Credit Agreement to the contrary, upon the
     occurrence and during the continuance of an Event of Default and after the
     exercise of remedies (other than the invocation of default interest
     pursuant to Section 2.9(b)) by the Administrative Agent or the Lenders
     pursuant to Section 7.2 (or after the Commitments shall automatically
     terminate and the Loans (with accrued interest thereon) and all other
     amounts under the Credit Documents shall automatically become due and
     payable in accordance with the terms of such Section), all amounts
     collected or received by the Administrative Agent or any Lender on account
     of the Credit Party Obligations or any other amounts outstanding under any
     of the Credit Documents or in respect of the Collateral shall be paid over
     or delivered as follows (irrespective of whether the following costs,
     expenses, fees, interest, premiums, scheduled periodic payments or Credit
     Party Obligations are allowed, permitted or recognized as a claim in any
     proceeding resulting from the occurrence of a Bankruptcy Event):

               FIRST, to the payment of all reasonable out-of-pocket costs and
          expenses (including without limitation reasonable attorneys' fees) of
          the Administrative Agent in connection with enforcing the rights of
          the Lenders under the Credit Documents and any protective advances
          made by the Administrative Agent with respect to the Collateral
          pursuant to the terms of the Security Documents;

               SECOND, to the payment of any unpaid annual administrative fees
          owed to the Administrative Agent pursuant to the Engagement Letter;

               THIRD, to the payment of all reasonable out-of-pocket costs and
          expenses (including without limitation, reasonable attorneys' fees) of
          each of the Lenders in connection with enforcing its rights under the
          Credit Documents or otherwise with respect to the Credit Party
          Obligations owing to such Lender;


                                       45

<PAGE>

               FOURTH, to the payment of all of the Credit Party Obligations
          consisting of accrued fees and interest, and including, with respect
          to any Secured Hedging Agreement, any fees, premiums and scheduled
          periodic payments due under such Secured Hedging Agreement and any
          interest accrued thereon;

               FIFTH, to the payment of the outstanding principal amount of the
          Credit Party Obligations and the payment or cash collateralization of
          the outstanding LOC Obligations, and including with respect to any
          Secured Hedging Agreement, any breakage, termination or other payments
          due under such Secured Hedging Agreement and any interest accrued
          thereon;

               SIXTH, to all other Credit Party Obligations and other
          obligations which shall have become due and payable under the Credit
          Documents or otherwise and not repaid pursuant to clauses "FIRST"
          through "FIFTH" above; and

               SEVENTH, to the payment of the surplus, if any, to whoever may be
          lawfully entitled to receive such surplus.

          In carrying out the foregoing, (i) amounts received shall be applied
     in the numerical order provided until exhausted prior to application to the
     next succeeding category; (ii) each of the Lenders and Hedging Agreement
     Providers shall receive an amount equal to its pro rata share (based on the
     proportion that the then outstanding Loans and LOC Obligations held by such
     Lender bears to the aggregate then outstanding Loans and LOC Obligations)
     of amounts available to be applied pursuant to clauses "THIRD", "FOURTH",
     "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts
     available for distribution pursuant to clause "FIFTH" above are
     attributable to the issued but undrawn amount of outstanding Letters of
     Credit, such amounts shall be held by the Administrative Agent in a cash
     collateral account and applied (A) first, to reimburse the Issuing Lender
     from time to time for any drawings under such Letters of Credit and (B)
     then, following the expiration of all Letters of Credit, to all other
     obligations of the types described in clauses "FIFTH" and "SIXTH" above in
     the manner provided in this Section 2.12. Notwithstanding the foregoing
     terms of this Section 2.12, only Collateral proceeds and payments under the
     Guaranty (as opposed to ordinary course principal, interest and fee
     payments hereunder) shall be applied to obligations under any Secured
     Hedging Agreement.

     SECTION 2.13 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

          (a) Unless the Administrative Agent shall have been notified in
     writing by a Lender prior to the date a Loan is to be made by such Lender
     (which notice shall be effective upon receipt) that such Lender does not
     intend to make the proceeds of such Loan available to the Administrative
     Agent, the Administrative Agent may assume that such Lender has made such
     proceeds available to the Administrative Agent on such date, and the
     Administrative Agent may in reliance upon such assumption (but shall not be
     required to) make available to the Borrower a corresponding amount. If such
     corresponding amount is not in fact made available to the Administrative
     Agent, the


                                       46

<PAGE>

     Administrative Agent shall be able to recover such corresponding amount
     from such Lender. If such Lender does not pay such corresponding amount
     forthwith upon the Administrative Agent's demand therefor, the
     Administrative Agent will promptly notify the Borrower, and the Borrower
     shall immediately pay such corresponding amount to the Administrative
     Agent. The Administrative Agent shall also be entitled to recover from the
     Lender or the Borrower, as the case may be, interest on such corresponding
     amount in respect of each day from the date such corresponding amount was
     made available by the Administrative Agent to the Borrower to the date such
     corresponding amount is recovered by the Administrative Agent at a per
     annum rate equal to (i) from the Borrower at the applicable rate for the
     applicable borrowing pursuant to the Notice of Borrowing and (ii) from a
     Lender at the Federal Funds Effective Rate.

          (b) Unless the Administrative Agent shall have been notified in
     writing by the Borrower prior to the date on which any payment is due from
     the Borrower hereunder (which notice shall be effective upon receipt) that
     the Borrower does not intend to make such payment, the Administrative Agent
     may assume that the Borrower has made such payment when due, and the
     Administrative Agent may in reliance upon such assumption (but shall not be
     required to) make available to each Lender on such payment date an amount
     equal to the portion of such assumed payment to which such Lender is
     entitled hereunder, and if the Borrower has not in fact made such payment
     to the Administrative Agent, such Lender shall, on demand, repay to the
     Administrative Agent the amount made available to such Lender. If such
     amount is repaid to the Administrative Agent on a date after the date such
     amount was made available to such Lender, such Lender shall pay to the
     Administrative Agent on demand interest on such amount in respect of each
     day from the date such amount was made available by the Administrative
     Agent to such Lender to the date such amount is recovered by the
     Administrative Agent at a per annum rate equal to the Federal Funds
     Effective Rate.

          (c) A certificate of the Administrative Agent submitted to the
     Borrower or any Lender with respect to any amount owing under this Section
     2.13 shall be presumed correct in the absence of demonstrable error.

     SECTION 2.14 INABILITY TO DETERMINE INTEREST RATE.

     Notwithstanding any other provision of this Credit Agreement, if (a) the
Administrative Agent shall reasonably determine (which determination shall be
presumed correct and binding absent demonstrable error) that, by reason of
circumstances affecting the relevant market, reasonable and adequate means do
not exist for ascertaining LIBOR for any Interest Period, or (b) the Required
Lenders shall reasonably determine (which determination shall be presumed
correct and binding absent demonstrable error) that the LIBOR Rate does not
adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate
Loans that the Borrower has requested be outstanding as a LIBOR Tranche during
any Interest Period, the Administrative Agent shall forthwith give telephone
notice of such determination, confirmed in writing, to the Borrower and to the
Lenders at least two (2) Business Days prior to the first day of such Interest
Period. Unless the Borrower shall have notified the Administrative Agent upon
receipt of such telephone notice that it wishes to rescind or modify its request
regarding such LIBOR Rate


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<PAGE>

Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be
made as Alternate Base Rate Loans and any Loans that were requested to be
converted into or continued as LIBOR Rate Loans shall remain as or be converted
into Alternate Base Rate Loans. Until any such notice has been withdrawn by the
Administrative Agent, no further Loans shall be made as, continued as, or
converted into, LIBOR Rate Loans for the Interest Periods so affected.

     SECTION 2.15 ILLEGALITY.

     Notwithstanding any other provision of this Credit Agreement, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof by the relevant Governmental Authority with respect to any
Lender made subsequent to the Closing Date shall make it unlawful for such
Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as
contemplated by this Credit Agreement or to obtain in the interbank eurodollar
market through its LIBOR Lending Office the funds with which to make such Loans,
(a) such Lender shall promptly notify the Administrative Agent and the Borrower
thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or
continue LIBOR Rate Loans as such shall forthwith be suspended until the
Administrative Agent shall give notice that the condition or situation which
gave rise to the suspension shall no longer exist, and (c) such Lender's Loans
then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day
of the Interest Period for such Loans or within such earlier period as required
by law into Alternate Base Rate Loans. The Borrower hereby agrees promptly to
pay any Lender, upon its demand, any additional amounts necessary to compensate
such Lender for actual and direct costs (but not including anticipated profits)
reasonably incurred by such Lender in making any repayment in accordance with
this Section including, but not limited to, any interest or fees payable by such
Lender to lenders of funds obtained by it in order to make or maintain its LIBOR
Rate Loans hereunder. A certificate as to any additional amounts payable
pursuant to this Section submitted by such Lender, through the Administrative
Agent, to the Borrower shall be presumed correct in the absence of demonstrable
error. Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts
which may otherwise be payable pursuant to this Section; provided, however, that
such efforts shall not cause the imposition on such Lender of any additional
costs or legal or regulatory burdens as determined by such Lender to be material
in its sole discretion.

     SECTION 2.16 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 such Lender to any tax of any kind whatsoever
          with respect to any Letter of Credit or any application relating
          thereto, any LIBOR Rate Loan made by it, or change the basis of
          taxation of payments to such Lender in respect thereof (except for
          changes in the rate of tax on the overall net income of such Lender);


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<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 which is not otherwise included in
          the determination of the LIBOR Rate hereunder; 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 of
making or maintaining LIBOR Rate Loans or the Letters of Credit or the
Participation Interests therein or to reduce any amount receivable hereunder or
under any Note, then, in any such case, the Credit Parties shall promptly pay
such Lender, within thirty (30) days after its demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced amount
receivable (but not including anticipated profits) which such Lender reasonably
deems to be material as determined by such Lender with respect to its LIBOR Rate
Loans or Letters of Credit. A certificate as to any additional amounts payable
pursuant to this Section submitted by such Lender, through the Administrative
Agent, to the Borrower shall be presumed correct in the absence of demonstrable
error. Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its Domestic Lending Office or LIBOR Lending Office, as the
case may be) to avoid or to minimize any amounts which might otherwise be
payable pursuant to this paragraph of this Section; provided, however, that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens as determined by such Lender to be material.

     (b) If any Lender shall have reasonably 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 central bank
or Governmental Authority made subsequent to the date hereof does or 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 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 reasonably
deemed by such Lender to be material, then from time to time, within thirty (30)
days after demand by such Lender, the Credit Parties shall pay to such Lender
such additional amount as shall be certified by such Lender as being required to
compensate it for such reduction. Such a certificate as to any additional
amounts payable under this Section submitted by a Lender (which certificate
shall include a description of the basis for the computation), through the
Administrative Agent, to the Borrower shall be presumed correct in the absence
of demonstrable error.

     (c) The agreements in this Section 2.16 shall survive the termination of
this Credit Agreement and payment of all Credit Party Obligations.


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<PAGE>

          (d) Each Lender will promptly notify the Borrower and the
     Administrative Agent of any event of which it has knowledge which will
     entitle such Lender to compensation pursuant to this Section 2.16. Any
     claim by a Lender for indemnification under this Section 2.16 shall be made
     no later than ninety (90) days after such Lender becomes aware of any
     amount payable to such Lender under this Section 2.16.

     SECTION 2.17 INDEMNITY.

     The Credit Parties hereby agree to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in payment of the
principal amount of any LIBOR Rate Loan by such Lender in accordance with the
terms hereof, (b) default by the Borrower in accepting a LIBOR Rate borrowing
after the Borrower has given such a borrowing notice in accordance with the
terms hereof, (c) default by the Borrower in making any prepayment of a LIBOR
Rate Loan after the Borrower has given such a notice of prepayment in accordance
with the terms hereof, and/or (d) the making by the Borrower of a prepayment of
a LIBOR Rate Loan, or the conversion thereof, on a day which is not the last day
of the Interest Period with respect thereto, in each case including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to maintain its LIBOR
Rate Loans hereunder. A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender, through the Administrative
Agent, to the Borrower (which certificate must be delivered to the
Administrative Agent within thirty days following such default, prepayment or
conversion) shall be presumed correct in the absence of demonstrable error. The
agreements in this Section shall survive termination of this Credit Agreement
and payment of the Credit Party Obligations; provided, that any claim by a
Lender for indemnification under this Section 2.17 shall be made no later than
ninety (90) days after such Lender becomes aware of such loss or expense.

     SECTION 2.18 TAXES.

          (a) All payments made by the Credit Parties hereunder or under any
     Note shall be, except as provided in Section 2.18(b), made free and clear
     of, and without deduction or withholding for, any present or future taxes,
     levies, imposts, duties, fees, assessments or other charges of whatever
     nature now or hereafter imposed by any Governmental Authority or by any
     political subdivision or taxing authority thereof or therein with respect
     to such payments (but excluding any tax imposed on or measured by the net
     income or profits of a Lender pursuant to the laws of the jurisdiction in
     which it is organized or the jurisdiction in which the principal office or
     applicable lending office of such Lender is located or any subdivision
     thereof or therein) and all interest, penalties or similar liabilities with
     respect thereto (all such non-excluded taxes, levies, imposts, duties,
     fees, assessments or other charges being referred to collectively as
     "Taxes"). If any Taxes are so levied or imposed, the Credit Parties agree
     to pay the full amount of such Taxes, and such additional amounts as may be
     necessary so that every payment of all amounts due by the Credit Parties
     under this Credit Agreement or under any Note, after withholding or
     deduction for or on account of any Taxes, will not be less than the amount
     provided for herein or in such Note. The Credit Parties will furnish to the


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<PAGE>

     Administrative Agent as soon as practicable after the date the payment of
     any such Taxes is due pursuant to applicable law certified copies (to the
     extent reasonably available and required by law) of tax receipts evidencing
     such payment by the Credit Parties. The Credit Parties agree to indemnify
     and hold harmless each Lender, and reimburse such Lender upon its written
     request, for the amount of any Taxes so levied or imposed and paid by such
     Lender.

          (b) Each Lender that is not a United States person (as such term is
     defined in Section 7701(a)(30) of the Code) agrees to deliver to the
     Borrower and the Administrative Agent on or prior to the Closing Date, or
     in the case of a Lender that is an assignee or transferee of an interest
     under this Credit Agreement pursuant to Section 9.6(d) (unless the
     respective Lender was already a Lender hereunder immediately prior to such
     assignment or transfer), on the date of such assignment or transfer to such
     Lender two accurate and complete original signed copies of Internal Revenue
     Service Form W-8BEN or W-8ECI (or successor forms) certifying such Lender's
     entitlement to a complete exemption from United States withholding tax with
     respect to payments to be made under this Credit Agreement and under any
     Note. In addition, each Lender agrees that it will deliver upon the
     Borrower's request updated versions of the foregoing, as applicable,
     whenever the previous certification has become obsolete or inaccurate in
     any material respect, together with such other forms as may be required in
     order to confirm or establish the entitlement of such Lender to a continued
     exemption from or reduction in United States withholding tax with respect
     to payments under this Credit Agreement and any Note. Notwithstanding
     anything to the contrary contained in Section 2.18(a), but subject to the
     immediately succeeding sentence, (i) the Borrower shall be entitled, to the
     extent it is required to do so by law, to deduct or withhold Taxes imposed
     by the United States (or any political subdivision or taxing authority
     thereof or therein) from interest, fees or other amounts payable hereunder
     for the account of any Lender which is not a United States person (as such
     term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
     tax purposes to the extent that such Lender has not provided to the
     Borrower U.S. Internal Revenue Service Forms that establish a complete
     exemption from such deduction or withholding and (ii) the Borrower shall
     not be obligated pursuant to Section 2.18(a) hereof to gross-up payments to
     be made to a Lender in respect of Taxes imposed by the United States if (A)
     such Lender has not provided to the Borrower the Internal Revenue Service
     Forms required to be provided to the Borrower pursuant to this Section
     2.18(b) or (B) in the case of a payment, other than interest, to a Lender
     described in clause (ii) above, to the extent that such Forms do not
     establish a complete exemption from withholding of such Taxes.
     Notwithstanding anything to the contrary contained in the preceding
     sentence or elsewhere in this Section 2.18, the Credit Parties agree to pay
     additional amounts and to indemnify each Lender in the manner set forth in
     Section 2.18(a) (without regard to the identity of the jurisdiction
     requiring the deduction or withholding) in respect of any amounts deducted
     or withheld by it as described in the immediately preceding sentence as a
     result of any changes after the Closing Date in any applicable law, treaty,
     governmental rule, regulation, guideline or order, or in the interpretation
     thereof, relating to the deducting or withholding of Taxes.


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<PAGE>

          (c) Each Lender agrees to use reasonable efforts (including reasonable
     efforts to change its Domestic Lending Office or LIBOR Lending Office, as
     the case may be) to avoid or to minimize any amounts which might otherwise
     be payable pursuant to this Section; provided, however, that such efforts
     shall not cause the imposition on such Lender of any additional costs or
     legal or regulatory burdens deemed by such Lender in its sole discretion to
     be material.

          (d) If the Credit Parties pay any additional amount pursuant to this
     Section 2.18 with respect to a Lender, such Lender shall use reasonable
     efforts to obtain a refund of tax or credit against its tax liabilities on
     account of such payment; provided that such Lender shall have no obligation
     to use such reasonable efforts if either (i) it is in an excess foreign tax
     credit position or (ii) it believes in good faith, in its sole discretion,
     that claiming a refund or credit would cause adverse tax consequences to
     it. In the event that such Lender receives such a refund or credit, such
     Lender shall pay to the Credit Parties an amount that such Lender
     reasonably determines is equal to the net tax benefit obtained by such
     Lender as a result of such payment by the Credit Parties. In the event that
     no refund or credit is obtained with respect to the Credit Parties'
     payments to such Lender pursuant to this Section 2.18(d), then such Lender
     shall upon request provide a certification that such Lender has not
     received a refund or credit for such payments. Nothing contained in this
     Section 2.18(d) shall require a Lender to disclose or detail the basis of
     its calculation of the amount of any tax benefit or any other amount or the
     basis of its determination referred to in the proviso to the first sentence
     of this Section 2.18(d) to the Credit Parties or any other party.

          (e) The agreements in this Section 2.18 shall survive the termination
     of this Credit Agreement and the payment of the Credit Party Obligations.

     SECTION 2.19 INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

          (a) In addition to its other obligations under Section 2.3, the Credit
     Parties hereby agree to protect, indemnify, pay and save the Issuing Lender
     harmless from and against any and all claims, demands, liabilities,
     damages, losses, costs, charges and expenses (including reasonable
     attorneys' fees) that the Issuing Lender may incur or be subject to as a
     consequence, direct or indirect, of (i) the issuance of any Letter of
     Credit or (ii) the failure of the Issuing Lender to honor a drawing under a
     Letter of Credit as a result of any act or omission, whether rightful or
     wrongful, of any present or future de jure or de facto government or
     Governmental Authority (all such acts or omissions, herein called
     "Government Acts").

          (b) As between the Credit Parties and the Issuing Lender, the Credit
     Parties shall assume all risks of the acts, omissions or misuse of any
     Letter of Credit by the beneficiary thereof. The Issuing Lender shall not
     be responsible: (i) for the form, validity, sufficiency, accuracy,
     genuineness or legal effect of any document submitted by any party in
     connection with the application for and issuance of any Letter of Credit,
     even if it should in fact prove to be in any or all respects invalid,
     insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
     sufficiency of any instrument transferring or


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<PAGE>

     assigning or purporting to transfer or assign any Letter of Credit or the
     rights or benefits thereunder or proceeds thereof, in whole or in part,
     that may prove to be invalid or ineffective for any reason; (iii) for
     failure of the beneficiary of a Letter of Credit to comply fully with
     conditions required in order to draw upon a Letter of Credit; (iv) for
     errors, omissions, interruptions or delays in transmission or delivery of
     any messages, by mail, cable, telegraph, telex or otherwise, whether or not
     they be in cipher; (v) for errors in interpretation of technical terms;
     (vi) for any loss or delay in the transmission or otherwise of any document
     required in order to make a drawing under a Letter of Credit or of the
     proceeds thereof; and (vii) for any consequences arising from causes beyond
     the control of the Issuing Lender, including, without limitation, any
     Government Acts. None of the above shall affect, impair, or prevent the
     vesting of the Issuing Lender's rights or powers hereunder. The Credit
     Parties do not waive their right to assert (by separate and independent
     action and not by way of setoff) any claim to recover amounts paid in
     accordance with this Section or in satisfaction of Reimbursement
     Obligations based on the Issuing Lender's gross negligence or willful
     misconduct.

