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                                                                    EXHIBIT 10.1

                                                               EXECUTION VERSION



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                                CREDIT AGREEMENT

                                      among


                          DADE BEHRING HOLDINGS, INC.,

                               DADE BEHRING INC.,

                          VARIOUS LENDING INSTITUTIONS,

                         DEUTSCHE BANK SECURITIES INC.,
                     AS LEAD ARRANGER AND LEAD BOOK RUNNER,

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                            AS ADMINISTRATIVE AGENT,

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                       and
                         THE ROYAL BANK OF SCOTLAND PLC,
                             AS SYNDICATION AGENTS,

                       -----------------------------------

                           Dated as of October 3, 2002

                       -----------------------------------

                                  $575,000,000




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     CREDIT AGREEMENT, dated as of October 3, 2002, among DADE BEHRING HOLDINGS,
INC., a Delaware corporation ("Holdings"), DADE BEHRING INC., a Delaware
corporation (the "Borrower"), the Lenders from time to time party hereto,
DEUTSCHE BANK SECURITIES INC., as Lead Arranger and Lead Book Runner, DEUTSCHE
BANK AG, NEW YORK BRANCH as Administrative Agent, and GENERAL ELECTIC CAPITAL
CORPORATION and THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agents (in such
capacity, the "Syndication Agents"). Unless otherwise defined herein, all
capitalized terms used herein and defined in Section 10 are used herein as so
defined.


                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lenders are willing to make available the credit facilities provided herein;


     NOW, THEREFORE, IT IS AGREED:

     SECTION 1. AMOUNT AND TERMS OF CREDIT.

     1.01 COMMITMENTS. (A) Subject to and upon the terms and conditions herein
set forth, each Lender severally agrees to make a loan or loans to the Borrower,
which loans shall be drawn, to the extent such Lender has a commitment under
such Facility, under the A-1 Term Loan Facility, the A-2 Term Loan Facility and
the Revolving Loan Facility, as set forth below:

          (a) Loans under the A-1 Term Loan Facility (each, an "A-1 Term Loan"
     and, collectively, the "A-1 Term Loans") (i) shall be incurred by the
     Borrower pursuant to a single drawing, which shall be on the Initial
     Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as
     hereafter provided, may, at the option of the Borrower, be incurred and
     maintained as and/or converted into Base Rate Loans or Eurodollar Loans,
     PROVIDED, that (x) all A-1 Term Loans made by all Lenders pursuant to the
     same Borrowing shall, unless otherwise specifically provided herein,
     consist entirely of A-1 Term Loans of the same Type and (y) unless the
     Administrative Agent has determined that the Syndication Date has occurred
     (at which time this clause (y) shall no longer be applicable), no more than
     three Borrowings of A-1 Term Loans to be maintained as Eurodollar Loans may
     be incurred prior to the 90th day after the Initial Borrowing Date (or, if
     later, the last day of the Interest Period applicable to the third
     Borrowing of Eurodollar Loans referred to below), each of which Borrowings
     of Eurodollar Loans may only have an Interest Period of one month, and the
     first of which Borrowings may only be made on, or within five Business Days
     after, the Initial Borrowing Date, the second of which Borrowings may only
     be made on the last day of the Interest Period of the first such Borrowing
     and the third of which Borrowings may only be made on the last day of the
     Interest Period of the second such Borrowing, and (iv) shall not exceed for
     any Lender at the time of incurrence thereof on the Initial Borrowing Date
     that aggregate principal amount which equals the A-1 Term Loan Commitment,
     if any, of such Lender at such time (before giving effect to the
     termination thereof on such date pursuant to Section 3.03(b)). Once repaid,
     A-1 Term Loans may not be reborrowed.


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          (b) Loans under the A-2 Term Loan Facility (each, an "A-2 Term Loan"
     and, collectively, the "A-2 Term Loans") (i) shall be incurred by the
     Borrower pursuant to a single drawing, which shall be on the Initial
     Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as
     hereafter provided, may, at the option of the Borrower, be incurred and
     maintained as and/or converted into Base Rate Loans or Eurodollar Loans,
     PROVIDED, that (x) all A-2 Term Loans made by all Lenders pursuant to the
     same Borrowing shall, unless otherwise specifically provided herein,
     consist entirely of A-2 Term Loans of the same Type and (y) unless the
     Administrative Agent has determined that the Syndication Date has occurred
     (at which time this clause (y) shall no longer be applicable), no more than
     three Borrowings of A-2 Term Loans to be maintained as Eurodollar Loans may
     be incurred prior to the 90th day after the Initial Borrowing Date (or, if
     later, the last day of the Interest Period applicable to the third
     Borrowing of Eurodollar Loans referred to below), each of which Borrowings
     of Eurodollar Loans may only have an Interest Period of one month, and the
     first of which Borrowings may only be made on, or within five Business Days
     after, the Initial Borrowing Date, the second of which Borrowings may only
     be made on the last day of the Interest Period of the first such Borrowing
     and the third of which Borrowings may only be made on the last day of the
     Interest Period of the second such Borrowing, and (iv) shall not exceed for
     any Lender at the time of incurrence thereof on the Initial Borrowing Date
     that aggregate principal amount which equals the A-2 Term Loan Commitment,
     if any, of such Lender at such time (before giving effect to the
     termination thereof on such date pursuant to Section 3.03(b)). Once repaid,
     A-2 Term Loans may not be reborrowed.