          (c) In furtherance and extension and not in limitation of the specific
     provisions hereinabove set forth, any action taken or omitted by the
     Issuing Lender, under or in connection with any Letter of Credit or the
     related certificates, if taken or omitted in the absence of gross
     negligence or willful misconduct, shall not put the Issuing Lender under
     any resulting liability to the Credit Parties. It is the intention of the
     parties that this Credit Agreement shall be construed and applied to
     protect and indemnify the Issuing Lender against any and all risks involved
     in the issuance of the Letters of Credit, all of which risks are hereby
     assumed by the Credit Parties, including, without limitation, any and all
     risks of the acts or omissions, whether rightful or wrongful, of any
     Government Authority. The Issuing Lender shall not, in any way, be liable
     for any failure by the Issuing Lender or anyone else to pay any drawing
     under any Letter of Credit as a result of any Government Acts or any other
     cause beyond the control of the Issuing Lender.

          (d) Nothing in this Section 2.19 is intended to limit the
     Reimbursement Obligation of the Borrower contained in Section 2.3(d)
     hereof. The obligations of the Credit Parties under this Section 2.19 shall
     survive the termination of this Credit Agreement. No act or omissions of
     any current or prior beneficiary of a Letter of Credit shall in any way
     affect or impair the rights of the Issuing Lender to enforce any right,
     power or benefit under this Credit Agreement.

          (e) Notwithstanding anything to the contrary contained in this Section
     2.19 or elsewhere, the Credit Parties shall have no obligation to indemnify
     the Issuing Lender in respect of any liability incurred by the Issuing
     Lender arising out of the gross negligence or willful misconduct of the
     Issuing Lender (including action not taken by the Issuing Lender), as
     determined by a court of competent jurisdiction.


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<PAGE>

     SECTION 2.20 REPLACEMENT OF LENDERS.

     The Borrower shall be permitted to replace, with a financial institution,
any Lender (other than Wachovia) that (a) requests reimbursement for amounts
owing pursuant to Section 2.15, 2.16 or 2.18(a), or (b) is then in default of
its obligation to make Loans hereunder; 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 2.15,
2.16 or 2.18(a), as applicable, so as to eliminate the continued need for
payment of amounts owing pursuant to Section 2.15, 2.16 or 2.18(a), as
applicable, (iv) the replacement financial institution shall purchase, at par,
all Loans and other amounts owing to such replaced Lender and assume all
Commitments of the replaced Lender on or prior to the date of replacement, (v)
the Borrower shall be liable to such Lender under Section 2.17 if any LIBOR Rate
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 9.6 (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 2.15, 2.16 or 2.18(a), as the case may be (and thereafter, shall pay all
amounts incurred under such Sections prior to such replacement), 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. In the event the replaced Lender fails to execute the
agreements required under Section 9.6 in connection with any assignment pursuant
to this Section 2.20, the Administrative Agent may, upon two (2) Business Days
prior notice to such replaced Lender, execute such agreements on behalf of such
replaced Lender. A Lender shall not be required to be replaced if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such replacement cease to apply.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     To induce the Lenders to enter into this Credit Agreement and to make the
Extensions of Credit herein provided for, the Credit Parties hereby represent
and warrant to the Administrative Agent and to each Lender that:

     SECTION 3.1 FINANCIAL CONDITION.

     The Borrower has delivered to the Administrative Agent and the Lenders (a)
balance sheets and the related statements of income and of cash flows of Belden
Inc. (as the accounting acquirer with respect to the July 15, 2004 merger
involving the Borrower and Belden Inc.) and its Subsidiaries on a consolidated
basis for the fiscal years ended December 31, 2002, December 31, 2003 and
December 31, 2004 audited by a nationally recognized independent accounting


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<PAGE>

firm, (b) a company-prepared unaudited balance sheet and related statements of
income and cash flows for the Borrower and its Subsidiaries on a consolidated
basis for the three (3) consecutive fiscal quarters ending September 30, 2005,
(c) a company-prepared pro forma balance sheet and related statements of income
and cash flows for the Borrower and its Subsidiaries on a consolidated basis
giving effect to the initial Loans and other Extension of Credit under this
Agreement and the other transactions contemplated herein as of September 30,
2005, in form and substance reasonably satisfactory to the Arranger and the
Administrative Agent and (d) five-year projections of the Borrower and its
Subsidiaries on a consolidated basis, all in form and substance reasonably
satisfactory to the Administrative Agent and certified by the chief financial
officer of the Borrower that they fairly present the financial condition of the
Borrower and its Subsidiaries as of the dates indicated and that (i) with
respect to the audited and unaudited financial statements, they fairly present
the results of their operations and their cash flows for the periods indicated,
subject (in the case of the unaudited financial statements) to changes resulting
from audit and normal year-end adjustments, and (ii) with respect to the pro
forma balance sheet and the projections, were prepared in good faith based upon
reasonable assumptions.

     SECTION 3.2 NO CHANGE.

     Since December 31, 2004 (and, after delivery of annual audited financial
statements in accordance with Section 5.1(a) for the fiscal years ending
December 31, 2005 and December 31, 2006, from the date of such most recently
delivered annual audited financial statements) there has been no development or
event which, individually or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect.

     SECTION 3.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW.

     Each of the Borrower and the other Credit Parties (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the requisite power and authority to own and operate all
its material property, to lease the material property it operates as lessee and
to conduct the business in which it is currently engaged, (c) is duly qualified
to conduct business 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 so
qualify or be in good standing could not, in the aggregate, 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. The jurisdictions in which the Credit Parties as of the Closing Date are
organized and qualified to do business are described on Schedule 3.3.

     SECTION 3.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

     Each of the Borrower and the other Credit Parties has full power and
authority and the legal right to make, deliver and perform the Credit Documents
to which it is party and has taken all necessary corporate action to authorize
the execution, delivery and performance by it of the Credit Documents to which
it is party. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority (except for filings under the
Securities


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<PAGE>

Exchange Act of 1934) or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery or performance of any
Credit Document by the Borrower or the other Credit Parties (other than those
which have been obtained) or with the validity or enforceability of any Credit
Document against the Borrower or the other Credit Parties (except such filings
as are necessary in connection with the perfection of the Liens created by such
Credit Documents). Each Credit Document to which it is a party has been duly
executed and delivered on behalf of the Borrower or the other Credit Parties, as
the case may be. Each Credit Document to which it is a party constitutes a
legal, valid and binding obligation of the Borrower or the other Credit Parties,
as the case may be, enforceable against the Borrower or such other Credit Party,
as the case may be, 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).

     SECTION 3.5 NO LEGAL BAR; NO DEFAULT.

     The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any material Requirement of Law or any material Contractual Obligation of the
Borrower or any other Credit Party (except those as to which waivers or consents
have been obtained), and will not result in, or require, the creation or
imposition of any Lien on any of its or their respective properties or revenues
pursuant to any material Requirement of Law or material Contractual Obligation
other than the Liens arising under or contemplated in connection with the Credit
Documents. Neither the Borrower nor any other Credit Party is in default under
or with respect to any of its Contractual Obligations in any respect which could
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

     SECTION 3.6 NO MATERIAL LITIGATION.

     No litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the best knowledge of the Credit
Parties, threatened by or against any Credit Party or any Subsidiaries of the
Credit Parties or against any of its or their respective properties or revenues
(a) with respect to the Credit Documents or any Loan or any of the transactions
contemplated hereby, or (b) which could reasonably be expected to have a
Material Adverse Effect.

     SECTION 3.7 INVESTMENT COMPANY ACT; PUHCA, ETC.

     Neither the Borrower nor any other Credit 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. Neither the Borrower nor any other
Credit Party is subject to regulation under any federal or state statute or
regulation limiting its ability to incur the Credit Party Obligations,
including, without limitation, to the extent limiting such ability, the Public
Utility Holding Company Act of 1935, as amended, the Federal Power Act and the
Interstate Commerce Act.


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<PAGE>

     SECTION 3.8 MARGIN REGULATIONS.

     No part of the proceeds of any Extension of Credit hereunder will be used
directly or indirectly for any purpose which violates the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System as
now and from time to time hereafter in effect. The Credit Parties and their
Subsidiaries (a) are not engaged, principally or as one of their important
activities, in the business of extending credit for the purpose of "purchasing"
or "carrying" "margin stock" within the respective meanings of each of such
terms under Regulation U and (b) taken as a group do not own "margin stock"
except as identified in the financial statements referred to in Section 3.1 and
the aggregate value of all "margin stock" owned by the Credit Parties and their
Subsidiaries taken as a group does not exceed 25% of the value of their assets.

     SECTION 3.9 ERISA.

     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 during such period each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code, except to the extent that any such occurrence or failure to comply
would not reasonably be expected to have a Material Adverse Effect. No
termination of a Single Employer Plan has occurred resulting in any liability
that has remained underfunded, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period which could reasonably be expected to have
a Material Adverse Effect. 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 by an amount which, as determined in
accordance with GAAP, could reasonably be expected to have a Material Adverse
Effect. Neither the Borrower nor any Commonly Controlled Entity is currently
subject to any liability for a complete or partial withdrawal from a
Multiemployer Plan which could reasonably be expected to have a Material Adverse
Effect.

     SECTION 3.10 ENVIRONMENTAL MATTERS.

     Except as to matters which, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect:

          (a) To the best of the Credit Parties' actual knowledge, the
     facilities and properties owned, leased or operated by the Borrower and the
     other Credit Parties or any of their Subsidiaries (the "Properties") do not
     contain any Materials of Environmental Concern in amounts or concentrations
     which (i) constitute a violation of, or (ii) could give rise to liability
     under, any Environmental Law.

          (b) To the best of the Credit Parties' actual knowledge, the
     Properties and all operations of the Borrower and the other Credit Parties
     and/or their Subsidiaries at the Properties are in compliance, and since
     the date three years prior to the Closing Date have been in compliance, in
     all material respects with all applicable Environmental Laws, and


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     there is no contamination at, under or about the Properties or violation of
     any Environmental Law with respect to the Properties or the business
     operated by the Borrower and the other Credit Parties or any of their
     Subsidiaries (the "Business").

          (c) Since the date three years prior to the Closing Date, neither the
     Borrower nor any of the other Credit Parties has received any written or
     actual notice of violation, alleged violation, non-compliance, liability or
     potential liability regarding environmental matters or compliance with
     Environmental Laws with regard to any of the Properties or the Business,
     nor does the Borrower or any of the other Credit Parties nor any of their
     Subsidiaries have knowledge or reason to believe that any such notice will
     be received or is being threatened.

          (d) To the best of the Credit Parties' actual knowledge, since the
     date three years prior to the Closing Date, Materials of Environmental
     Concern have not been transported or disposed of from the Properties in
     violation of, or in a manner or to a location which could 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 in violation of, or in a manner that could
     give rise to liability under, any applicable Environmental Law.

          (e) No judicial proceeding or governmental or administrative action is
     pending or, to the best of the Credit Parties' actual knowledge,
     threatened, under any Environmental Law to which the Borrower or any other
     Credit Party or any Subsidiary is or will 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.

          (f) To the best of the Credit Parties' actual knowledge, since the
     date three years prior to the Closing Date, 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 the Borrower or
     any other Credit Party or any Subsidiary in connection with the Properties
     or otherwise in connection with the Business, in violation of or in amounts
     or in a manner that could give rise to liability under Environmental Laws.

     SECTION 3.11 USE OF PROCEEDS.

     The proceeds of the Extensions of Credit shall be used by the Borrower
solely (a) to refinance certain existing Indebtedness of the Borrower and its
Subsidiaries, (b) to pay any costs, fees and expenses associated with this
Agreement on the Closing Date and (c) for working capital and other general
corporate purposes of the Borrower and its Subsidiaries (including, without
limitation, capital expenditures and Permitted Acquisitions).


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     SECTION 3.12 SUBSIDIARIES.

     Set forth on Schedule 3.12 is a complete and accurate list of all
Subsidiaries of the Credit Parties. Information on the attached Schedule
includes the following: (a) jurisdiction of incorporation; (b) the number of
shares of each class of Capital Stock or other equity interests outstanding; (c)
the number of authorized shares of each class of stock; and (d) the number and
effect, if exercised, of all outstanding options, warrants, rights of conversion
or purchase and similar rights. The outstanding Capital Stock and other equity
interests of all such Subsidiaries is validly issued, fully paid and
non-assessable and is owned, free and clear of all Liens (other than the
Permitted Liens and those Liens arising under or contemplated in connection with
the Credit Documents). The Borrower may update Schedule 3.12 from time to time
by providing a replacement Schedule 3.12 to the Administrative Agent.

     SECTION 3.13 OWNERSHIP.

     Each Credit Party and its Subsidiaries has good and transferrable title,
subject only to Permitted Liens, to its respective material assets sufficient
for the conduct of its business, or if any material asset is leased by a Credit
Party or a Subsidiary, it has a valid leasehold interest enforceable against the
lessor of such Property substantially in accordance with the terms of such
lease, and none of such material assets is subject to any Lien other than
Permitted Liens.

     SECTION 3.14 INDEBTEDNESS.

     Except as otherwise permitted under Section 6.1, the Credit Parties and
their Subsidiaries have no Indebtedness.

     SECTION 3.15 TAXES.

     Other than any return or payment with respect to which any applicable
statute of limitations has expired, each of the Credit Parties and their
Subsidiaries has filed, or caused to be filed, all tax returns (federal, state,
local and foreign) required to be filed and paid (a) all amounts of taxes shown
thereon to be due (including interest and penalties) and (b) all other taxes,
fees, assessments and other governmental charges (including mortgage recording
taxes, documentary stamp taxes and intangibles taxes) owing by it, except for
such taxes, fees, assessments and governmental charges (i) which are not yet
delinquent, (ii) that are being contested in good faith and by proper
proceedings and against which adequate reserves are being maintained in
accordance with GAAP or (iii) are immaterial or de minimus in amount. No Credit
Party is aware as of the Closing Date of any proposed tax assessments against
them or any of their Subsidiaries which could reasonably be expected to have a
Material Adverse Effect.

     SECTION 3.16 INTELLECTUAL PROPERTY RIGHTS.

     Each of the Credit Parties and their Subsidiaries owns, or has the legal
right to use, all trademarks, tradenames, copyrights, technology, know-how and
processes necessary for each of them to conduct its business as currently
conducted in all material respects. Set forth on Schedule 3.16 is a list, as of
the later of the Closing Date or the date Schedule 3.16 was most


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recently updated pursuant to Section 5.2(c)(ii), of all Intellectual Property
(excluding software and software-related licenses) that is material to the
conduct of the business of the Borrower and its Subsidiaries taken as a whole
(i) that is registered (or for which an application for registration has been
submitted) with the U.S. Patent and Trademark Office or the U.S. Copyright
Office, as applicable and (ii) that is either owned by any of the Credit Parties
and their Subsidiaries or that the Credit Parties or any of their Subsidiaries
has the right to use. Except as provided on Schedule 3.16, no claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor do the Credit Parties or any of their Subsidiaries
know of any such claim, and, to the actual knowledge of the Responsible Officers
of the Credit Parties, the use of such Intellectual Property by the Credit
Parties or any of their Subsidiaries does not infringe on the rights of any
Person, except for such claims and infringements that in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. Schedule 3.16
shall be updated quarterly by the Borrower to include new Intellectual Property
by giving written notice thereof to the Administrative Agent as required by
Section 5.2(c)(ii).

     SECTION 3.17 SOLVENCY.

     The fair saleable value of the Credit Parties' collective assets, measured
on a going concern basis, exceeds all probable liabilities including those to be
incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has
unreasonably small capital in relation to the business in which it is or
proposes to be engaged or (b) has incurred, or believes that it will incur after
giving effect to the transactions contemplated by this Credit Agreement, debts
beyond its ability to pay such debts as they become due.

     SECTION 3.18 INVESTMENTS.

     All Investments of each of the Credit Parties and their Subsidiaries are
Permitted Investments.

     SECTION 3.19 LOCATION OF COLLATERAL.

     Set forth on Schedule 3.19(a) is a list of all leased or owned real
properties of the Credit Parties and any other locations where any tangible
personal property of the Credit Parties is located as of the Closing Date,
including street address, county and state where located, except in any event
for (a) locations where inventory on consignment or subject to bailment
agreements is being held, provided that the aggregate value of such inventory at
all locations does not exceed $500,000, and provided that the Credit Parties
have filed a financing statement with respect to such goods, (b) goods in
transit and (c) locations where other goods are located, provided that the
aggregate value of such goods does not exceed $100,000. Set forth on Schedule
3.19(b) is the state of incorporation or organization, the chief executive
office and the principal place of business of each of the Credit Parties as of
the Closing Date.

     SECTION 3.20 NO BURDENSOME RESTRICTIONS.


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     None of the Credit Parties or any of their Subsidiaries is a party to any
agreement or instrument or subject to any other obligation or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
affecting their business which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

     SECTION 3.21 BROKERS' FEES.

     None of the Credit Parties or their Subsidiaries has any obligation as of
the Closing Date to any Person in respect of any finder's, broker's, investment
banking or other similar fee in connection with any of the transactions
contemplated under the Credit Documents other than the closing and other fees
payable pursuant to this Credit Agreement and the fees set forth in the
Engagement Letter.

     SECTION 3.22 LABOR MATTERS.

     There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Credit Parties or any of their Subsidiaries as of
the Closing Date, other than as set forth in Schedule 3.22 hereto, and none of
the Credit Parties and their Subsidiaries (a) has suffered any strikes,
walkouts, work stoppages or other labor difficulty since the date three years
prior to the Closing Date, other than as set forth in Schedule 3.22 hereto, or
(b) has knowledge of any potential or pending strike, walkout or work stoppage,
which, in the case of (a) or (b), could reasonably be expected to have a
Material Adverse Effect. Other than as set forth on Schedule 3.22, no unfair
labor practice complaint is pending against any Credit Party or any of its
Subsidiaries as of the Closing Date which could reasonably be expected to have a
Material Adverse Effect.

     SECTION 3.23 ACCURACY AND COMPLETENESS OF INFORMATION.

     All factual information heretofore, contemporaneously or hereafter
furnished by or on behalf of any Credit Party or any of its Subsidiaries to the
Administrative Agent, the Arranger or any Lender for purposes of or in
connection with this Credit Agreement or any other Credit Document, or any
transaction contemplated hereby or thereby, is or will be true and accurate in
all material respects and not incomplete by omitting to state any material fact
necessary to make such information not misleading. To the actual knowledge of
the Responsible Officers of the Credit Parties, the Credit Parties have
disclosed to the Administrative Agent in writing any and all facts which could
reasonably be expected to cause a Material Adverse Effect.

     SECTION 3.24 MATERIAL CONTRACTS.

     Schedule 3.24 sets forth a complete and accurate list of all Material
Contracts of the Credit Parties and their Subsidiaries in effect as of the
Closing Date. Other than as set forth in Schedule 3.24, each such Material
Contract is, and after giving effect to the Transactions will be, in full force
and effect in all material respects. The Credit Parties and their Subsidiaries
have made available to the Administrative Agent a true and complete copy of each
Material Contract. Schedule 3.24 may be updated from time to time by the
Borrower to include new Material


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Contracts or to delete contracts that are no longer Material Contracts by giving
written notice thereof to the Administrative Agent.

     SECTION 3.25 INSURANCE.

     The insurance coverage of the Credit Parties and their Subsidiaries as of
the Closing Date is outlined as to carrier, policy number, expiration date, type
and amount on Schedule 3.25 and such insurance coverage complies with the
requirements set forth in Section 5.5(b).

     SECTION 3.26 SECURITY DOCUMENTS.

     The Security Documents create valid security interests in, and Liens on,
the Collateral purported to be covered thereby. Except as set forth in the
Security Documents, such security interests and Liens in the Perfection
Collateral are currently (or will be, upon the filing of appropriate financing
statements in favor of the Administrative Agent, on behalf of the Secured
Parties, and upon the Administrative Agent taking possession or obtaining
Control (as defined in the Security Agreement) over those items of Collateral in
which a security interest is perfected through possession or Control) perfected
security interests and Liens, prior to all other Liens other than Permitted
Liens.

     SECTION 3.27 CLASSIFICATION OF SENIOR INDEBTEDNESS.

     The Credit Party Obligations constitute "Senior Indebtedness" and/or
"Designated Senior Indebtedness" under and as defined in the Subordinated Note
Documents, the subordination provisions therein are legally valid and
enforceable against the parties thereto and the Lenders are entitled to rely on
such subordination provisions. The Credit Party Obligations constitute "Priority
Debt" under and as defined in each of the Senior Note Purchase Agreements. The
incurrence of the Credit Party Obligations and the granting of liens on the
assets of the Credit Parties to secure the Credit Party Obligations is permitted
by the terms of the Senior Note Purchase Agreements and will not require the
granting of liens to the holders of any Senior Note.

     SECTION 3.28 ANTI-TERRORISM LAWS.

     Neither any Credit Party nor any of its Subsidiaries is an "enemy" or an
"ally of the enemy" within the meaning of Section 2 of the Trading with the
Enemy Act of the United States of America (50 U.S.C. App. Sections 1 et seq.),
as amended. To the actual knowledge of the Responsible Officers of the Credit
Parties, neither any Credit Party nor any or its Subsidiaries is in material
violation of (a) the Trading with the Enemy Act, as amended, (b) any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto or (c) the Patriot Act (as defined in Section 9.18). None
of the Credit Parties (i) is a blocked person described in section 1 of the
Anti-Terrorism Order or (ii) to the actual knowledge of the Responsible Officers
of the Credit Parties, engages in any dealings or transactions, or is otherwise
associated, with any such blocked person.


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     SECTION 3.29 COMPLIANCE WITH OFAC RULES AND REGULATIONS.

     None of the Credit Parties or their Subsidiaries or their respective
Affiliates (a) is a Sanctioned Person, (b) has more than 15% of its assets in
Sanctioned Countries, or (c) derives more than 15% of its operating income from
investments in, or transactions with Sanctioned Persons or Sanctioned Countries.
No part of the proceeds of any Extension of Credit hereunder will knowingly be
used directly or indirectly to fund any operations in, finance any investments
or activities in or make any payments to, a Sanctioned Person or a Sanctioned
Country.

     SECTION 3.30 DIRECTORS; CAPITALIZATION.

     Set forth on Schedule 3.30 is a list of the directors of the Borrower's
board of directors as of the Closing Date. As of the Closing Date, the
capitalization of the Borrower is as set forth on Schedule 3.30.

     SECTION 3.31 COMPLIANCE WITH FCPA.

     To the actual knowledge of the Responsible Officers of the Credit Parties,
each of the Credit Parties and their Subsidiaries is in material compliance with
the Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1, et seq., and any
foreign counterpart thereto. To the actual knowledge of the Responsible Officers
of the Credit Parties, none of the Credit Parties and their Subsidiaries has
made a payment, offering, or promise to pay, or authorized the payment of, money
or anything of value (a) in order to assist in obtaining or retaining business
for or with, or directing business to, any foreign official, foreign political
party, party official or candidate for foreign political office, (b) to a
foreign official, foreign political party or party official or any candidate for
foreign political office, and (c) with the intent to induce the recipient to
misuse his or her official position to direct business wrongfully to such Credit
Party or its Subsidiary or to any other Person, in violation of the Foreign
Corrupt Practices Act, 15 U.S.C. Sections 78dd-1, et seq.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

     SECTION 4.1 CONDITIONS TO CLOSING DATE.

     This Credit Agreement shall become effective upon, and the obligation of
each Lender to make the initial Revolving Loans on the Closing Date is subject
to, the satisfaction or waiver by the applicable Person(s) of the following
conditions precedent:

          (a) Execution of Credit Agreement and Credit Documents. The
     Administrative Agent shall have received (i) counterparts of this Credit
     Agreement, executed by a duly authorized officer of each party hereto, (ii)
     for the account of each Lender with a Revolving Commitment requesting a
     promissory note, a Revolving Note, (iii) for the account of the Swingline
     Lender, the Swingline Note, (iv) counterparts of the Security Agreement and
     the Pledge Agreement, executed by duly authorized officers of


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     the Credit Parties thereto, and (v) counterparts of any other Credit
     Document, executed by the duly authorized officers of the parties thereto.

          (b) Authority Documents. The Administrative Agent shall have received
     the following:

               (i) Articles of Incorporation. A copy of the articles of
          incorporation of each Credit Party certified (A) by a secretary or
          assistant secretary of such Credit Party (pursuant to a secretary's
          certificate in substantially the form of Schedule 4.1(b) attached
          hereto) as of the Closing Date to be true and correct and in force and
          effect as of such date, and (B) to be true and complete as of a recent
          date by the appropriate Governmental Authority of the state of its
          incorporation.

               (ii) Resolutions. A copy of resolutions of the board of directors
          of each Credit Party approving and adopting the Credit Documents to
          which it is a party, the transactions contemplated therein and
          authorizing execution and delivery thereof, certified by a secretary
          or assistant secretary of such Credit Party (pursuant to a secretary's
          certificate in substantially the form of Schedule 4.1(b) attached
          hereto) as of the Closing Date to be true and correct and in force and
          effect as of such date.

               (iii) Bylaws. A copy of the bylaws of each Credit Party certified
          by a secretary or assistant secretary of such Credit Party (pursuant
          to a secretary's certificate in substantially the form of Schedule
          4.1(b) attached hereto) as of the Closing Date to be true and correct
          and in force and effect as of such date.

               (iv) Good Standing. A copy of certificates of good standing,
          existence or its equivalent with respect to each Credit Party
          certified as of a recent date by the appropriate Governmental
          Authorities of the state of its incorporation and each other
          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 so qualify and be in good standing could
          not reasonably be expected to have a Material Adverse Effect.

               (v) Incumbency. An incumbency certificate of each Credit Party
          certified by a secretary or assistant secretary (pursuant to a
          secretary's certificate in substantially the form of Schedule 4.1(b)
          attached hereto) to be true and correct as of the Closing Date.

          (c) Legal Opinions of Counsel. The Administrative Agent shall have
     received an opinion or opinions of counsel for the Credit Parties, dated
     the Closing Date and addressed to the Administrative Agent and the Lenders,
     in form and substance acceptable to the Administrative Agent (which shall
     include, without limitation, opinions with respect to the due organization
     and valid existence of each Credit Party, opinions as to perfection of the
     Liens granted to the Administrative Agent pursuant to the Security
     Documents and opinions as to the non-contravention of the Credit Parties'
     organizational


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     documents and Material Contracts, including the Senior Note Purchase
     Documents and the Subordinated Note Documents).

     (d) Personal Property Collateral. The Administrative Agent shall have
received, in form and substance satisfactory to the Administrative Agent:

          (i) (A) searches of Uniform Commercial Code filings in the
     jurisdiction of the chief executive office of each Credit Party and each
     jurisdiction where any Collateral is located or where a filing would need
     to be made in order to perfect the Lenders' security interest in the
     Perfection Collateral, copies of the financing statements on file in such
     jurisdictions and evidence that no Liens exist other than Permitted Liens
     and (B) tax lien, judgment and pending litigation searches;

          (ii) searches of ownership of Intellectual Property of the Credit
     Parties in the appropriate governmental offices in the U.S. and such
     patent/trademark/copyright filings as requested by the Administrative Agent
     in order to perfect the Administrative Agent's security interest in the
     U.S. Intellectual Property of the Credit Parties;

          (iii) completed UCC financing statements for each appropriate
     jurisdiction as is necessary, in the Administrative Agent's reasonable
     discretion, to perfect the Lenders' security interest in the Perfection
     Collateral;

          (iv) with respect to the stock or membership certificates, if any,
     evidencing the Capital Stock pledged to the Administrative Agent pursuant
     to the Pledge Agreement, duly executed in blank undated stock or transfer
     powers;

          (v) duly executed consents as are necessary, in the Administrative
     Agent's reasonable discretion, to perfect the Lenders' security interest in
     the Perfection Collateral;

          (vi) in the case of any personal property Collateral located at
     premises leased by a Credit Party, such estoppel letters, consents and
     waivers from the landlords on such real property as may be reasonably
     required by the Administrative Agent;

          (vii) copies of the Material Contracts, certified by an officer of the
     Borrower to be true and correct copies of such documents as of the Closing
     Date; and

          (viii) to the extent required hereunder, all instruments and chattel
     paper in the possession of any of the Credit Parties, together with
     allonges or assignments as may be necessary or appropriate to perfect the
     Administrative Agent's security interest in the Perfection Collateral.


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          (e) [Reserved]

          (f) Liability, Casualty, Property and Business Interruption Insurance.
     The Administrative Agent shall have received copies of insurance policies
     or certificates of insurance evidencing liability, casualty, property and
     business interruption insurance meeting the requirements set forth herein
     or in the Security Documents. The Administrative Agent shall be named as
     loss payee, mortgagee and/or additional insured, as appropriate, with
     respect to any such insurance providing liability coverage or coverage in
     respect of any Collateral, and each provider of any such insurance shall
     agree, by endorsement upon the policy or policies issued by it or by
     independent instruments furnished to the Administrative Agent, that it will
     give thirty (30) days prior written notice before any such policy or
     policies shall be altered or cancelled.

          (g) Litigation. There shall not exist any pending litigation or
     investigation affecting or relating to any Credit Party or any of its
     Subsidiaries that in the reasonable judgment of the Administrative Agent
     and Lenders could be expected to have a Material Adverse Effect, that has
     not been settled, dismissed, vacated, discharged or terminated prior to the
     Closing Date.

          (h) Solvency Certificate. The Administrative Agent shall have received
     an officer's certificate prepared by the chief financial officer of the
     Borrower as to the financial condition, solvency and related matters of the
     Credit Parties after giving effect to the initial borrowings under the
     Credit Documents, in substantially the form of Schedule 4.1(h) hereto.

          (i) Account Designation Letter. The Administrative Agent shall have
     received the executed Account Designation Letter in the form of Schedule
     1.1(a) hereto.

          (j) Notice of Borrowing. The Administrative Agent shall have received
     a Notice of Borrowing with respect to the Revolving Loans to be made on the
     Closing Date.

          (k) Corporate Structure. The number of shares of each class of Capital
     Stock issued and outstanding and the ownership thereof of the Credit
     Parties and their Subsidiaries as of the Closing Date shall be as described
     in Schedule 3.12 and Schedule 3.30.

          (l) Consents. The Administrative Agent shall have received evidence
     that all boards of directors, governmental, shareholder and material third
     party consents and approvals necessary in connection with the Transactions
     have been obtained and all applicable waiting periods have expired without
     any action being taken by any authority that could restrain, prevent or
     impose any material adverse conditions on such Transactions or that could
     seek or threaten any of the foregoing.


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          (m) Compliance with Laws. The financings and other Transactions
     contemplated hereby shall be in material compliance with all applicable
     laws and regulations (including all applicable securities and banking laws,
     rules and regulations).

          (n) Bankruptcy. There shall be no bankruptcy or insolvency proceedings
     with respect to any Credit Party or any of the Credit Parties'
     Subsidiaries.

          (o) Existing Indebtedness of the Credit Parties. All of the existing
     Indebtedness for borrowed money of the Borrower and its Subsidiaries (other
     than Indebtedness permitted to exist pursuant to Section 6.1) shall be
     repaid in full and all security interests related thereto shall be
     terminated on the Closing Date.

          (p) Financial Statements. The Administrative Agent and the Lenders
     shall have received copies of the financial statements referred to in
     Section 3.1 hereof, each in form and substance reasonably satisfactory to
     it.

          (q) No Material Adverse Change. Since December 31, 2004, there shall
     have been no change which could reasonably be expected to result in a
     Material Adverse Effect and there shall not have occurred any material
     disruption or material adverse change in the financial, banking or capital
     markets (including the loan syndication market) that has impaired the
     Arranger's ability to syndicate the facilities.

          (r) Financial Condition Certificate. The Administrative Agent shall
     have received a certificate or certificates executed by a Responsible
     Officer of the Borrower as of the Closing Date stating that (i) no action,
     suit, investigation or proceeding is pending, ongoing or, to the knowledge
     of any Credit Party, threatened in any court or before any other
     Governmental Authority that purports to affect any Credit Party or any
     transaction contemplated by the Credit Documents, which action, suit,
     investigation or proceeding could reasonably be expected to have a Material
     Adverse Effect and (ii) immediately after giving effect to this Credit
     Agreement, the other Credit Documents, and all the Transactions
     contemplated to occur on such date, (A) no Default or Event of Default
     exists, (B) all representations and warranties contained herein and in the
     other Credit Documents are true and correct in all material respects, and
     (C) the Credit Parties are in pro forma compliance with each of the initial
     financial covenants set forth in Section 5.9 (as evidenced through detailed
     calculations of such financial covenants on a schedule to such certificate)
     as of the last day of the fiscal quarter ended September 30, 2005.

          (s) Total Leverage Ratio. The Administrative Agent shall have received
     evidence that the Total Leverage Ratio of the Borrower and its Subsidiaries
     is not greater than 2.0 to 1.00, calculated on a Pro Forma Basis
     immediately after giving effect to the Transactions.

          (t) Consolidated EBITDA. The Administrative Agent shall have received
     evidence reasonably satisfactory thereto provided by the Credit Parties
     that Consolidated EBITDA is not less than $125,000,000 for the four
     consecutive quarter period ended as of September 30, 2005.


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          (u) Material Contracts. The Administrative Agent shall have received
     true and complete copies, certified by an officer of the Borrower as true
     and complete, of all Material Contracts, together with all exhibits and
     schedules and all amendments thereto.

          (v) Patriot Act Certificate. The Administrative Agent shall have
     received a certificate reasonably satisfactory thereto, for benefit of
     itself and the Lenders, provided by the Borrower that sets forth
     information required by the Patriot Act (as defined in Section 9.18)
     including, without limitation, the identity of the Borrower, the name and
     address of the Borrower and other information that will allow the
     Administrative Agent or any Lender, as applicable, to identify the Borrower
     in accordance with the Patriot Act.

          (w) Fees. The Administrative Agent and the Lenders shall have received
     all fees, if any, owing pursuant to the Engagement Letter and Section 2.6.

          (x) Senior Note Purchase Documents. The Administrative Agent shall
     have received a copy, certified by an officer of the Borrower as true and
     complete, of each Senior Note Purchase Document as originally executed and
     delivered, together with all exhibits and schedules thereto and all
     amendments thereto.

          (y) Subordinated Note Documents. The Administrative Agent shall have
     received a copy, certified by an officer of the Borrower as true and
     complete, of each Subordinated Note Document as originally executed and
     delivered, together with all exhibits and schedules thereto and all
     amendments thereto.

          (z) Additional Matters. All other documents and legal matters in
     connection with the transactions contemplated by this Credit Agreement
     shall be reasonably satisfactory in form and substance to the
     Administrative Agent and its counsel.

     SECTION 4.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT.

     The obligation of each Lender to make any Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent on the date of
making such Extension of Credit:

          (a) Representations and Warranties. The representations and warranties
     made by the Credit Parties herein, in the Security Documents or which are
     contained in any certificate furnished at any time under or in connection
     herewith shall (i) with respect to representations and warranties that
     contain a materiality qualification, be true and correct and (ii) with
     respect to representations and warranties that do not contain a materiality
     qualification, be true and correct in all material respects, in each case
     on and as of the date of such Extension of Credit as if made on and as of
     such date (except for those which expressly relate to an earlier date).

          (b) No Default or Event of Default. No Default or Event of Default
     shall have occurred and be continuing on such date or after giving effect
     to the Extension of Credit


                                       68

<PAGE>

     to be made on such date unless such Default or Event of Default shall have
     been waived in accordance with this Credit Agreement.

          (c) Compliance with Commitments. Immediately after giving effect to
     the making of any such Extension of Credit (and the application of the
     proceeds thereof), (i) the sum of the aggregate principal amount of
     outstanding Revolving Loans plus outstanding Swingline Loans plus
     outstanding LOC Obligations shall not exceed the Revolving Committed Amount
     then in effect, (ii) the LOC Obligations shall not exceed the LOC Committed
     Amount and (iii) the Swingline Loans shall not exceed the Swingline
     Committed Amount.

          (d) Additional Conditions to Revolving Loans. If a Revolving Loan is
     requested, all conditions set forth in Section 2.1 shall have been
     satisfied.

          (e) Additional Conditions to Letters of Credit. If the issuance of a
     Letter of Credit is requested, all conditions set forth in Section 2.3
     shall have been satisfied.

          (f) Additional Conditions to Swingline Loans. If a Swingline Loan is
     requested, all conditions set forth in Section 2.4 shall have been
     satisfied.

     Each request for an Extension of Credit and each acceptance by the Borrower
of any such Extension of Credit shall be deemed to constitute representations
and warranties by the Credit Parties as of the date of such Extension of Credit
that the conditions set forth above in paragraphs (a) through (f), as
applicable, have been satisfied.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

     The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter until the Termination Date, the Credit Parties shall, and shall cause
each of their Subsidiaries (other than in the case of Sections 5.1 or 5.2
hereof), to:

     SECTION 5.1 FINANCIAL STATEMENTS.

     Furnish to the Administrative Agent and each of the Lenders:

          (a) Annual Financial Statements. As soon as available and in any event
     no later than the earlier of (i) to the extent applicable, the date the
     Borrower is required by the SEC to deliver its Form 10-K for any fiscal
     year of the Borrower and (ii) ninety (90) days after the end of each fiscal
     year of the Borrower, a copy of the consolidated balance sheet of the
     Borrower and its consolidated Subsidiaries as at the end of such fiscal
     year and the related consolidated statements of income and retained
     earnings and of cash flows of the Borrower and its consolidated
     Subsidiaries for such year, which shall be audited by a firm of independent
     certified public accountants of nationally recognized


                                       69

<PAGE>

     standing reasonably acceptable to the Required Lenders, 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 indicating that the scope of the audit was inadequate to
     permit such independent certified public accountants to certify such
     financial statements without such qualification; provided, that the
     delivery within the time period specified above of the Borrower's Annual
     Report on Form 10-K for such fiscal year (together with the Borrower's
     annual report to shareholders, if any, prepared pursuant to Rule 14a-3
     under the Securities Exchange Act of 1934) prepared in accordance with the
     requirements therefor and filed with the Securities and Exchange
     Commission, together with such certified public accountants' opinion, shall
     be deemed to satisfy the requirements of this Section 5.1(a);

          (b) Quarterly Financial Statements. As soon as available and in any
     event no later than the earlier of (i) to the extent applicable, the date
     the Borrower is required by the SEC to deliver its Form 10-Q for any fiscal
     quarter of the Borrower and (ii) forty-five (45) days after the end of each
     fiscal quarter of the Borrower, a copy of the consolidated balance sheet of
     the Borrower and its consolidated Subsidiaries as at the end of such period
     and related consolidated statements of income and retained earnings and of
     cash flows for the Borrower and its consolidated Subsidiaries for such
     quarterly period and for the portion of the fiscal year ending with such
     period, in each case setting forth in comparative form consolidated figures
     for the corresponding period or periods of the preceding fiscal year
     (subject to normal recurring year-end audit adjustments); provided, that
     the delivery within the time period specified above of the Borrower's Form
     10-Q for such fiscal quarter filed with the Securities and Exchange
     Commission shall be deemed to satisfy the requirements of this Section
     5.1(b); and

          (c) Annual Operating Budget and Cash Flow. As soon as available, but
     in any event within thirty (30) days prior to the end of each fiscal year,
     a copy of the detailed annual operating budget or plan including cash flow
     projections of the Borrower and its Subsidiaries for the next four fiscal
     quarter period prepared on a quarterly basis, in form and detail reasonably
     acceptable to the Administrative Agent and the Lenders, together with a
     summary of the material assumptions made in the preparation of such annual
     budget or plan;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein and further accompanied by a
description of, and an estimation of the effect on the financial statements on
account of, a change, if any, in the application of accounting principles as
provided in Section 1.3. Reports and documents required to be delivered to the
Lenders pursuant to Sections 5.1 and 5.2 shall be deemed delivered upon the
delivery of such reports and documents electronically to the Administrative
Agent in a format that will allow such reports and documents to be posted to
Intralinks, Syndtrak or other electronic medium accessible to the Lenders and
reasonably acceptable to the Administrative


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<PAGE>

Agent; provided, that if any Lender shall request a printed copy of any such
report or document, the Borrower shall promptly provide such printed copies to
such Lender.

     SECTION 5.2 CERTIFICATES; OTHER INFORMATION.