          (c) Each loan under the Revolving Loan Facility (each, a "Revolving
     Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the
     Borrower at any time and from time to time on and after the Initial
     Borrowing Date and prior to the Revolving Loan Maturity Date, (ii) shall be
     made and maintained in such Approved Currency as is requested by the
     Borrower, (iii) except as hereinafter provided, may, at the option of the
     Borrower, be incurred and maintained as and/or converted into, one or more
     Borrowings of Base Rate Loans, Eurodollar Loans or Euro Denominated
     Revolving Loans, PROVIDED, that (x) all Revolving Loans made as part of the
     same Borrowing shall, unless otherwise specifically provided herein,
     consist of Revolving Loans of the same Type and (y) unless the
     Administrative Agent has determined that the Syndication Date has occurred
     (at which time this clause (y) shall no longer be applicable), (1) no more
     than three Borrowings of Revolving Loans to be maintained as Eurodollar
     Loans may be incurred prior to the 90th day after the Initial Borrowing
     Date (or, if later, the last day of the Interest Period applicable to the
     third Borrowing of Eurodollar Loans referred to below), each of which
     Borrowings of Eurodollar Loans may only have an Interest Period of one
     month, and the first of which Borrowings may only be made on the same date
     as the initial Borrowing of A-1 Term Loans that are maintained as
     Eurodollar Loans, the second of which Borrowings may only be made on the
     last day of the Interest Period of the first such Borrowing and the third
     of which Borrowings may only be made on the last day of the Interest Period
     of the second such Borrowing and (2) all Borrowings of Euro Denominated
     Revolving Loans shall have Interest Periods of one month, (iv) may be
     repaid and reborrowed in accordance with the provisions hereof, (v) in the
     case of Euro Denominated Revolving Loans, may not be incurred if the
     aggregate Principal Amount of all outstanding Euro Denominated Revolving
     Loans (after giving effect to the respective



                                      -2-
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     proposed incurrence of Euro Denominated Revolving Loans), when added to (x)
     the aggregate Principal Amount of all Euro Denominated Swingline Loans then
     outstanding and (y) the Euro Denominated Letter of Credit Outstandings at
     such time (exclusive of Unpaid Drawings in respect of Euro Denominated
     Letters of Credit which are repaid with the proceeds of, and simultaneously
     with the incurrence of, Euro Denominated Revolving Loans or Euro
     Denominated Swingline Loans), would exceed $75,000,000, and (vi) shall not
     exceed for any Lender at any time outstanding that aggregate Principal
     Amount which, when added to (I) the aggregate Principal Amount of all other
     Revolving Loans made by such Lender and then outstanding, and (II) such
     Lender's RL Percentage, if any, of the aggregate Principal Amount of all
     Swingline Loans then outstanding and the Letter of Credit Outstandings
     (exclusive of Unpaid Drawings which are repaid with the proceeds of, and
     simultaneously with the incurrence of, Revolving Loans or Swingline Loans),
     equals the Available Revolving Loan Commitment, if any, of such Lender at
     such time.

          (B) Subject to and upon the terms and conditions herein set forth,
DBAG in its individual capacity agrees to make at any time and from time to time
after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan
or loans to the Borrower (each, a "Swingline Loan" and, collectively, the
"Swingline Loans"), which Swingline Loans (i) shall be made and maintained in
such Approved Currency as is requested by the Borrower, (ii) may be repaid and
reborrowed in accordance with the provisions hereof, (iii) shall not exceed in
aggregate Principal Amount at any time outstanding, when combined with the
aggregate Principal Amount of all Revolving Loans then outstanding and the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid
with the proceeds of, and simultaneously with the incurrence of, Revolving Loans
or Swingline Loans) at such time, an amount equal to the Total Available
Revolving Loan Commitment then in effect, (iv) in the case of Euro Denominated
Swingline Loans, shall not exceed in aggregate Principal Amount at any time
outstanding, when combined with (x) the aggregate Principal Amount of all Euro
Denominated Revolving Loans then outstanding and (y) the Euro Denominated Letter
of Credit Outstandings at such time (exclusive of Unpaid Drawings in respect of
Euro Denominated Letters of Credit which are repaid with the proceeds of, and
simultaneously with the incurrence of, Euro Denominated Revolving Loans or Euro
Denominated Swingline Loans), $75,000,000 and (v) shall not exceed in aggregate
Principal Amount at any time outstanding the Maximum Swingline Amount. DBAG
shall not be obligated to make any Swingline Loans at a time when a Lender
Default exists unless DBAG has entered into arrangements satisfactory to it and
the Borrower to eliminate DBAG's risk with respect to the Defaulting Lender's or
Lenders' participation in such Swingline Loans, including by cash
collateralizing such Defaulting Lender's or Lenders' RL Percentage of the
outstanding Swingline Loans. DBAG will not make a Swingline Loan after it has
received written notice from the Borrower or the Required Lenders stating that a
Default or an Event of Default exists until such time as DBAG shall have
received a written notice of (i) rescission of such notice from the party or
parties originally delivering the same or (ii) a waiver of such Default or Event
of Default from the Required Lenders.