     Furnish to the Administrative Agent and each of the Lenders:

          (a) concurrently with the delivery of the financial statements
     referred to in Section 5.1(a) above, a certificate of the independent
     certified public accountants reporting on such financial statements stating
     that in making the examination necessary therefor nothing has come to their
     attention to cause them to believe that any Default or Event of Default
     existed on the date of such financial statements under Sections 5.9, 6.1,
     6.2, or 6.5, insofar as they relate to accounting matters (which statement
     may be limited to the extent required by accounting rules or guidelines and
     it being acknowledged by the Administrative Agent and the Lenders that the
     audit of the certified public accountants was not directed primarily toward
     obtaining knowledge of such compliance or noncompliance), except as
     specified in such certificate;

          (b) concurrently with the delivery of the financial statements
     referred to in Sections 5.1(a) and 5.1(b) above, a certificate of a
     Responsible Officer stating that such Responsible Officer has reviewed the
     performance by the Credit Parties of, and the compliance by the Credit
     Parties with, the covenants and other agreements set forth herein and in
     the other Credit Documents, and that such Responsible Officer has obtained
     no knowledge of any Default or Event of Default except as specified in such
     certificate and such certificate shall include the calculations in
     reasonable detail required to indicate compliance with Section 5.9 as of
     the last day of such period;

          (c) (i) concurrently with or prior to the delivery of the financial
     statements referred to in Sections 5.1(a) and 5.1(b) above, an updated copy
     of Schedule 3.12 if the Borrower or any of its Subsidiaries has formed or
     acquired a new Subsidiary since the Closing Date or since Schedule 3.12 was
     last updated, as applicable, (ii) concurrently with or prior to the
     delivery of the financial statements referred to in Sections 5.1(a) or (b)
     above, an updated copy of Schedule 3.16 if the Borrower or any of its
     Subsidiaries has registered, applied for registration of, acquired or
     otherwise obtained ownership of any new Intellectual Property required to
     be listed on Schedule 3.16 since the Closing Date or since Schedule 3.16
     was last updated, as applicable, and (iii) concurrently with or prior to
     the delivery of the financial statements referred to in Sections 5.1(a) or
     (b) above, an updated copy of Schedule 3.24 if any new Material Contract
     has been entered into since the Closing Date or since Schedule 3.24 was
     last updated, as applicable, together with a copy of each new Material
     Contract;

          (d) within ten (10) days after the same are sent, filed or made, (i)
     copies of all reports (other than those otherwise provided pursuant to
     Section 5.1 and those which are of a promotional nature) and other
     financial information which the Borrower sends to its shareholders, (ii)
     copies of all reports and all registration statements and prospectuses, if
     any, which the Borrower may make to, or file with, the Securities and
     Exchange


                                       71

<PAGE>

     Commission (or any successor or analogous Governmental Authority) or any
     securities exchange or other private regulatory authority and (iii) all
     press releases and other statements made available by any of the Credit
     Parties to the public concerning material developments in the business of
     any of the Credit Parties;

          (e) within five (5) Business Days after the receipt thereof, a copy or
     summary of any other report, or "management letter" or similar report
     submitted by independent accountants to the Borrower or any of its
     Subsidiaries in connection with any annual, interim or special audit of the
     books of such Person (to the extent the Borrower is authorized to deliver
     such management letter); and

          (f) within five (5) Business Days after a request, such additional
     financial and other information as the Administrative Agent, on behalf of
     any Lender, may from time to time reasonably request.

     SECTION 5.3 PAYMENT OF TAXES.

     Pay, discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, subject, where applicable, to specified
grace periods, (a) its (i) Federal and state taxes and (ii) all other taxes
that, if unpaid, would result in Liens on the Collateral ranking prior to or
pari passu with the Liens granted to the Administrative Agent for the benefit of
the Secured Parties and (b) any additional costs that are imposed as a result of
any failure to so pay, discharge or otherwise satisfy such taxes, except, in
each case, when the amount or validity of any such taxes is currently being
contested in good faith by appropriate proceedings and reserves, if applicable,
in conformity with GAAP with respect thereto have been provided on the books of
the Credit Parties and except where the failure to so pay could not reasonably
be expected to have a Material Adverse Effect.

     SECTION 5.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

          (a) Subject to the proviso in Section 6.3, continue to engage in
     business of the same general type as now conducted by it on the Closing
     Date and, except as permitted by Section 6.4, preserve, renew and keep in
     full force and effect its corporate existence and take all reasonable
     action to maintain all rights, privileges and franchises necessary in the
     normal conduct of its business in all material respects;

          (b) comply in all material respects with all Contractual Obligations
     applicable to it, except to the extent that failure to comply therewith
     could not, individually or in the aggregate, reasonably be expected to have
     a Material Adverse Effect; and

          (c) comply with all Requirements of Law applicable to it except to the
     extent that failure to comply therewith could not, individually or in the
     aggregate, reasonably be expected to have a Material Adverse Effect.


                                       72

<PAGE>

     SECTION 5.5 MAINTENANCE OF PROPERTY; INSURANCE.

          (a) Keep all material property useful and necessary in its business in
     reasonably good working order and condition (ordinary wear and tear and
     obsolescence excepted).

          (b) Maintain with financially sound and reputable insurance companies
     liability, casualty, property and business interruption insurance
     (including, without limitation, insurance with respect to its tangible
     Collateral) in at least such amounts and against at least such risks as are
     usually insured against in the same general area by companies engaged in
     the same or a similar business; and furnish to the Administrative Agent,
     upon the request of the Administrative Agent, full information as to the
     insurance carried; it being understood that such insurance will be subject
     to customary deductibles, and that self-insurance may be utilized where
     appropriate. The Administrative Agent shall be named as loss payee, as its
     interest may appear, and/or additional insured with respect to any such
     casualty, property and liability insurance, as applicable, and each
     provider of any such insurance shall agree, by endorsement upon the policy
     or policies issued by it or by independent instruments furnished to the
     Administrative Agent, that it will give the Administrative Agent at least
     ten (10) days prior written notice before any such policy or policies shall
     be altered or canceled.

          (c) In case of any loss, damage to or destruction of the Collateral of
     any Credit Party or any part thereof with a value greater than $2,500,000,
     such Credit Party shall promptly give written notice thereof to the
     Administrative Agent generally describing the nature and extent of such
     damage or destruction. In case of any such material loss, damage to or
     destruction of the Collateral of any Credit Party or any part thereof, if
     required by the Administrative Agent or the Required Lenders, such Credit
     Party (whether or not the insurance proceeds, if any, received on account
     of such damage or destruction shall be sufficient for that purpose), at
     such Credit Party's cost and expense, will either (i) promptly repair or
     replace the Collateral of such Credit Party so lost, damaged or destroyed
     or (ii) prepay the Credit Party Obligations with the insurance proceeds so
     received.

     SECTION 5.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

     Keep proper books of records and account in which full, true and correct
entries in conformity, in all material respects, with GAAP and all Requirements
of Law shall be made of all dealings and transactions in relation to its
businesses and activities; and permit, during regular business hours and upon at
least two (2) Business Days advance notice by the Administrative Agent or any
Lender, the Administrative Agent or any Lender to visit and inspect any of its
properties and examine and make abstracts from any of its books and records
(other than materials protected by attorney-client privilege and materials that
a Credit Party or any of its Subsidiaries may not disclose without violation of
a confidentiality obligation binding upon it) at any reasonable time and as
often as may reasonably be desired, and to discuss the business, operations,
properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants; provided, that so long as
no Event of Default has occurred and is continuing,


                                       73

<PAGE>

the Credit Parties shall only be required to pay the fees and expenses of the
Administrative Agent for one such inspection by the Administrative Agent in any
fiscal year.

     SECTION 5.7 NOTICES.

     Give notice in writing to the Administrative Agent (which shall promptly
transmit such notice to each Lender) of:

          (a) promptly, but in any event within two (2) Business Days after a
     Responsible Officer of any Credit Party obtains actual knowledge thereof,
     the occurrence of any Default or Event of Default;

          (b) promptly after a Responsible Officer of any Credit Party obtains
     actual knowledge thereof, any default or event of default under any
     Contractual Obligation of any Credit Party which, individually or in the
     aggregate, could reasonably be expected to have a Material Adverse Effect
     or involve a monetary claim in excess of $3,000,000;

          (c) promptly after a Responsible Officer of any Credit Party obtains
     actual knowledge thereof, any litigation, or any investigation or
     proceeding (i) affecting any Credit Party or any of their Subsidiaries
     which, individually or in the aggregate, could reasonably be expected to
     have a Material Adverse Effect or involve a monetary judgment or settlement
     payment in excess of $3,000,000, (ii) affecting or with respect to this
     Credit Agreement, any other Credit Document or any security interest or
     Lien created thereunder or (iii) involving an environmental claim or
     potential liability under Environmental Laws which could reasonably be
     expected to have, individually or in the aggregate, a Material Adverse
     Effect;

          (d) promptly after a Responsible Officer of any Credit Party obtains
     actual knowledge thereof, any labor controversy that has resulted in, or
     threatens to result in, a strike or other work action against any Credit
     Party which could reasonably be expected to have a Material Adverse Effect;

          (e) promptly after the rendition thereof, any attachment, judgment,
     lien, levy or order exceeding $2,000,000 rendered against any Credit Party
     other than Permitted Liens;

          (f) within thirty (30) days after a Responsible Officer of any Credit
     Party obtains actual knowledge thereof: (i) the occurrence or expected
     occurrence of any Reportable Event with respect to any Plan in excess of
     $2,000,000, a failure to make any material required contribution to a Plan,
     the creation of any Lien in favor of the PBGC (other than a Permitted Lien)
     on a Plan or any withdrawal from, or the termination, Reorganization or
     Insolvency of, any Multiemployer Plan or (ii) the institution of
     proceedings or the taking of any other action by the PBGC or any Credit
     Party, any Commonly Controlled Entity or any Multiemployer Plan, with
     respect to the withdrawal from, or the terminating, Reorganization or
     Insolvency of, any Plan;


                                       74

<PAGE>

          (g) promptly after a Responsible Officer of any Credit Party obtains
     actual knowledge thereof, any notice of a violation of any Requirement of
     Law received by any Credit Party from any Governmental Authority including,
     without limitation, any notice of violation of Environmental Laws, which
     could reasonably be expected to have a Material Adverse Effect;

          (h) promptly after a Responsible Officer of any Credit Party obtains
     actual knowledge thereof, any other development or event which could
     reasonably be expected to have a Material Adverse Effect; and

          (i) concurrently with the delivery thereof, copies of all written
     notices as the Borrower shall send to the holders of the Senior Notes or
     the Subordinated Debt Securities, as each of the foregoing are in effect on
     the Closing;

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Credit Parties propose to take with respect thereto.
In the case of any notice of a Default or Event of Default, the Borrower shall
specify that such notice is a Default or Event of Default notice on the face
thereof.

     SECTION 5.8 ENVIRONMENTAL LAWS.

     (a) Except for matters and failures that could not reasonably be expected
to have a Material Adverse Effect:

          (i) Comply with, and ensure compliance by all tenants and subtenants,
     if any, with, all applicable Environmental Laws and obtain and comply with
     and maintain, and ensure that all tenants and subtenants obtain and comply
     with and maintain, any and all licenses, approvals, notifications,
     registrations or permits required by applicable Environmental Laws; and

          (ii) Conduct and complete all investigations, studies, sampling and
     testing, and all remedial, removal and other actions required under
     Environmental Laws and promptly comply with all lawful orders and
     directives of all Governmental Authorities regarding Environmental Laws
     except to the extent that the same are being contested in good faith by
     appropriate proceedings.

     (b) Defend, indemnify and hold harmless the Administrative Agent and the
Lenders, and their respective employees, agents, officers and directors, from
and against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Credit Parties or any of their Subsidiaries
or the Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable
attorney's and consultant's fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, except to the extent that any of the
foregoing


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<PAGE>

arise out of the gross negligence or willful misconduct of the party seeking
indemnification therefor. The agreements in this subsection shall survive
repayment of the Credit Party Obligations and the Termination Date.

     SECTION 5.9 FINANCIAL COVENANTS.

     Comply with the following financial covenants:

          (a) Total Leverage Ratio. The Total Leverage Ratio, as of the last day
     of each fiscal quarter of the Borrower set forth below, shall be less than
     or equal to the applicable ratio set forth below:

<TABLE>
<CAPTION>
Fiscal Quarter              Total Leverage Ratio
-------------               --------------------
<S>                         <C>
December 31, 2005                4.00 to 1.0
March 31, 2006                   4.00 to 1.0
June 30, 2006                    4.00 to 1.0
September 30, 2006               4.00 to 1.0
December 31, 2006                4.00 to 1.0
March 31, 2007                   3.75 to 1.0
June 30, 2007                    3.75 to 1.0
September 30, 2007               3.75 to 1.0
December 31, 2007                3.75 to 1.0
March 31, 2008 and each          3.50 to 1.0
fiscal quarter thereafter
</TABLE>

          (b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as
     of the last day of each fiscal quarter of the Borrower set forth below,
     shall be greater than or equal to the applicable ratio set forth below:

<TABLE>
<CAPTION>
                            Fixed Charge Coverage
Fiscal Quarter                     Ratio
-------------               ---------------------
<S>                         <C>
December 31, 2005                1.10 to 1.0
March 31, 2006                   1.10 to 1.0
June 30, 2006                    1.10 to 1.0
September 30, 2006               1.10 to 1.0
December 31, 2006                1.10 to 1.0
March 31, 2007                   1.20 to 1.0
June 30, 2007                    1.20 to 1.0
September 30, 2007               1.20 to 1.0
December 31, 2007                1.20 to 1.0
March 31, 2008 and each          1.25 to 1.0
fiscal quarter thereafter
</TABLE>

     Notwithstanding the above, the parties hereto acknowledge and agree that,
for purposes of all calculations made in determining compliance for any
applicable period with the financial


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<PAGE>

covenants set forth in this Section 5.9, after consummation of any Permitted
Acquisition, (i) income statement items and other balance sheet items (whether
positive or negative) attributable to the Target acquired in such transaction
shall be included in such calculations to the extent relating to such applicable
period, subject to adjustments mutually acceptable to the Borrower and the
Administrative Agent, and (ii) Indebtedness of a Target which is retired in
connection with a Permitted Acquisition shall be excluded from such calculations
and deemed to have been retired as of the first day of such applicable period.

     SECTION 5.10 ADDITIONAL GUARANTORS.

     The Credit Parties will cause each of their Material Domestic Subsidiaries,
whether newly formed, hereafter acquired or otherwise existing to promptly (and
in any event within thirty (30) days after such Material Domestic Subsidiary is
formed or acquired or otherwise becomes a Material Domestic Subsidiary (or such
longer period of time as agreed to by the Administrative Agent in its reasonable
discretion)) become a Guarantor hereunder by way of execution of a Joinder
Agreement. At any time that the Release Conditions are not satisfied, the Credit
Party Obligations shall be secured by, among other things, a perfected security
interest in substantially all the personal property of such new Guarantor
(excluding any type of property which is not Perfection Collateral pursuant
hereto or pursuant to the Security Documents entered into by the other Credit
Parties) and a pledge of 100% of the Capital Stock of such new Guarantor and its
Domestic Subsidiaries and 65% (or such higher percentage that would not result
in material adverse tax consequences for the Credit Parties) of the voting
Capital Stock and 100% of the non-voting Capital Stock of each Foreign
Subsidiary directly owned by a Credit Party. In connection with the foregoing,
the Credit Parties shall deliver to the Administrative Agent, with respect to
each new Guarantor to the extent applicable, substantially the same
documentation required pursuant to Sections 4.1(b)-(f) and 5.12 and such other
documents or agreements as the Administrative Agent may reasonably request.

     SECTION 5.11 COMPLIANCE WITH LAW.

     Comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
Property if noncompliance with any such law, rule, regulation, order or
restriction could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

     SECTION 5.12 PLEDGED ASSETS.

     At any time that the Release Conditions are not satisfied:

          (a) Cause 100% of the Capital Stock in each Domestic Subsidiary
     directly owned by a Credit Party and 65% of the Capital Stock in each
     Foreign Subsidiary directly owned by a Credit Party to be subject at all
     times to a perfected Lien (with respect to the Capital Stock of such
     Foreign Subsidiaries, to the extent perfection may be achieved under U.S.
     law) in favor of the Administrative Agent pursuant to the terms and
     conditions of the Security Documents or such other security documents as
     the Administrative Agent shall reasonably request.


                                       77

<PAGE>

          (b) If, subsequent to the Closing Date, a Credit Party shall acquire
     any security, instrument, chattel paper or other personal property in
     excess of $500,000 required for perfection to be delivered to the
     Administrative Agent as Collateral hereunder or under any of the Security
     Documents, but excluding any security or instrument issued by one Credit
     Party in favor of another Credit Party (each such security or instrument,
     and each other intercompany security or instrument of a principal amount of
     $500,000 or less, collectively being the "Excluded Intercompany
     Instruments"), promptly (and in any event within three (3) Business Days)
     after any Responsible Officer of a Credit Party acquires knowledge of same
     notify the Administrative Agent of same.

          (c) Take such action at its own expense as reasonably requested by the
     Administrative Agent (including, without limitation, any of the actions
     described in Section 4.1(d) or (e) hereof) to ensure that the
     Administrative Agent has a perfected Lien to secure the Credit Party
     Obligations in (i) all personal property (other than the Excluded
     Equipment, Excluded Intercompany Instruments and Capital Stock of Foreign
     Subsidiaries) of the Credit Parties located in the United States, and (ii)
     to the extent the value thereof is deemed to be material by the
     Administrative Agent or the Required Lenders in its or their reasonable
     discretion, all other personal property (other than the Excluded Equipment,
     Intellectual Property, Excluded Intercompany Instruments and Capital Stock
     of Foreign Subsidiaries) of the Credit Parties (including, without
     limitation, deposit accounts), subject in each case only to Permitted
     Liens.

     SECTION 5.13 COVENANTS REGARDING PATENTS, TRADEMARKS AND COPYRIGHTS.

          (a) Notify the Administrative Agent promptly after a Responsible
     Officer of the Credit Parties obtains actual knowledge thereof, that any
     application, letters patent or registration relating to any Patent, Patent
     License, Trademark or Trademark License of the Credit Parties or any of
     their Subsidiaries may become abandoned, 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 or any court) regarding any Credit Party's or any of
     its Subsidiary's ownership of any Patent or Trademark, its right to patent
     or register the same, or to enforce, keep and maintain the same, or its
     rights under any Patent License or Trademark License material to its
     business, if such abandonment, determination or development could
     reasonably be expected to have a Material Adverse Effect.

          (b) Notify the Administrative Agent promptly after it knows of any
     adverse determination or development (including, without limitation, the
     institution of, or any such determination or development in, any proceeding
     in any court) regarding any Copyright or Copyright License of the Credit
     Parties or any of their Subsidiaries, whether (i) such Copyright or
     Copyright License may become invalid or unenforceable prior to its
     expiration or termination, or (ii) any Credit Party's or any of its
     Subsidiary's ownership of such Copyright, its right to register the same or
     to enforce, keep and maintain the same, or its rights under such Copyright
     License, may become affected, if such


                                       78

<PAGE>

     determination or development could reasonably be expected to have a
     Material Adverse Effect.

          (c) At any time that the Release Conditions are not satisfied, upon
     request of the Administrative Agent, execute and deliver any and all
     agreements, instruments, documents, and papers as the Administrative Agent
     may reasonably request to evidence the Administrative Agent's security
     interest in the US Intellectual Property of the Credit Parties, including,
     without limitation, the goodwill of the Credit Parties relating thereto or
     represented thereby.

          (d) Take all necessary actions, including, without limitation, in any
     proceeding before the United States Patent and Trademark Office or the
     United States Copyright Office, to maintain each item of Intellectual
     Property of the Credit Parties, including, without limitation, payment of
     maintenance fees, filing of applications for renewal, affidavits of use,
     affidavits of incontestability and opposition, interference and
     cancellation proceedings, if the failure to take such actions could
     reasonably be expected to have a Material Adverse Effect.

          (e) In the event that any Credit Party becomes aware that any
     Intellectual Property material to its business is infringed,
     misappropriated or diluted by a third party in any material respect,
     promptly sue for infringement, misappropriation or dilution and take other
     similar actions unless, in their reasonable business judgment, the Credit
     Parties determine that it is in the best interests of the Credit Parties
     not to do so, and notify the Administrative Agent in the event it so elects
     to sue.

     SECTION 5.14 FURTHER ASSURANCES.

     At any time that the Release Conditions are not satisfied, upon the
reasonable request of the Administrative Agent, promptly perform or cause to be
performed any and all acts and execute or cause to be executed any and all
documents for filing under the provisions of the Uniform Commercial Code or any
other Requirement of Law which are necessary or advisable to maintain in favor
of the Administrative Agent, for the benefit of the Secured Parties, Liens on
the Collateral which, with respect to Perfection Collateral, are duly perfected
in accordance with the requirements of, or the obligations of the Credit Parties
under, the Credit Documents and all applicable Requirements of Law.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

     The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter until the Termination Date, that:


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     SECTION 6.1 INDEBTEDNESS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

          (a) Indebtedness arising or existing under this Credit Agreement and
     the other Credit Documents;

          (b) Indebtedness of the Credit Parties and their Subsidiaries existing
     as of the Closing Date set forth on Schedule 6.1(b) hereto and renewals,
     refinancings or extensions thereof in a principal amount not in excess of
     that outstanding as of the date of such renewal, refinancing or extension;

          (c) Indebtedness of the Credit Parties and their Subsidiaries incurred
     after the Closing Date consisting of Capital Leases or Indebtedness
     incurred to provide all or a portion of the purchase price (or finance such
     purchase price within ninety (90) days of acquisition) or cost of
     improvement or construction of an asset and renewals, refinancings or
     extensions thereof; provided that (i) the principal amount of such
     Indebtedness when incurred shall not exceed the purchase price or cost of
     construction of such asset; (ii) no such Indebtedness shall be refinanced
     for a principal amount in excess of the principal balance outstanding
     thereon at the time of such refinancing; and (iii) the total principal
     amount of all such Indebtedness shall not exceed $5,000,000 at any time
     outstanding;

          (d) Intercompany Indebtedness (i) among the Credit Parties, (ii) among
     Subsidiaries of the Borrower that are not Credit Parties, (iii) owing from
     a Credit Party to a Subsidiary of the Borrower that is not a Credit Party
     or (iv) owing from a Subsidiary of the Borrower that is not a Credit Party
     to a Credit Party in an aggregate principal amount outstanding at any time
     not to exceed (in addition to such intercompany Indebtedness existing as of
     the Closing Date) (A) for the first year following the Closing Date,
     $50,000,000, (B) for the second year following the Closing Date,
     $40,000,000, and (C) for the third year following the Closing Date and each
     year thereafter, $30,000,000; provided that, upon the request of the
     Administrative Agent at any time, any such Indebtedness in the preceding
     clause (iii) shall be (1) fully subordinated to the Credit Party
     Obligations hereunder on terms reasonably satisfactory to the
     Administrative Agent and (2) evidenced by "floating balance" promissory
     notes not requiring notations having terms reasonably satisfactory to the
     Administrative Agent, the sole originally executed counterparts of which
     shall be pledged and delivered to the Administrative Agent, for the benefit
     of the Secured Parties, as security for the Credit Party Obligations;

          (e) Indebtedness and obligations owing under Secured Hedging
     Agreements and other Hedging Agreements entered into in order to manage
     existing or anticipated interest rate, exchange rate or commodity price
     risks and not for speculative purposes;

          (f) Indebtedness arising or existing under the Senior Note Purchase
     Documents in an aggregate principal amount not to exceed $121,000,000 at
     any time


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     outstanding and renewals, refinancings or extensions thereof in a principal
     amount not in excess of that outstanding as of the date of such renewal,
     refinancing or extension (plus the amount of reasonable fees and expenses
     relating thereto) on terms substantially similar to the Senior Note
     Purchase Documents, substantially no less favorable to the Borrower and no
     less favorable to the Lenders;

          (g) Guaranty Obligations in respect of Indebtedness of a Credit Party
     to the extent such Indebtedness is permitted to exist or be incurred
     pursuant to this Section 6.1;

          (h) Guaranty Obligations in respect of Indebtedness of the
     Subsidiaries of the Borrower that are not Credit Parties in an aggregate
     principal amount not to exceed $10,000,000 at any time outstanding, to the
     extent such Indebtedness is permitted to exist or be incurred pursuant to
     this Section 6.1;

          (i) Indebtedness and obligations of the Borrower or any of its
     Subsidiaries owing under trade letters of credit, performance letters of
     credit, documentary letters of credit or similar instruments for the
     purchase or sale of goods or other merchandise (but not under standby,
     direct pay or other letters of credit except for the Letters of Credit
     hereunder) generally, in an amount not to exceed $5,000,000 at any time
     outstanding;

          (j) Indebtedness of the Borrower or any of its Subsidiaries, and
     renewals, refinancings or extensions thereof, which entity (or the assets
     thereof) was acquired after the Closing Date as a Permitted Acquisition and
     which Indebtedness was in existence at the time of acquisition of such
     entity (or the assets thereof), and not incurred in contemplation of such
     acquisition, so long as such Indebtedness is (i) non-recourse (except with
     respect to such entity (or the assets thereof)), (ii) included in the total
     consideration for such Permitted Acquisition, (iii) not secured by a
     blanket Lien on the assets of such Person (except to the extent it is a
     Permitted Lien) and (iv) not refinanced for a principal amount in excess of
     the principal balance outstanding thereon at the time of such acquisition;

          (k) Indebtedness arising or existing under the Subordinated Note
     Documents in an aggregate principal amount not to exceed $110,000,000 at
     any time outstanding and renewals, refinancings or extensions thereof in a
     principal amount not in excess of that outstanding as of the date of such
     renewal, refinancing or extension (plus the amount of reasonable fees and
     expenses relating thereto) on terms substantially similar to the
     Subordinated Note Documents, substantially no less favorable to the
     Borrower and no less favorable to the Lenders;

          (l) Indebtedness resulting from endorsements of negotiable instruments
     received in the ordinary course of business;

          (m) Indebtedness of Foreign Subsidiaries in an aggregate principal
     amount not to exceed $30,000,000 at any time outstanding (not counting for
     the purposes of such limit intercompany Indebtedness of such Foreign
     Subsidiaries permitted under Section 6.1(d) hereof);


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          (n) other Indebtedness which does not exceed a principal amount of
     $1,000,000 in the aggregate at any time outstanding;

          (o) Indebtedness arising from Tax Related Foreign Advances to the
     extent permitted by Section 6.5; and

          (p) The Credit Parties and their Subsidiaries may incur additional
     unsecured Indebtedness on terms and conditions reasonably satisfactory to
     the Administrative Agent and/or Subordinated Debt so long as (i) the Total
     Leverage Ratio, recalculated on a pro forma basis for the most recently
     ended quarter for which information is available, shall be (I) during the
     period from the Closing Date through and including December 31, 2006, less
     than 3.50 to 1.0 and (II) on and after January 1, 2007, less than 3.25 to
     1.0, (ii) no Default or Event of Default shall have occurred or be
     continuing at the time of incurrence thereof and after giving effect
     thereto and (iii) any such Indebtedness incurred by a Subsidiary of the
     Borrower that is not a Credit Party shall be non-recourse with respect to
     each Credit Party.

     SECTION 6.2 LIENS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of their respective property or assets of any kind (whether real or personal,
tangible or intangible), whether now owned or hereafter acquired, except for
Permitted Liens. Notwithstanding the foregoing, if a Credit Party shall grant a
Lien on any of its assets in violation of this Section 6.2, then it shall be
deemed to have simultaneously granted an equal and ratable Lien on any such
assets in favor of the Administrative Agent for the benefit of the Lenders.

     SECTION 6.3 NATURE OF BUSINESS.

     The Credit Parties will not, nor will they permit any Subsidiary to, alter
the general character of their business in any material respect on an aggregate
basis from that conducted as of the Closing Date; provided, however, that the
foregoing restriction shall not prohibit the Credit Parties from entering into
lines of business vertically integrated with, and reasonably related to, their
existing lines of business as of the Closing Date.

     SECTION 6.4 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

     The Credit Parties will not, nor will they permit any Subsidiary to,

          (a) dissolve, liquidate or wind up its affairs, or sell, transfer,
     lease or otherwise dispose of its property or assets or agree to do so at a
     future time prior to the Maturity Date, except the following, without
     duplication, shall be expressly permitted (as well as agreements to do the
     following at a future time):


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               (i) (A) the sale, transfer, lease or other disposition of
          inventory and materials in the ordinary course of business, (B) the
          expenditure of cash and Cash Equivalents in the ordinary course of
          business or in transactions permitted hereby and (C) the conversion of
          cash into Cash Equivalents and Cash Equivalents into cash;

               (ii) the sale, transfer, lease or other disposition of property
          or assets to an unrelated party not in the ordinary course of business
          where and to the extent they are the result of theft, loss, physical
          destruction or damage, taking or similar event;

               (iii) the sale, lease, transfer or other disposition of
          machinery, parts and equipment no longer used or useful in the conduct
          of the business of the Credit Parties or any of their Subsidiaries;

               (iv) the sale, lease or transfer of property or assets among the
          Credit Parties;

               (v) the dissolution, liquidation or winding up of any Subsidiary
          of the Borrower that is not a Credit Party, or the sale of all,
          substantially all or a material portion of the assets of any
          Subsidiary of the Borrower that is not a Credit Party pursuant to an
          asset sale or a series of related asset sales;

               (vi) the sale of all of the Capital Stock of any Subsidiary of
          the Borrower that is not a Credit Party;

               (vii) upon ten (10) Business Days notice to the Administrative
          Agent, the dissolution, liquidation or winding up of any Credit Party
          (other than the Borrower); provided, that the assets of any such
          Credit Party shall be transferred to another Credit Party;

               (viii) upon ten (10) Business Days notice to the Administrative
          Agent, the merger or consolidation of a Subsidiary of the Borrower
          with or into another Subsidiary of the Borrower; provided that if
          either Subsidiary is a Credit Party, the continuing or surviving
          Person shall be a Credit Party;

               (ix) upon ten (10) Business Days notice to the Administrative
          Agent, the merger or consolidation of any Subsidiary of the Borrower
          into the Borrower; provided that the Borrower shall be the continuing
          or surviving entity;

               (x) transactions permitted pursuant to Sections 6.1, 6.2 and 6.5
          to the extent not otherwise permitted pursuant to this Section 6.4(a);
          and

               (xi) other sales, leases, transfers or other dispositions of
          property or assets not to exceed $10,000,000 in the aggregate in any
          fiscal year;


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          provided that (A) with respect to clauses (ii), (iii), (vi) and (xi)
          above, at least 75% of any consideration received therefor by the
          Credit Parties or any such Subsidiary shall be in the form of cash or
          Cash Equivalents, (B) after giving effect to any sale, lease or
          transfer of property or assets pursuant to clause (xi) above, the
          Credit Parties shall be in compliance on a Pro Forma Basis with the
          financial covenants set forth in Section 5.9 hereof, recalculated for
          the most recently ended quarter for which information is available,
          (C) with respect to clause (iv) above, no Event of Default shall exist
          or shall result therefrom and (D) with respect to clauses (v) and (vi)
          above, no Default or Event of Default shall exist or shall result
          therefrom; provided, further, that with respect to sales of assets
          permitted hereunder only, the Administrative Agent shall be entitled,
          without the consent of the Required Lenders, to release its Liens
          relating to the particular assets sold; or

               (b) (i) purchase, lease or otherwise acquire (in a single
          transaction or a series of related transactions) the property or
          assets of any Person, other than (A) Permitted Acquisitions and other
          Investments or acquisitions permitted pursuant to Section 6.5 and (B)
          except to the extent limited or prohibited herein, purchases, leases
          and other acquisitions of inventory, materials, property, leases,
          licenses and equipment useful in the operation of the business of the
          Borrower and its Subsidiaries in the aggregate, or (ii) enter into any
          transaction of merger or consolidation, except for (A) Permitted
          Acquisitions, (B) Investments or acquisitions permitted pursuant to
          Section 6.5 and (C) mergers or consolidations permitted pursuant to
          Sections 6.4(a)(vi), 6.4(a)(vii), 6.4(a)(viii) and 6.4(a)(ix);
          provided that if the Borrower is a party thereto, the Borrower will be
          the surviving corporation.

     SECTION 6.5 ADVANCES, INVESTMENTS AND LOANS.

     The Credit Parties will not, nor will they permit any Subsidiary to, make
any Investment except for Permitted Investments.

     SECTION 6.6 TRANSACTIONS WITH AFFILIATES.

     The Credit Parties will not, nor will they permit any Subsidiary to, enter
into any transaction or series of transactions involving $1,000,000 or more in
the aggregate, whether or not in the ordinary course of business, with any
officer, director, shareholder or Affiliate of any such Person other than (i) on
terms and conditions substantially as favorable to the Credit Parties and their
Subsidiaries as would be obtainable in a comparable arm's-length transaction
with a Person other than an officer, director, shareholder or Affiliate, (ii)
transactions among the Credit Parties, (iii) transactions among the Credit
Parties and their Subsidiaries contemplated by, or provided for by, the terms of
this Agreement either generally or specifically or (iv) the transactions listed
on Schedule 6.6.

     SECTION 6.7 OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS.

     The Credit Parties will not sell, transfer, pledge or otherwise dispose of
any Capital Stock or other equity interests in any of their Subsidiaries, nor
will they permit any of their Subsidiaries


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to issue, sell, transfer, pledge or otherwise dispose of any of their Capital
Stock or other equity interests, except in a transaction permitted by Section
6.4.

     SECTION 6.8 CORPORATE CHANGES; MATERIAL CONTRACTS.

     No Credit Party will, nor will it permit any of its Subsidiaries to, (a)
change its fiscal year, (b) amend, modify or change its articles of
incorporation, certificate of designation (or corporate charter or other similar
organizational document) or bylaws (or other similar document) in any respect
materially adverse to the interests of the Lenders without the prior written
consent of the Required Lenders, (c) amend, modify, cancel or terminate or fail
to renew or extend or permit the amendment, modification, cancellation or
termination of any of its Material Contracts (other than the Senior Note
Purchase Documents and the Subordinated Note Documents) in any respect
materially adverse to the interests of the Lenders without the prior written
consent of the Required Lenders, (d) change its state of incorporation,
organization or formation or have more than one state of incorporation,
organization or formation or (e) materially change its accounting method (except
in accordance with GAAP) in any manner materially adverse to the interests of
the Lenders without the prior written consent of the Required Lenders.

     SECTION 6.9 LIMITATION ON RESTRICTED ACTIONS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any such Person to
(a) pay dividends or make any other distributions to any Credit Party on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness or other obligation owed to
any Credit Party, (c) make loans or advances to any Credit Party, (d) sell,
lease or transfer any material portion of its properties or assets to any Credit
Party, or (e) if a Domestic Subsidiary, act as a Guarantor pursuant to the
Credit Documents or any renewals, refinancings, exchanges, refundings or
extension thereof, except (in respect of any of the matters referred to in
clauses (a) - (d) above) for such encumbrances or restrictions existing under or
by reason of (i) this Credit Agreement and the other Credit Documents, (ii)
applicable law, (iii) the Senior Note Purchase Documents, (iv) any document or
instrument governing Indebtedness incurred pursuant to Section 6.1(c) or 6.1(m);
provided that any such restriction contained therein relates only to the asset
or assets constructed or acquired in connection therewith, (v) any Permitted
Lien or any document or instrument governing any Permitted Lien; provided that
any such restriction contained therein relates only to the asset or assets
subject to such Permitted Lien, (vi) customary nonassignment provisions in any
lease governing a leasehold interest or in any contract which is not a Material
Contract, (vii) agreements with respect to Foreign Subsidiaries so long as any
liability thereunder is non-recourse to the Credit Parties, (viii) agreements
with respect to joint ventures so long as any liability thereunder is
non-recourse to the Credit Parties except to the extent of such Person's
ownership interest in the joint venture, (ix) customary restrictions contained
in agreements relating to the sale of a Subsidiary of the Borrower (or all or
substantially all of the assets thereof) pending such sale, so long as such
restrictions and conditions apply only to such Subsidiary and such sale is
permitted hereunder or (x) restrictions imposed by any agreement


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relating to secured Indebtedness permitted by this Credit Agreement if such
restrictions apply only to the property or assets securing such Indebtedness.

     SECTION 6.10 RESTRICTED PAYMENTS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
directly or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) to make dividends payable solely in the same
class of Capital Stock of such Person, (b) to make dividends or other
distributions payable to any Credit Party (directly or indirectly through their
Subsidiaries), (c) to pay regularly scheduled principal and interest payments in
respect of the Senior Notes, the Subordinated Debt Securities and the other
Subordinated Debt, (d) to acquire shares upon the conversion of such shares into
shares of another class of its Capital Stock, (e) to pay dividends in accordance
with the Borrower's historical dividend policy which shall be in an annual
amount not to exceed $12,000,000; provided, that (i) at the time such dividend
is declared, (i) no Event of Default shall have occurred and be continuing under
Section 7.1(a), (ii) no default shall exist under any Material Contract
(including, without limitation, the Subordinated Note Documents and the Senior
Note Purchase Documents) as a result of the failure to make any payment required
thereunder, and (iii) the Borrower shall have demonstrated to the reasonable
satisfaction of the Administrative Agent that it will be in compliance with
Section 5.9 after giving effect to the payment of such dividend on a pro forma
basis, (f) provided that (i) no Default or Event of Default has occurred and is
continuing or would result therefrom and (ii) after giving effect thereto on a
Pro Forma Basis there is at least $75,000,000 in Minimum Liquidity, to pay
dividends (other than those paid in accordance with the Borrower's historical
dividend policy which are permitted as provided in (e) above) and repurchase
Capital Stock in an aggregate amount not to exceed (A) $125,000,000 (1) during
fiscal year 2006 and (2) during any fiscal year thereafter and (B) $200,000,000
in the aggregate during the term of this Agreement and (g) after September 1,
2006, provided that (i) no Default or Event of Default has occurred and is
continuing or would result therefrom, (ii) after giving effect thereto on a Pro
Forma Basis there is at least $50,000,000 in Minimum Liquidity, and (iii) after
giving effect thereto on a Pro Forma Basis, the Credit Parties are in compliance
with each of the financial covenants set forth in Section 5.9, to prepay up to
$62,000,000 of the outstanding principal amount of the Senior Notes.

     SECTION 6.11 AMENDMENT OF SUBORDINATED DEBT AND SENIOR NOTES.

     The Credit Parties will not, nor will it permit any Subsidiary to, without
the prior written consent of the Required Lenders, (a) amend, modify, waive or
extend or permit the amendment, modification, waiver or extension of any term of
any Senior Note Purchase Document or any document governing or relating to any
Subordinated Debt if such amendment or modification would add or change any
terms in a manner materially adverse to the Borrower or the Lenders, or shorten
the final maturity or average life to maturity or require any payment to be made
sooner than originally scheduled or increase the interest rate applicable
thereto or if such amendment or modification is otherwise materially adverse to
the interests of the Borrower or the Lenders, or (b) effect or permit any change
in or amendment to any document or instrument pertaining to (i) the
subordination, terms of payment or required prepayments of any Subordinated Debt
or (ii) to the


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covenants or events of default of any Subordinated Debt if the effect of any
such change or amendment is to make such covenants or events of default
materially more restrictive.

     SECTION 6.12 NO FURTHER NEGATIVE PLEDGES.

     The Credit Parties will not, nor will they permit any Domestic Subsidiary
to, enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien (including the
requirement for an equal and ratable Lien) upon any of their properties or
assets, whether now owned or hereafter acquired, except (a) pursuant to this
Credit Agreement and the other Credit Documents (b) pursuant to any document or
instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided
that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (c) so long as the Liens
granted pursuant to the Security Documents are not prohibited thereby, (i)
customary anti-assignment provisions contained in leases and licensing
agreements entered into in the ordinary course of business or contained in any
contract not a Material Contract, (ii) restrictions imposed by law, (iii)
customary restrictions contained in agreements relating to the sale of a
Subsidiary of the Borrower (or all or substantially all of the assets thereof)
pending such sale, so long as such restrictions and conditions apply only to
such Subsidiary and such sale is permitted hereunder, (iv) restrictions imposed
by any agreement relating to secured Indebtedness permitted by this Credit
Agreement if such restrictions apply only to the property or assets securing
such Indebtedness, (v) agreements with respect to Foreign Subsidiaries so long
as any liability thereunder is non-recourse to any Credit Party, (vi) agreements
with respect to joint ventures so long as any liability thereunder is
non-recourse to the Credit Parties except to the extent of such Person's
ownership interest in the joint venture, (vii) pursuant to the Senior Note
Purchase Documents, and (d) in connection with any Permitted Lien or any
document or instrument governing any Permitted Lien; provided that any such
restriction contained therein relates only to the asset or assets subject to
such Permitted Lien.

     SECTION 6.13 CONSOLIDATED CAPITAL EXPENDITURES.

     Each of the Credit Parties will not, nor will it permit any of its
Subsidiaries to, incur Consolidated Capital Expenditures during any fiscal year
of the Borrower unless at the time of the incurrence thereof and after giving
effect thereto no Event of Default shall have occurred or be continuing.

     SECTION 6.14 OPERATING LEASES.

     Each of the Credit Parties will not, nor will it permit any of its
Subsidiaries to, enter into, assume or permit to exist any obligations for the
payment of rent under Operating Leases which in the aggregate for all such
Persons would exceed $15,000,000 in any fiscal year of the Borrower.


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                                   ARTICLE VII

                                EVENTS OF DEFAULT

     SECTION 7.1 EVENTS OF DEFAULT.

     An Event of Default shall exist upon the occurrence of any of the following
specified events (each an "Event of Default"):

          (a) Payment. (i) The Borrower shall fail to pay any principal on any
     Loan when due in accordance with the terms hereof; or (ii) the Borrower
     shall fail to reimburse the Issuing Lender for any Reimbursement
     Obligations when due in accordance with the terms hereof; or (iii) the
     Borrower shall fail to pay any interest on any Loan or any fee or other
     amount payable hereunder when due in accordance with the terms hereof and
     such failure shall continue unremedied for three (3) Business Days; or (iv)
     or any Guarantor shall fail to pay on the Guaranty in respect of any of the
     foregoing; or

          (b) Misrepresentation. Any representation or warranty made or deemed
     made by or on behalf of a Credit Party herein, in the Security Documents or
     in any of the other Credit Documents shall (i) with respect to
     representations and warranties that contain a materiality qualification,
     prove to have been incorrect, false or misleading and (ii) with respect to
     representations and warranties that do not contain a materiality
     qualification, prove to have been incorrect, false or misleading in any
     material respect, in each case on or as of the date made or deemed made; or

          (c) Covenant Default. (i) Any Credit Party shall fail to perform,
     comply with or observe any term, covenant or agreement applicable to it
     contained in Sections 5.1, 5.2, 5.4, 5.7(a), 5.9, 5.11, or Article VI
     hereof; or (ii) any Credit Party shall fail to comply with any other
     covenant contained in this Credit Agreement or the other Credit Documents
     (other than as described in Sections 7.1(a) or 7.1(c)(i) above), and such
     breach or failure to comply is not cured within thirty (30) days after the
     earlier of the date (1) the Administrative Agent has delivered written
     notice of such failure to the Borrower (in the case of the failure to
     deliver any item required to be delivered hereunder), or (2) any
     Responsible Officer of the Borrower obtains actual knowledge of such breach
     or failure to comply; or

          (d) Debt Cross-Default. (i) Any Credit Party shall default in any
     payment of principal of or interest on any Indebtedness (other than the
     Credit Party Obligations, but including, without limitation, the Senior
     Notes, the Subordinated Debt Instruments and any other Subordinated Debt)
     in a principal amount outstanding of at least $3,000,000 for the Borrower
     and any of its Subsidiaries in the aggregate, and said default continues
     beyond any applicable grace period (not to exceed 30 days), if any,
     provided in the instrument or agreement under which such Indebtedness was
     created; (ii) any Credit Party shall default in the observance or
     performance of any other agreement or condition relating to any
     Indebtedness (other than the Credit Party Obligations, but including,
     without limitation, the Senior Notes, the Subordinated Debt Instruments and
     any other


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     Subordinated Debt) in a principal amount outstanding of at least $3,000,000
     in the aggregate for the Credit Parties and their Subsidiaries or contained
     in any instrument or agreement evidencing, securing or relating to such
     Indebtedness, 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 holders of such Indebtedness or beneficiary or beneficiaries of
     such Indebtedness (or a trustee or agent on behalf of such holder or
     holders or beneficiary or beneficiaries) to cause such Indebtedness to
     become due prior to its stated maturity; or (iii) any Credit Party shall
     breach or default any Secured Hedging Agreement; or

          (e) Other Cross-Defaults. The Credit Parties or any of their
     Subsidiaries shall default in (i) the payment of any material amount when
     due under any Material Contract (other than the Senior Note Purchase
     Documents and the Subordinated Note Documents) or (ii) in the performance
     or observance, of any obligation or condition of any Material Contract
     (other than the Senior Note Purchase Documents and the Subordinated Note
     Documents) and such failure to perform or observe such other obligation or
     condition continues unremedied for a period of thirty (30) days after
     notice of the occurrence of such default unless, but only as long as, the
     existence of any such default is being contested by the Credit Parties in
     good faith by appropriate proceedings and adequate reserves in respect
     thereof have been established on the books of the Credit Parties to the
     extent required by GAAP; or

          (f) Bankruptcy Default. (i) A Credit Party or any of its Subsidiaries
     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 a Credit Party
     or any of its Subsidiaries shall make a general assignment for the benefit
     of its creditors; or (ii) there shall be commenced against a Credit Party
     or any of its Subsidiaries any case, proceeding or other action of a nature
     referred to in clause (i) above which (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 sixty (60) days; or
     (iii) there shall be commenced against a Credit Party or any of its
     Subsidiaries 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 their assets which results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending appeal within sixty (60) days from the entry
     thereof; or (iv) a Credit Party or any of its Subsidiaries shall take any
     action indicating its consent to, approval of, or acquiescence in, any of
     the acts set forth in clause (i), (ii), or (iii) above; or (v) a Credit
     Party or any of its Subsidiaries shall generally not, or shall be unable
     to, or shall admit in writing their inability to, pay its debts as they
     become due; or


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          (g) Judgment Default. One or more judgments or decrees of any court or
     other judicial body for the payment of money shall be entered against a
     Credit Party or any of its Subsidiaries involving in the aggregate a
     liability (to the extent not covered by insurance) of $3,000,000 or more
     and all such judgments or decrees shall not have been paid and satisfied,
     vacated, discharged, stayed or bonded pending appeal within thirty (30)
     days from the entry thereof or any injunction, temporary restraining order
     or similar decree shall be issued against a Credit Party or any of its
     Subsidiaries that, individually or in the aggregate, could result in a
     Material Adverse Effect; or

          (h) ERISA Default. (i) Any Person shall engage in any non-exempt
     "prohibited transaction" (as defined in Section 406 of ERISA or Section
     4975 of the Code) involving any Plan and the aggregate excise tax liability
     and liability for the correction of such transaction would reasonably be
     expected to exceed $3,000,000, (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 (other
     than a Permitted Lien) shall arise on the assets of the Credit Parties 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) a Credit Party, any of its Subsidiaries
     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 Insolvency or Reorganization of, any Multiemployer
     Plan or (vi) any other similar event or condition shall occur or exist with
     respect to a Plan, provided, however, that an event described in clauses
     (ii) through (vi) of this Section 6.01(g) shall only be an Event of Default
     if it would reasonably be expected to result in an unfunded vested
     liability under a Plan that is $3,000,000 or more; or

          (i) Change of Control. There shall occur a Change of Control; or

          (j) Invalidity of Guaranty. The Guaranty, for any reason other than
     the satisfaction in full of all Credit Party Obligations, shall cease to be
     in full force and effect (other than in accordance with its terms) or shall
     be declared to be null and void, or any Credit Party shall contest the
     validity or enforceability of the Guaranty or any Credit Document or deny
     that it has any further liability, including with respect to future
     advances by the Lenders, under any Credit Document to which it is a party;
     or

          (k) Invalidity of Credit Documents. Any other Credit Document shall
     fail to be in full force and effect in any material respect or to give the
     Administrative Agent and/or the Lenders the Liens and other material
     rights, powers and privileges purported to be created thereby (except as
     such documents may be terminated or no longer in force and effect in
     accordance with the terms thereof, other than those indemnities and
     provisions which by their terms shall survive) or any Lien shall fail to be
     a perfected Lien


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     (subject to Permitted Liens and subject to the effect of the laws of any
     foreign jurisdiction in which any Collateral is located) on any material
     portion of the Perfection Collateral or any Credit Party shall contest the
     enforceability of any Credit Document or any Lien created thereby; or

          (l) Hedging Agreement. Any termination payment shall be due by a
     Credit Party under any Hedging Agreement and such amount is not paid within
     the later to occur of five (5) Business Days after the due date thereof or
     the expiration of grace periods, if any, in such Hedging Agreement; or

          (m) Subordinated Debt. The subordination provisions contained in any
     Subordinated Debt shall cease to be in full force and effect or to give the
     Lenders the rights, powers and privileges purported to be created thereby;
     or

          (n) Uninsured Loss. Any uninsured damage to or loss, theft or
     destruction of any assets of the Credit Parties or any of their
     Subsidiaries shall occur that is in excess of $3,000,000.

     SECTION 7.2 ACCELERATION; REMEDIES.

     Upon the occurrence and during the continuance of an Event of Default,
then, and in any such event, (a) if such event is an Event of Default specified
in Section 7.1(e) above, automatically the Commitments shall immediately
terminate and the Loans (with accrued interest thereon), and all other amounts
under the Credit Documents (including without limitation the maximum amount of
all contingent liabilities under Letters of Credit) shall immediately become due
and payable, and (b) if such event is any other Event of Default, any or all of
the following actions may be taken: (i) with the written consent of the Required
Lenders, the Administrative Agent may, or upon the written request of the
Required Lenders, the Administrative Agent shall, declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate;
(ii) the Administrative Agent may, or upon the written request of the Required
Lenders, the Administrative Agent shall, declare the Loans (with accrued
interest thereon) and all other amounts owing under this Credit Agreement and
the Notes to be due and payable forthwith and direct the Borrower to pay to the
Administrative Agent cash collateral as security for the LOC Obligations for
subsequent drawings under then outstanding Letters of Credit an amount equal to
the maximum amount of which may be drawn under Letters of Credit then
outstanding, whereupon the same shall immediately become due and payable; and/or
(iii) with the written consent of the Required Lenders, the Administrative Agent
may, or upon the written request of the Required Lenders, the Administrative
Agent shall, exercise such other rights and remedies as provided under the
Credit Documents and under applicable law.


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                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

     SECTION 8.1 APPOINTMENT.

     Each Lender hereby irrevocably designates and appoints Wachovia as the
Administrative Agent of such Lender under this Credit Agreement, and each such
Lender irrevocably authorizes Wachovia, as the Administrative Agent for such
Lender, to take such action on its behalf under the provisions of this Credit
Agreement and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Credit Agreement,
together with such other powers as are reasonably incidental thereto. Each
Lender acknowledges that the Credit Parties may rely on each action taken by the
Administrative Agent on behalf of the Lenders hereunder. Notwithstanding any
provision to the contrary elsewhere in this Credit 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 Credit Agreement or otherwise exist against the Administrative
Agent.

     SECTION 8.2 DELEGATION OF DUTIES.

     The Administrative Agent may execute any of its duties under this Credit
Agreement 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. Without
limiting the foregoing, the Administrative Agent may appoint one of its
affiliates as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Borrower and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.

     SECTION 8.3 EXCULPATORY PROVISIONS.

     Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact, Subsidiaries or affiliates shall be (a)
liable to any Lender for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Credit Agreement (except for its
or such Person's own gross negligence or willful misconduct) or (b) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Credit Party or any officer thereof
contained in this Credit Agreement or in any certificate, report, statement or
other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Credit Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of any of
the Credit Documents or for any failure of any Credit Party to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance by any Credit Party of any of the


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agreements contained in, or conditions of, this Credit Agreement, or to inspect
the properties, books or records of any Credit Party.

     SECTION 8.4 RELIANCE BY ADMINISTRATIVE AGENT.

          (a) The Administrative Agent shall be entitled to rely, and shall be
     fully protected in relying, upon any note, writing, resolution, notice,
     consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
     telex or teletype message, statement, order or other document or
     conversation believed by it in good faith to be genuine and correct and to
     have been signed, sent or made by the proper Person or Persons and upon
     advice and statements of legal counsel (including, without limitation,
     counsel to the Credit Parties), 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 an
     executed Commitment Transfer Supplement has been filed with the
     Administrative Agent pursuant to Section 9.6(c) with respect to the Loans
     evidenced by such Note. The Administrative Agent shall be fully justified
     in failing or refusing to take any action under this Credit Agreement
     unless it shall first receive such advice or concurrence of the Required
     Lenders as it deems appropriate or it shall first be indemnified to its
     satisfaction by the Lenders against any and all liability and expense which
     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 any of the Credit Documents in
     accordance with a request of the Required Lenders or all of the Lenders, as
     may be required under this Credit Agreement, 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 Notes.

          (b) For purposes of determining compliance with the conditions
     specified in Section 4.1, each Lender that has signed this Credit Agreement
     shall be deemed to have consented to, approved or accepted or to be
     satisfied with, each document or other matter required thereunder to be
     consented to or approved by or acceptable or satisfactory to a Lender.

     SECTION 8.5 NOTICE OF DEFAULT.

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


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expressly requires that such action be taken, or not taken, only with the
consent or upon the authorization of the Required Lenders, or all of the
Lenders, as the case may be.

     SECTION 8.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

     Each Lender expressly acknowledges that neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representation or warranty to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
any Credit Party, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower or any other Credit Party and
made its own decision to make its Loans hereunder and enter into this Credit
Agreement. Each Lender also represents that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Credit Agreement, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Borrower and the other Credit
Parties. 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
the Borrower or any other Credit Party which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

     SECTION 8.7 INDEMNIFICATION.

     The Lenders agree to indemnify the Administrative Agent, the Issuing Lender
and their Affiliates and their respective officers, directors, agents and
employees (to the extent not reimbursed by the Borrower and without limiting any
obligation of the Borrower to do so), ratably according to their respective
Revolving Commitment Percentages in effect on the date on which indemnification
is sought under this Section, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Credit
Party Obligations) be imposed on, incurred by or asserted against any such
indemnitee in any way relating to or arising out of any Credit Document 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 any such
indemnitee under or in connection with any of the foregoing; provided, however,
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 to the extent resulting from such indemnitee's
gross negligence or willful misconduct, as determined by a court of competent
jurisdiction. The


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agreements in this Section 8.7 shall survive the termination of this Credit
Agreement and payment of the Notes and all other amounts payable hereunder.

     SECTION 8.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

     The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower as
though the Administrative Agent were not the Administrative Agent hereunder.
With respect to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Credit
Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

     SECTION 8.9 SUCCESSOR ADMINISTRATIVE AGENT.

     The Administrative Agent may resign as Administrative Agent upon 30 days'
prior notice to the Borrower and the Lenders. If the Administrative Agent shall
resign as Administrative Agent under this Credit Agreement and the Notes or if
the Administrative Agent enters or becomes subject to receivership, then the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders, which successor agent shall be approved by the Borrower with such
approval not to be unreasonably withheld (provided, however if an Event of
Default shall exist at such time, no approval of the Borrower shall be required
hereunder), 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 Credit Agreement or any holders of the Notes. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 8.9 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Credit Agreement.

     SECTION 8.10 NATURE OF DUTIES.

     Except as otherwise expressly stated herein, any agent (other than the
Administrative Agent) or arranger listed from time to time on the cover page of
this Credit Agreement shall have no obligations, responsibilities or duties
under this Credit Agreement or under any other Credit Document other than
obligations, responsibilities and duties applicable to all Lenders in their
capacity as Lenders; provided, however, that such agents and arranger shall be
entitled to the same rights, protections, exculpations and indemnifications
granted to the Administrative Agent under this Article VIII in their capacity as
an agent or arranger.

     SECTION 8.11 RELEASES.

     Each of the Lenders hereby authorizes the Administrative Agent to, and the
Administrative Agent will, upon written request of the Borrower, promptly (a)
release the Lien on any Collateral that is sold, transferred or otherwise
disposed of to any Person (other than a


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Credit Party) in a transaction permitted under the terms of this Agreement or
approved by the Required Lenders or (if required under clauses (iv) or (v) of
the proviso to Section 9.1) all the Lenders, (b) release all Liens arising under
the Security Documents on all of the Collateral, if requested by the Borrower,
upon the Borrower obtaining the Release Rating, (c) release any Guarantor from
the Guaranty if all of the Capital Stock of such Guarantor is sold, transferred
or otherwise disposed of, or such Guarantor is merged with or consolidated into,
any Person other than a Credit Party in a transaction permitted under the terms
of this Agreement or approved by the Required Lenders or (if required under
clauses (iv) or (v) of the proviso to Section 9.1) all the Lenders, and (d)
execute, deliver or file any UCC termination statements or other release
documents as may be reasonably requested by any Credit Party to evidence or give
effect to any of the foregoing releases, all such releases and filings to be in
form and substance reasonably satisfactory to the Administrative Agent.

     SECTION 8.12 SYNDICATION AGENT AND DOCUMENTATION AGENT.

     The terms "Syndication Agent" and "Documentation Agent" shall not confer
any rights, powers, duties, liabilities, fiduciary relationships or obligations
under this Credit Agreement or any of the other documents related hereto except
as specifically set forth herein.

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.1 AMENDMENTS, WAIVERS AND RELEASE OF COLLATERAL.

     Neither this Credit Agreement nor any of the other Credit Documents, nor
any terms hereof or thereof may be amended, supplemented, waived or modified (by
amendment, waiver, consent or otherwise) except in accordance with the
provisions of this Section nor may Collateral be released except as specifically
provided herein or in the Security Documents or in accordance with the
provisions of this Section 9.1. The Required Lenders may or, with the written
consent of the Required Lenders, the Administrative Agent may, from time to
time, (a) enter into with the Borrower written amendments, supplements or
modifications hereto and to the other Credit Documents for the purpose of adding
any provisions to this Credit Agreement or the other Credit Documents or
changing in any manner the rights of the Lenders or of the Borrower hereunder or
thereunder or (b) waive or consent to the departure from, on such terms and
conditions as the Required Lenders may specify in such instrument, any of the
requirements of this Credit Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such amendment, supplement, modification, release, waiver or consent shall:

               (i) reduce the amount or extend the scheduled date of maturity of
          any Loan or Note or any installment thereon or any reimbursement
          obligation under any Letter of Credit, or reduce the stated rate of
          any interest or fee payable hereunder (except in connection with a
          waiver of interest at the increased post-default rate set forth in
          Section 2.9 which shall be determined by a vote of the


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          Required Lenders) or extend the scheduled date of any payment thereof
          or increase the amount or extend the expiration date of any Lender's
          Commitment, in each case without the written consent of each Lender
          directly affected thereby; provided that, it is understood and agreed
          that any reduction in the stated rate of interest on Revolving Loans
          shall only require the written consent of each Lender holding a
          Revolving Commitment or any Revolving Loan; or

               (ii) amend, modify or waive any provision of this Section 9.1 or
          reduce the percentage specified in the definition of Required Lenders,
          without the written consent of all the Lenders; or

               (iii) amend, modify or waive any provision of Article VIII
          without the written consent of the then Administrative Agent; or

               (iv) release the Borrower or all or substantially all of the
          Guarantors from their obligations under the Guaranty, without the
          written consent of all of the Lenders and Hedging Agreement Providers;
          or

               (v) release all or substantially all of the Collateral without
          the written consent of all of the Lenders and Hedging Agreement
          Providers (except upon the Borrower obtaining the Release Rating); or

               (vi) subordinate the Loans or any Liens under the Security
          Documents to any other Indebtedness or Liens without the written
          consent of all of the Lenders; or

               (vii) permit a Letter of Credit to have an original expiry date
          more than twelve (12) months from the date of issuance without the
          consent of each of the Revolving Lenders; provided, that the expiry
          date of any Letter of Credit may be extended in accordance with the
          terms of Section 2.3(a); or

               (viii) permit the Borrower to assign or transfer any of its
          rights or obligations under this Credit Agreement or other Credit
          Documents without the written consent of all of the Lenders; or

               (ix) amend, modify or waive any provision of the Credit Documents
          requiring consent, approval or request of the Required Lenders or all
          Lenders without the written consent of the Required Lenders or all the
          Lenders as appropriate; or

               (x) amend, modify or waive Section 2.12 without the written
          consent of each Lender and each Hedging Agreement Provider directly
          affected thereby; or


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               (xi) amend the definitions of "Hedging Agreement," "Secured
          Hedging Agreement," or "Hedging Agreement Provider" without the
          consent of any Hedging Agreement Provider that would be adversely
          affected thereby.

provided, further, that no amendment, waiver or consent affecting the rights or
duties of the Administrative Agent, the Issuing Lender or the Swingline Lender
under any Credit Document shall in any event be effective, unless in writing and
signed by the Administrative Agent, the Issuing Lender and/or the Swingline
Lender, as applicable, in addition to the Lenders required hereinabove to take
such action.

     Any such waiver, any amendment, supplement or modification referred to in
this Section 9.1 and any such release shall apply equally to each of the Lenders
and shall be binding upon the Borrower, the other Credit Parties, the Lenders,
the Administrative Agent and all future holders of the Notes. In the case of any
waiver, the Borrower, the other Credit Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Loans and Notes and other Credit 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.

     Notwithstanding any of the foregoing to the contrary, the consent of the
Borrower and the other Credit Parties shall not be required for any amendment,
modification or waiver of the provisions of Article VIII (other than the
provisions of Sections 8.9 and 8.11) unless the rights or duties of the Borrower
or the other Credit Parties are directly affected thereby; provided, that the
Administrative Agent will provide written notice to the Borrower of any such
amendment, modification or waiver.

     Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (a) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (b) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.

     The Lenders hereby agree that the Administrative Agent is authorized to
release the Liens in favor of the Administrative Agent, for the benefit of
itself and the Lenders, in all of the Collateral, if requested by the Borrower,
upon the Borrower obtaining the Release Rating, without further notice to or
consent by such Lenders.

     SECTION 9.2 NOTICES.

          (a) Except as otherwise provided in Article II, all notices, requests
     and demands to or upon the respective parties hereto to be effective shall
     be in writing (including by telecopy or other electronic communications as
     provided below), and, unless otherwise expressly provided herein, shall be
     deemed to have been duly given or made (i) when delivered by hand, (ii)
     when transmitted via telecopy (or other facsimile


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     device) to the number set out herein, (iii) the Business Day following the
     day on which the same has been delivered prepaid (or pursuant to an invoice
     arrangement) to a reputable national overnight air courier service, or (iv)
     the third Business Day following the day on which the same is sent by
     certified or registered mail, postage prepaid, in each case, addressed as
     follows in the case of the Borrower, the other Credit Parties and the
     Administrative Agent, and, in the case of each of the Lenders, as set forth
     in such Lender's Administrative Details Form, or to such other address as
     may be hereafter notified by the respective parties hereto and any future
     holders of the Notes:

          The Borrower       Belden CDT Inc.
          and the other      7701 Forsyth, Suite 800
          Credit Parties:    St. Louis, Missouri 63105
                             Attention: Stephen H. Johnson
                             Telecopier: (314) 854-8001
                             Telephone: (314) 854-8017

          The Administrative

                   Agent:    Wachovia Bank, National Association,
                             as Administrative Agent
                             Charlotte Plaza
                             201 South College Street, CP8
                             Charlotte, North Carolina 28288-0680
                             Attention: Richard Wright
                             Telecopier: (704) 383-0288
                             Telephone: (704) 715-9297

                             with a copy to:

                             Wachovia Bank, National Association
                             One Wachovia Center, TW-15
                             Charlotte, North Carolina 28288-0760
                             Attention: David Hall, Agency Management
                             Telecopier: (704) 383-6647
                             Telephone: (704) 383-3727

     provided, that notices given by the Borrower pursuant to Section 2.1 or
     Section 2.10 hereof shall be effective only upon receipt thereof by the
     Administrative Agent.

          (b) Notices and other communications to the Lenders or the
     Administrative Agent hereunder may be delivered or furnished by electronic
     communication (including e-mail and Internet or intranet websites) pursuant
     to procedures approved by the Administrative Agent; provided that the
     foregoing shall not apply to notices to any Lender pursuant to Article II
     if such Lender, as applicable, has notified the Administrative Agent that
     it is incapable of receiving notices under such Section by electronic
     communication. The Administrative Agent or the Borrower may, in its
     discretion, agree to accept notices and other communications to it
     hereunder by electronic


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     communications pursuant to procedures approved by it; provided that
     approval of such procedures may be limited to particular notices or
     communications.

          Unless the Administrative Agent otherwise prescribes, (a) notices and
     other communications sent to an e-mail address shall be deemed received
     upon the sender's receipt of an acknowledgement from the intended recipient
     (such as by the "return receipt requested" function, as available, return
     e-mail or other written acknowledgement); provided that if such notice or
     other communication is not sent during the normal business hours of the
     recipient, such notice or communication shall be deemed to have been sent
     at the opening of business on the next business day for the recipient, and
     (b)notices or communications posted to an Internet or intranet website
     shall be deemed received upon the deemed receipt by the intended recipient
     at its e-mail address as described in the foregoing clause (a) of
     notification that such notice or communication is available and identifying
     the website address therefor.

     SECTION 9.3 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 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.

     SECTION 9.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Credit Agreement and the Notes
and the making of the Loans; provided that all such representations and
warranties shall terminate on the Termination Date.

     SECTION 9.5 PAYMENT OF EXPENSES AND TAXES.

     The Credit Parties agree (a) to pay or reimburse the Administrative Agent
and the Arranger for all their reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation, negotiation, printing
and execution of, and any amendment, supplement or modification to, this Credit
Agreement and the other Credit Documents, and the consummation and
administration of the transactions contemplated hereby and thereby, together
with the reasonable fees and disbursements of Moore & Van Allen PLLC (counsel to
the Administrative Agent and the Arranger) in connection therewith and no other
counsel therefor, (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 Credit Agreement and the other Credit
Documents, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent and to the Lenders in connection
therewith, and (c) on demand, to pay, indemnify, and hold each Lender, the
Administrative Agent and the Arranger harmless from, any and all recording and
filing fees and any and all


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liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, which 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,
the Credit Documents and any such other documents, (d) to pay, indemnify, and
hold each Lender, the Administrative Agent, the Arranger and their Affiliates
and their respective officers, directors, employees, partners, members, counsel,
agents, representatives, advisors and affiliates (collectively called the
"Indemnitees") 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 to the extent arising
from third party claims with respect to the execution, delivery, enforcement,
performance and administration of the Credit Documents and the use, or proposed
use, of proceeds of the Loans and (e) to pay any civil penalty or fine assessed
by the U.S. Department of the Treasury's Office of Foreign Assets Control
against, and all reasonable costs and expenses (including counsel fees and
disbursements) incurred in connection with defense thereof by, the
Administrative Agent or any Lender as a result of the funding of Loans, the
issuance of Letters of Credit, the acceptance of payments or of Collateral due
under the Credit Documents (all of the foregoing, collectively, the "Indemnified
Liabilities"); provided, however, that the Borrower shall not have any
obligation hereunder to an Indemnitee with respect to Indemnified Liabilities
arising from the gross negligence, bad faith or willful misconduct of any
Indemnitee, as determined by a court of competent jurisdiction. The agreements
in this Section 9.5 shall survive repayment of the Loans, Notes and all other
amounts hereunder.

     SECTION 9.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS.

          (a) This Credit Agreement shall be binding upon and inure to the
     benefit of the Credit Parties, the Lenders, the Administrative Agent, all
     future holders of the Notes and their respective successors and assigns,
     except that the Credit Parties may not assign or transfer any of their
     rights or obligations under this Credit Agreement or the other Credit
     Documents without the prior written consent of each Lender.

          (b) Any Lender may, in the ordinary course of its business and in
     accordance with applicable law, at any time sell to one or more banks or
     other entities ("Participants") participating interests in any Loan owing
     to such Lender, any Note held by such Lender, any Commitment of such
     Lender, or any other interest of such Lender hereunder. In the event of any
     such sale by a Lender of participating interests to a Participant, such
     Lender's obligations under this Credit Agreement to the other parties to
     this Credit Agreement shall remain unchanged, such Lender shall remain
     solely responsible for the performance thereof, such Lender shall remain
     the holder of any such Note for all purposes under this Credit Agreement,
     and the Borrower and the Administrative Agent shall continue to deal solely
     and directly with such Lender in connection with such Lender's rights and
     obligations under this Credit Agreement. No Lender shall transfer or grant
     any participation under which the Participant shall have rights to approve
     any amendment to or waiver of this Credit Agreement or any other Credit
     Document except to the extent such amendment or waiver would (i) extend the
     scheduled maturity of any Loan or Note or any installment thereon in which
     such


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     Participant is participating, or reduce the stated rate or extend the time
     of payment of interest or fees thereon (except in connection with a waiver
     of interest at the increased post-default rate set forth in Section 2.10
     which shall be determined by a vote of the Required Lenders) or reduce the
     principal amount thereof, or increase the amount of the Participant's
     participation over the amount thereof then in effect; provided that, it is
     understood and agreed that (A) a waiver of any Default or Event of Default
     shall not constitute a change in the terms of such participation, and (B)
     an increase in any Commitment or Loan shall be permitted without consent of
     any participant if the Participant's participation is not increased as a
     result thereof, (ii) release all or substantially all of the Guarantors
     from their obligations under the Guaranty, (iii) release all or
     substantially all of the Collateral, or (iv) consent to the assignment or
     transfer by the Borrower of any of its rights and obligations under this
     Credit Agreement. In the case of any such participation, the Participant
     shall not have any rights under this Credit Agreement or any of the other
     Credit Documents (the Participant's rights against such Lender in respect
     of such participation to be those set forth in the agreement executed by
     such Lender in favor of the Participant relating thereto) and all amounts
     payable by the Borrower hereunder shall be determined as if such Lender had
     not sold such participation; provided that each Participant shall be
     entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.5 with respect
     to its participation (A) in the Commitments and the Loans outstanding from
     time to time; provided further, that no Participant shall be entitled to
     receive any greater amount pursuant to such Sections than the transferor
     Lender would have been entitled to receive in respect of the amount of the
     participation transferred by such transferor Lender to such Participant had
     no such transfer occurred and (B) such Participant shall be subject to the
     limitations and obligations set forth in Sections 2.16, 2.17, 2.18 and 9.5
     as if such Participant was a Lender hereunder.

          (c) Any Lender may, in accordance with applicable law, at any time,
     sell or assign to any Lender or any Affiliate or Approved Fund thereof and
     to one or more additional banks, insurance companies, financial
     institutions, investment funds or other entities ("Purchasing Lenders"),
     all or any part of its rights and obligations under this Credit Agreement
     and the Notes in minimum amounts of $2,500,000 with respect to its
     Revolving Commitment and its Revolving Loans (or, if less, the entire
     amount of such Lender's Revolving Commitment and Revolving Loans), pursuant
     to a Commitment Transfer Supplement, executed by such Purchasing Lender,
     such transferor Lender, the Administrative Agent, the Issuing Lender and
     the Borrower (to the extent required), and delivered to the Administrative
     Agent for its acceptance and recording in the Register; provided, however,
     that (i) any sale or assignment to an existing Lender, or Affiliate or
     Approved Fund thereof, shall not require the consent of the Borrower nor
     shall any such sale or assignment be subject to the minimum assignment
     amounts specified herein, and (ii) so long as no Default or Event of
     Default shall have occurred and be continuing, any other sale or assignment
     (except as referred to in subclause (i) above) of a portion of the
     Revolving Loans and a Revolving Loan Commitment shall require the consent
     of the Borrower. Upon such execution, delivery, acceptance and recording,
     from and after the Transfer Effective Date specified in such Commitment
     Transfer Supplement, (A) the Purchasing Lender thereunder shall be a party
     hereto and, to the extent provided in such Commitment Transfer Supplement,
     have the rights and obligations of a Lender hereunder


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     with a Commitment as set forth therein, and (B) the transferor Lender
     thereunder shall, to the extent provided in such Commitment Transfer
     Supplement, be released from its obligations under this Credit Agreement
     (and, in the case of an Commitment Transfer Supplement covering all or the
     remaining portion of a transferor Lender's rights and obligations under
     this Credit Agreement, such transferor Lender shall cease to be a party
     hereto; provided, however, that such Lender shall continue to be entitled
     to any indemnification rights that expressly survive hereunder). Such
     Commitment Transfer Supplement shall be deemed to amend this Credit
     Agreement to the extent, and only to the extent, necessary to reflect the
     addition of such Purchasing Lender and the resulting adjustment of the
     Revolving Commitment Percentage arising from the purchase by such
     Purchasing Lender of all or a portion of the rights and obligations of such
     transferor Lender under this Credit Agreement and the Notes. On or prior to
     the Transfer Effective Date specified in such Commitment Transfer
     Supplement, the Borrower, at its own expense, shall execute and deliver to
     the Administrative Agent in exchange for the Notes delivered to the
     Administrative Agent pursuant to such Commitment Transfer Supplement new
     Notes to the order of such Purchasing Lender in an amount equal to the
     Commitment assumed by it pursuant to such Commitment Transfer Supplement
     and, unless the transferor Lender has not retained a Commitment hereunder,
     new Notes to the order of the transferor Lender in an amount equal to the
     Commitment retained by it hereunder. Such new Notes shall be dated the
     Closing Date and shall otherwise be in the form of the Notes replaced
     thereby. Notwithstanding anything to the contrary contained in this Section
     9.6, a Lender may assign any or all of its rights under this Credit
     Agreement to an Affiliate or an Approved Fund of such Lender without
     delivering an Commitment Transfer Supplement to the Administrative Agent;
     provided, however, that (x) the Credit Parties and the Administrative Agent
     may continue to deal solely and directly with such assigning Lender until
     an Commitment Transfer Supplement has been delivered to the Administrative
     Agent for recordation on the Register, (y) the failure of such assigning
     lender to deliver a Commitment Transfer Supplement to the Administrative
     Agent shall not affect the legality, validity or binding effect of such
     assignment and (z) an Commitment Transfer Supplement between the assigning
     Lender an Affiliate or Approved Fund of such Lender shall be effective as
     of the date specified in such Commitment Transfer Supplement.

          (d) The Administrative Agent shall maintain at its address referred to
     in Section 9.2 a copy of each Commitment Transfer Supplement delivered to
     it and a register (the "Register") for the recordation of the names and
     addresses of the Lenders and the Commitment of, and principal amount of the
     Loans owing to, each Lender from time to time. A Loan (and the related
     Note) recorded on the Register may be assigned or sold in whole or in part
     upon registration of such assignment or sale on the Register. The entries
     in the Register shall be presumed correct in the absence of demonstrable
     error, and the Borrower, the Administrative Agent and the Lenders may treat
     each Person whose name is recorded in the Register as the owner of the Loan
     recorded therein for all purposes of this Credit Agreement. The Register
     shall be available for inspection by the Borrower or any Lender at any
     reasonable time and from time to time upon reasonable prior notice. In the
     case of an assignment pursuant to the last sentence of Section 9.6(c) as to
     which an Commitment Transfer Supplement is not delivered to the
     Administrative


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     Agent, the assigning Lender shall, acting solely for this purpose as a
     non-fiduciary agent of the Credit Parties, maintain a comparable register
     on behalf of the Credit Parties. In the event that any Lender sells
     participations in a Loan recorded on the Register, such Lender shall
     maintain, as agent of the Borrower, a register on which it enters the name
     of all participants in such Loans held by it (the "Participant Register").
     A Loan recorded on the Register (and the registered Note, if any,
     evidencing the same) may be participated in whole or in part only by
     registration of such participation on the Participant Register (and each
     registered Note shall expressly so provide). Any participation of such Loan
     recorded on the Register (and the registered Note, if any, evidencing the
     same) may be effected only by the registration of such participation on the
     Participant Register.

          (e) Upon its receipt of a duly executed Commitment Transfer
     Supplement, together with payment to the Administrative Agent by the
     transferor Lender or the Purchasing Lender, as agreed between them, of a
     registration and processing fee of $3,500 for each Purchasing Lender listed
     in such Commitment Transfer Supplement and the Notes subject to such
     Commitment Transfer Supplement, the Administrative Agent shall (i) accept
     such Commitment Transfer Supplement, (ii) record the information contained
     therein in the Register and (iii) give prompt notice of such acceptance and
     recordation to the Lenders and the Borrower.

          (f) The Borrower authorizes each Lender to disclose to any Participant
     or Purchasing Lender (each, a "Transferee") and any prospective Transferee
     any and all financial information in such Lender's possession concerning
     the Borrower and its Subsidiaries which has been delivered to such Lender
     by or on behalf of the Borrower pursuant to this Credit Agreement or which
     has been delivered to such Lender by or on behalf of the Borrower in
     connection with such Lender's credit evaluation of the Borrower and its
     Affiliates prior to becoming a party to this Credit Agreement, in each case
     subject to Section 9.15.

          (g) At the time of each assignment pursuant to this Section 9.6 to a
     Person which is not already a Lender hereunder and which is not a United
     States person (as such term is defined in Section 7701(a)(30) of the Code)
     for Federal income tax purposes, the respective assignee Lender shall
     provide to the Borrower and the Administrative Agent the appropriate
     Internal Revenue Service Forms (and, if applicable, a Tax Exempt
     Certificate) described in Section 2.19.

          (h) Nothing herein shall prohibit any Lender from pledging or
     assigning any of its rights under this Credit Agreement (including, without
     limitation, any right to payment of principal and interest under any Note)
     to secure obligations of such Lender, including without limitation, (i) any
     pledge or assignment to secure obligations to a Federal Reserve Bank and
     (ii) in the case of any Lender that is a fund or trust or entity that
     invests in commercial bank loans in the ordinary course of business, any
     pledge or assignment to any holders of obligations owed, or securities
     issued, by such Lender including to any trustee for, or any other
     representative of, such holders; it being understood that the requirements
     for assignments set forth in this Section 9.6 shall not apply to any such
     pledge or assignment of a security interest, except with respect to any


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     foreclosure or similar action taken by such pledgee or assignee with
     respect to such pledge or assignment; provided 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 and no such pledgee or assignee shall have any
     voting rights under this Credit Agreement unless and until the requirements
     for assignments set forth in this Section 9.6 are complied with in
     connection with any foreclosure or similar action taken by such pledgee or
     assignee.

     SECTION 9.7 ADJUSTMENTS; SET-OFF.

          (a) Each Lender agrees that if any Lender (a "benefited Lender") shall
     at any time receive any payment of all or part of its Loans, or interest
     thereon, or receive any collateral in respect thereof (whether voluntarily
     or involuntarily, by set-off, pursuant to a Bankruptcy Event or otherwise)
     in a greater proportion than any such payment to or collateral received by
     any other Lender, if any, in respect of such other Lender's Loans, or
     interest thereon, such benefited Lender shall purchase for cash from the
     other Lenders a participating interest in such portion of each such other
     Lender's Loan, or shall provide such other Lenders with the benefits of any
     such collateral, or the proceeds thereof, as shall be necessary to cause
     such benefited Lender to share the excess payment or benefits of such
     collateral or proceeds ratably with each of the Lenders; provided, however,
     that if all or any portion of such excess payment or benefits is thereafter
     recovered from such benefited Lender, such purchase shall be rescinded, and
     the purchase price and benefits returned, to the extent of such recovery,
     but without interest. The Borrower agrees that each Lender so purchasing a
     portion of another Lender's Loans may exercise all rights of payment
     (including, without limitation, rights of set-off) with respect to such
     portion as fully as if such Lender were the direct holder of such portion.

          (b) In addition to any rights and remedies of the Lenders provided by
     law (including, without limitation, other rights of set-off), each Lender
     shall have the right, without prior notice to the Borrower or the
     applicable Credit Party, any such notice being expressly waived by the
     Credit Parties to the extent permitted by applicable law, upon the
     occurrence and during the continuance of any Event of Default, to setoff
     and appropriate and apply 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, and whether the
     obligations owing to such Lender are fully secured, at any time held by or
     owing to such Lender or any branch or agency thereof to or for the credit
     or the account of the Borrower or any other Credit Party, or any part
     thereof in such amounts as such Lender may elect, against and on account of
     the Loans and other Credit Party Obligations of the Borrower and the other
     Credit Parties to the Administrative Agent and the Lenders and claims of
     every nature and description of the Administrative Agent and the Lenders
     against the Borrower and the other Credit Parties, in any currency, whether
     arising hereunder, under any other Credit Document or any Secured Hedging
     Agreement pursuant to the terms of this Credit Agreement, as such Lender
     may elect, whether or not the Administrative Agent or the Lenders have made
     any demand for payment and although such obligations, liabilities and
     claims may be contingent or unmatured. The


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     aforesaid right of set-off may be exercised by such Lender against the
     Borrower, any other Credit Party or against any trustee in bankruptcy,
     debtor in possession, assignee for the benefit of creditors, receiver or
     execution, judgment or attachment creditor of the Borrower or any other
     Credit Party, or against anyone else claiming through or against the
     Borrower, any other Credit Party or any such trustee in bankruptcy, debtor
     in possession, assignee for the benefit of creditors, receiver, or
     execution, judgment or attachment creditor, notwithstanding the fact that
     such right of set-off shall not have been exercised by such Lender prior to
     the occurrence of any Event of Default. Each Lender agrees promptly to
     notify the Borrower and the Administrative Agent after any such set-off and
     application made by such Lender; provided, however, that the failure to
     give such notice shall not affect the validity of such set-off and
     application.

     SECTION 9.8 TABLE OF CONTENTS AND SECTION HEADINGS.

     The table of contents and the Section and subsection headings herein are
intended for convenience only and shall be ignored in construing this Credit
Agreement.

     SECTION 9.9 COUNTERPARTS.

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

     SECTION 9.10 EFFECTIVENESS.

     This Credit Agreement shall become effective on the date on which all of
the parties have signed a copy hereof (whether the same or different copies) and
shall have delivered the same to the Administrative Agent pursuant to Section
9.2 or, in the case of the Lenders, shall have given to the Administrative Agent
written, telecopied, electronically mailed or telex notice (actually received)
at such office that the same has been signed and mailed to it.

     SECTION 9.11 SEVERABILITY.

     Any provision of this Credit Agreement which 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.

     SECTION 9.12 INTEGRATION.

     This Credit Agreement and the other Credit Documents represent the
agreement of the Borrower, the other Credit Parties, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by


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the Administrative Agent, the Borrower, the other Credit Parties, or any Lender
relative to the subject matter hereof not expressly set forth or referred to
herein or therein.

     SECTION 9.13 GOVERNING LAW.

     This Credit Agreement and, unless otherwise specified therein, each other
Credit Document and the rights and obligations of the parties under this Credit
Agreement and such other Credit Document shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York without regard
to conflict of laws principles thereof (other than Sections 5-1401 and 5-1402 of
the New York General Obligations Law).

     SECTION 9.14 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

     All judicial proceedings brought against the Borrower and/or any other
Credit Party with respect to this Credit Agreement, any Note or any of the other
Credit Documents may be brought in any state or federal court of competent
jurisdiction in the State of New York, and, by execution and delivery of this
Credit Agreement, the Borrower and each of the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Credit
Agreement from which no appeal has been taken or is available. The Borrower and
each of the other Credit Parties irrevocably agree that all service of process
in any such proceedings in any such court may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to it at its address set forth in Section 9.2 or at such
other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the Borrower and the
other Credit Parties to be effective and binding service in every respect. The
Borrower, the other Credit Parties, the Administrative Agent and the Lenders
irrevocably waive any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens which it may
now or hereafter have to the bringing of any such action or proceeding in any
such jurisdiction. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of any Lender to bring
proceedings against the Borrower or the other Credit Parties in the court of any
other jurisdiction.

     SECTION 9.15 CONFIDENTIALITY.

     The Administrative Agent and each of the Lenders agrees that it will not
disclose without the prior consent of the Borrower any information (the
"Information") with respect to the Credit Parties and their Subsidiaries which
is furnished pursuant to this Credit Agreement, any other Credit Document or any
documents contemplated by or referred to herein or therein, except that any
Lender may disclose any such Information (a) to its employees, affiliates,
auditors or counsel on a need-to-know basis or to another Lender, (b) as has
become generally available to the public other than by a breach of this Section
9.15, (c) as may be required in any report, statement or testimony submitted to
any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender such as the Federal Reserve Board or the Federal
Deposit Insurance Corporation or the Office of the Comptroller of the Currency
or the National


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Association of Insurance Commissioners or similar organizations (whether in the
United States or elsewhere) or their successors, (d) as may be required in
response to any summons or subpoena or any law, order, regulation or ruling
applicable to such Lender, (e) to (i) any prospective Participant or assignee in
connection with any contemplated transfer pursuant to Section 9.6 or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower, provided that such prospective transferee
or counterparty shall have been made aware of this Section 9.15 and shall have
agreed to be bound by its provisions as if it were a party to this Credit
Agreement, (f) to Gold Sheets and other similar bank trade publications; such
disclosed information to consist only of deal terms and other information
regarding the credit facilities evidenced by this Credit Agreement customarily
found in such publications, (g) to the extent reasonably required, in connection
with any suit, action or proceeding for the purpose of defending itself,
reducing its liability, or protecting or exercising any of its claims, rights,
remedies or interests under or in connection with the Credit Documents or any
Secured Hedging Agreement, (h) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this
Section 9.15 as if it were a party to this Credit Agreement), (i) any nationally
recognized rating agency that requires access to customary information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender, (j) to a Person that is an investor or prospective investor in a
Securitization (as defined below) that agrees that its access to information
regarding the Borrower and the Loans is solely for purposes of evaluating an
investment in such Securitization; provided that such Person shall have been
made aware of this Section 9.15 and shall have agreed to be bound by its
provisions as if it were a party to this Credit Agreement, (k) to a Person that
is a trustee, collateral manager, servicer, noteholder or secured party in a
Securitization in connection with the administration, servicing and reporting on
the assets serving as collateral for such Securitization; provided that such
Person shall have been made aware of this Section 9.15 and shall have agreed to
be bound by its provisions as if it were a party to this Credit Agreement, or
(l) to a nationally recognized rating agency that requires access to information
regarding the Borrower and the Loans in connection with ratings issued with
respect to a Securitization. For purposes of this Section "Securitization" shall
mean a public or private offering by a Lender or any of its affiliates or their
respective successors and assigns, of securities which represent an interest in,
or which are collateralized in whole or in part by, the Loans. Unless
specifically prohibited by applicable law or court order, each of the Lenders
and the Administrative Agent shall, prior to its disclosure of Information
pursuant to subsections (c) and (d) above, use reasonable efforts to notify the
Borrower of any request for disclosure of any such information.

     SECTION 9.16 ACKNOWLEDGMENTS.

     The Borrower and the other Credit Parties each hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of each Credit Document;

          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to the Borrower or any other Credit Party arising
     out of or in


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     connection with this Credit Agreement and the relationship between the
     Administrative Agent and the Lenders, on one hand, and the Borrower and the
     other Credit Parties, on the other hand, in connection herewith is solely
     that of debtor and creditor; and

          (c) no joint venture exists among the Lenders or among the Borrower or
     the other Credit Parties and the Lenders.

     SECTION 9.17 WAIVERS OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES.

     THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Each of the Borrower, the other Credit Parties, the Administrative Agent and the
Lenders agree not to assert any claim against any other party to this Credit
Agreement or any their respective directors, officers, employees, attorneys,
Affiliates or agents, on any theory of liability, for special, indirect,
consequential or punitive damages arising out of or otherwise relating to any of
the transactions contemplated herein.

     SECTION 9.18 PATRIOT ACT NOTICE.

     Each Lender and the Administrative Agent (for itself and not on behalf of
any other party) hereby notifies the Borrower that, pursuant to the requirements
of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26,
2001 (the "Patriot Act"), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Patriot Act.

                                    ARTICLE X

                                    GUARANTY

     SECTION 10.1 THE GUARANTY.

     In order to induce the Lenders to enter into this Credit Agreement and any
Hedging Agreement Provider to enter into any Secured Hedging Agreement and to
extend credit hereunder and thereunder and in recognition of the direct benefits
to be received by the Guarantors from the Extensions of Credit hereunder and any
Secured Hedging Agreement, each of the Guarantors hereby agrees with the
Administrative Agent, the Lenders and the Hedging Agreement Providers as
follows: the Guarantor hereby unconditionally and irrevocably jointly and
severally guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all Credit Party Obligations. If any or all of the Credit Party
Obligations become due and payable, each Guarantor unconditionally promises to
pay such indebtedness to the Administrative Agent, the


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<PAGE>

Lenders, the Hedging Agreement Providers, or their respective order, or demand,
together with any and all reasonable expenses which may be incurred by the
Administrative Agent or the Lenders in collecting any of the Credit Party
Obligations. The Guaranty set forth in this Article X is a guaranty of timely
payment and not of collection.

     Notwithstanding any provision to the contrary contained herein or in any
other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).

     SECTION 10.2 BANKRUPTCY.

     Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all Credit Party
Obligations of the Borrower to the Lenders and any Hedging Agreement Provider
whether or not then due or payable by the Borrower upon the occurrence of any of
the events specified in Section 7.1(f), and unconditionally upon such occurrence
promises to pay (to the extent unpaid) such Credit Party Obligations to the
Administrative Agent for the account of the Lenders and to any such Hedging
Agreement Provider, or order, on demand, in lawful money of the United States.
Each of the Guarantors further agrees that to the extent that the Borrower or a
Guarantor shall make a payment or a transfer of an interest in any property to
the Administrative Agent, any Lender or any Hedging Agreement Provider, which
payment or transfer or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, or otherwise is avoided, and/or required to be
repaid to the Borrower or a Guarantor, the estate of the Borrower or a
Guarantor, a trustee, receiver or any other party under any bankruptcy law,
state or federal law, common law or equitable cause, then to the extent of such
avoidance or repayment, the obligation or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if said payment had
not been made.

     SECTION 10.3 NATURE OF LIABILITY.

     The liability of each Guarantor hereunder is exclusive and independent of
any security for or other guaranty of the Credit Party Obligations of the
Borrower whether executed by any such Guarantor, any other guarantor or by any
other party, and no Guarantor's liability hereunder shall be affected or
impaired by (a) any direction as to application of payment by the Borrower or by
any other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Credit Party
Obligations of the Borrower, or (c) any payment on or in reduction of any such
other guaranty or undertaking (except to the extent the Credit Party Obligations
are reduced thereby), or (d) any dissolution, termination or increase, decrease
or change in personnel by the Borrower, or (e) any payment made to the
Administrative Agent, the Lenders or any Hedging Agreement Provider on the
Credit Party Obligations which the Administrative Agent, such Lenders or such
Hedging Agreement Provider subsequently repay the Borrower pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each of the Guarantors waives


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<PAGE>

any right to the deferral or modification of its obligations hereunder by reason
of any such proceeding.

     SECTION 10.4 INDEPENDENT OBLIGATION.

     The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor or the Borrower, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.
Subject to the provision of Section 10.2 regarding revival of Credit Party
Obligations, the Guarantors' joint and several liability with respect to the
Credit Party Obligations shall not obligate them to pay any Credit Party
Obligations which have already been satisfied.

     SECTION 10.5 AUTHORIZATION.

     Each of the Guarantors authorizes the Administrative Agent, each Lender and
each Hedging Agreement Provider without notice or demand (except as shall be
required by applicable statute and cannot be waived), and without affecting or
impairing its liability hereunder, from time to time to (a) renew, compromise,
extend, increase, accelerate or otherwise change the time for payment of, or
otherwise change the terms of the Credit Party Obligations or any part thereof
in accordance with this Credit Agreement and any Secured Hedging Agreement, as
applicable, including any increase or decrease of the rate of interest thereon,
(b) take and hold security from any Guarantor or any other party for the payment
of this Guaranty or the Credit Party Obligations and exchange, enforce waive and
release any such security, (c) apply such security and direct the order or
manner of sale thereof as the Administrative Agent and the Lenders in their
discretion may determine and (d) release or substitute any one or more
endorsers, Guarantors, the Borrower or other obligors.

     SECTION 10.6 RELIANCE.

     It is not necessary for the Administrative Agent, the Lenders or any
Hedging Agreement Provider to inquire into the capacity or powers of the
Borrower or the officers, directors, members, partners or agents acting or
purporting to act on its behalf, and any Credit Party Obligations made or
created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.

     SECTION 10.7 WAIVER.

          (a) Each of the Guarantors waives any right (except as shall be
     required by applicable statute and cannot be waived) to require the
     Administrative Agent, any Lender or any Hedging Agreement Provider to (i)
     proceed against the Borrower, any other guarantor or any other party, (ii)
     proceed against or exhaust any security held from the Borrower, any other
     guarantor or any other party, or (iii) pursue any other remedy in the
     Administrative Agent's, any Lender's or any Hedging Agreement Provider's
     power whatsoever. Each of the Guarantors waives any defense based on or
     arising out of any defense of the Borrower, any other guarantor or any
     other party other than payment in


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<PAGE>

     full of the Credit Party Obligations (other than contingent indemnity
     obligations), including without limitation any defense based on or arising
     out of the disability of the Borrower, any other guarantor or any other
     party, or the unenforceability of the Credit Party Obligations or any part
     thereof from any cause, or the cessation from any cause of the liability of
     the Borrower other than payment in full of the Credit Party Obligations.
     The Administrative Agent may, at its election, foreclose on any security
     held by the Administrative Agent by one or more judicial or nonjudicial
     sales (to the extent such sale is permitted by applicable law), or exercise
     any other right or remedy the Administrative Agent or any Lender may have
     against the Borrower or any other party, or any security, without affecting
     or impairing in any way the liability of any Guarantor hereunder except to
     the extent the Credit Party Obligations have been paid in full and the
     Commitments have been terminated. Each of the Guarantors waives any defense
     arising out of any such election by the Administrative Agent or any of the
     Lenders, even though such election operates to impair or extinguish any
     right of reimbursement or subrogation or other right or remedy of the
     Guarantors against the Borrower or any other party or any security.

          (b) Each of the Guarantors waives all presentments, demands for
     performance, protests and notices, including without limitation notices of
     nonperformance, notice of protest, notices of dishonor, notices of
     acceptance of this Guaranty, and notices of the existence, creation or
     incurring of new or additional Credit Party Obligations. Each Guarantor
     assumes all responsibility for being and keeping itself informed of the
     Borrower's financial condition and assets, and of all other circumstances
     bearing upon the risk of nonpayment of the Credit Party Obligations and the
     nature, scope and extent of the risks which such Guarantor assumes and
     incurs hereunder, and agrees that neither the Administrative Agent nor any
     Lender shall have any duty to advise such Guarantor of information known to
     it regarding such circumstances or risks.

          (c) Each of the Guarantors hereby agrees it will not exercise any
     rights of subrogation which it may at any time otherwise have as a result
     of this Guaranty (whether contractual, under Section 509 of the U.S.
     Bankruptcy Code, or otherwise) to the claims of the Lenders or any Hedging
     Agreement Provider against the Borrower or any other guarantor of the
     Credit Party Obligations of the Borrower owing to the Lenders or such
     Hedging Agreement Provider (collectively, the "Other Parties") and all
     contractual, statutory or common law rights of reimbursement, contribution
     or indemnity from any Other Party which it may at any time otherwise have
     as a result of this Guaranty until such time as the Credit Party
     Obligations shall have been paid in full and the Commitments have been
     terminated. Each of the Guarantors hereby further agrees not to exercise
     any right to enforce any other remedy which the Administrative Agent, the
     Lenders or any Hedging Agreement Provider now have or may hereafter have
     against any Other Party, any endorser or any other guarantor of all or any
     part of the Credit Party Obligations of the Borrower and any benefit of,
     and any right to participate in, any security or collateral given to or for
     the benefit of the Lenders and/or the Hedging Agreement Providers to secure
     payment of the Credit Party Obligations of the Borrower until such time as
     the Credit Party Obligations (other than contingent indemnity obligations)
     shall have been paid in full and the Commitments have been terminated.


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<PAGE>

     SECTION 10.8 LIMITATION ON ENFORCEMENT.

     The Lenders and the Hedging Agreement Providers agree that this Guaranty
may be enforced only by the action of the Administrative Agent acting upon the
instructions of the Required Lenders or such Hedging Agreement Provider (only
with respect to obligations under the applicable Secured Hedging Agreement) and
that no Lender or Hedging Agreement Provider shall have any right individually
to seek to enforce or to enforce this Guaranty, it being understood and agreed
that such rights and remedies may be exercised by the Administrative Agent for
the benefit of the Lenders under the terms of this Credit Agreement and for the
benefit of any Hedging Agreement Provider under any Secured Hedging Agreement.
The Lenders and the Hedging Agreement Providers further agree that this Guaranty
may not be enforced against any director, officer, member, partner, employee or
stockholder of the Guarantors.

     SECTION 10.9 CONFIRMATION OF PAYMENT.

     The Administrative Agent and the Lenders will, at any time on or after the
Termination Date, upon the Borrower's or any Guarantor's written request, at the
sole cost and expense of the Credit Parties, confirm to the Borrower, the
Guarantors or any other Person that such indebtedness and obligations have been
paid and the Commitments relating thereto terminated, subject to the provisions
of Section 10.2.

                            [Signature Pages Follow]


                                       113

<PAGE>

                                 BELDEN CDT INC.
                                CREDIT AGREEMENT

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

BORROWER:                               BELDEN CDT INC.,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer


GUARANTORS:                             BELDEN WIRE & CABLE COMPANY,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer


                                        BELDEN CDT NETWORKING, INC.,
                                        a Washington corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer


                                        NORDX/CDT CORP.,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer


                                        THERMAX/CDT, INC.,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson

<PAGE>

                                        Title: Treasurer


                                        BELDEN HOLDINGS, INC.,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer


                                        BELDEN TECHNOLOGIES, INC.,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer


                                        BELDEN INC.,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer


                                        CDT INTERNATIONAL HOLDINGS INC.,
                                        a Delaware corporation


                                        By: /s/ Stephen H. Johnson
                                            ------------------------------------
                                        Name: Stephen H. Johnson
                                        Title: Treasurer

<PAGE>

                                 BELDEN CDT INC.
                                CREDIT AGREEMENT

ADMINISTRATIVE AGENT
AND LENDERS:                            WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, as Administrative Agent
                                        and as a Lender


                                        By: /s/ David K. Hall
                                            ------------------------------------
                                        Name: David K. Hall
                                        Title: Director
<PAGE>
                                 BELDEN CDT INC.
                                CREDIT AGREEMENT


                                            U.S. BANK NATIONAL ASSOCIATION, as a
                                            Lender

                                            By: /s/ John Holland
                                               ---------------------------------
                                            Name: John Holland
                                            Title: Senior Vice President

<PAGE>
                                 BELDEN CDT INC.
                                CREDIT AGREEMENT


                                            BANK OF AMERICA, N.A., as a Lender


                                            By: /s/ Irene Bertozzi Bartenstein
                                               ---------------------------------
                                            Name: Irene Bertozzi Bartenstein
                                            Title: Principal

<PAGE>
                                 BELDEN CDT INC.
                                CREDIT AGREEMENT


                                            NATIONAL CITY BANK OF THE MIDWEST,
                                            as a Lender

                                            By: /s/ Eric Hartman
                                               ---------------------------------
                                            Name: Eric Hartman
                                            Title: Vice President

<PAGE>
                                 BELDEN CDT INC.
                                CREDIT AGREEMENT


                                            COMERICA BANK, as a Lender


                                            By: /s/ Mark J. Leveille
                                               ---------------------------------
                                            Name: Mark J. Leveille
                                            Title: Assistant Vice President

<PAGE>
                                 BELDEN CDT INC.
                                CREDIT AGREEMENT


                                            FIFTH THIRD BANK, as a Lender


                                            By: /s/ Shawn D. Hagan
                                               ---------------------------------
                                            Name: Shawn D. Hagan
                                            Title: Vice President

<PAGE>
                                 BELDEN CDT INC.
                                CREDIT AGREEMENT


                                         THE NORTHERN TRUST COMPANY, as a Lender


                                         By: /s/ Fredric W. McClendon
                                            ------------------------------------
                                         Name: Fredric W. McClendon
                                         Title: Vice President

<PAGE>
                                 BELDEN CDT INC.
                                CREDIT AGREEMENT


                                            ING BANK NV, as a Lender


                                            By: /s/ B.F.G. Jacobs
                                               ---------------------------------
                                            Name: B.F.G. Jacobs
                                            Title: Pr. Relationship Manager


                                            ING BANK N.V.,
                                            Handesregister ur. 31.431, Amsterdam

                                            By: /s/
                                               ---------------------------------
                                            Name: P.A.l.v. Vuwron
                                            Title: Director