          (C) On any Business Day, DBAG may, in its sole discretion, give notice
to the RL Lenders that its outstanding Swingline Loans shall be funded with a
Borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed to
have been automatically given upon the occurrence of a Default or an Event of
Default under Section 9.05 or upon the exercise of any


                                      -3-
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of the remedies provided in the last paragraph of Section 9), in which case a
Borrowing of Revolving Loans denominated in the relevant Approved Currency (each
such Borrowing, an "RL Mandatory Borrowing") shall be made on the immediately
succeeding Business Day by all RL Lenders PRO RATA based on each RL Lender's RL
Percentage, and the proceeds thereof shall be applied directly to repay DBAG for
such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to
make Revolving Loans upon one Business Day's notice pursuant to each RL
Mandatory Borrowing in the amount, in the relevant Approved Currency and in the
manner specified in the preceding sentence and on the date specified in writing
by DBAG, notwithstanding (i) that the amount of the RL Mandatory Borrowing may
not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii)
whether any conditions specified in Section 5A or 5B are then satisfied, (iii)
whether a Default or an Event of Default has occurred and is continuing, (iv)
the date of such RL Mandatory Borrowing and (v) any reduction in the Total
Revolving Loan Commitment or the Total Available Revolving Loan Commitment after
any such Swingline Loans were made. In the event that any RL Mandatory 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 in respect of the Borrower), each RL Lender (other than DBAG)
hereby agrees that it shall forthwith purchase from DBAG (without recourse,
representation or warranty, other than a representation and warranty that such
Swingline Loans are transferred free and clear of any liens) such assignment of
the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to
share in such Swingline Loans ratably based upon their respective RL
Percentages, PROVIDED that all interest payable on the Swingline Loans shall be
for the account of DBAG until the date the respective assignment is purchased
and, to the extent attributable to the purchased assignment, shall be payable to
the RL Lender purchasing same from and after such date of purchase.

          1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal amount of
each Borrowing under a Facility shall not be less than the Minimum Borrowing
Amount applicable to Borrowings of the respective Type and Facility to be made
or maintained pursuant to the respective Borrowing; PROVIDED, that RL Mandatory
Borrowings shall be made in the amounts required by Section 1.01(C). More than
one Borrowing may be incurred on any day; PROVIDED, that at no time shall there
be outstanding more than 20 Borrowings of Euro Rate Loans (exclusive of Euro
Denominated Swingline Loans).

          1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to incur
Loans hereunder (excluding Borrowings of Swingline Loans and RL Mandatory
Borrowings), it shall give the Administrative Agent at its Notice Office, prior
to 11:00 A.M. (New York time), at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing of
Euro Rate Loans and at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing")
shall, except as provided in Section 1.10, be irrevocable, and, in the case of
each written notice and each confirmation of telephonic notice, shall be in the
form of Exhibit A-1, appropriately completed to specify: (i) the Facility
pursuant to which such Borrowing is to be made and, in the case of Revolving
Loans, the Approved Currency for such Loans, (ii) the aggregate principal amount
of the Loans to be made pursuant to such Borrowing (stated in the applicable
Approved Currency in the case of Revolving Loans), (iii) the date of such
Borrowing (which shall be a Business Day), (iv) in the case of U.S. Dollar
Denominated Loans, whether the respective U.S. Dollar Denominated Loans


                                      -4-
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being made pursuant to such Borrowing are to be initially maintained as Base
Rate Loans or Eurodollar Loans and (v) in the case of Euro Rate Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall promptly give each Lender written notice (or telephonic notice promptly
confirmed in writing) of each proposed Borrowing, of such Lender's proportionate
share thereof, if any, and of the other matters covered by the Notice of
Borrowing.

          (b) (i) Whenever the Borrower desires to make a Borrowing of Swingline
Loans hereunder, it shall give DBAG (x) not later than 12:00 Noon (New York
time) on the day a U.S. Dollar Denominated Swingline Loan is to be made and (y)
not later than 10:00 A.M. (New York time) on the Business Day prior to the day a
Euro Denominated Swingline Loan is to be made, written notice (or telephonic
notice promptly confirmed in writing) of each Swingline Loan to be made
hereunder. Each such notice shall be irrevocable and shall specify (x) the
Approved Currency therefor, (y) the date of such Borrowing (which shall be a
Business Day), and (z) the aggregate principal amount of the Swingline Loan to
be made pursuant to such Borrowing (stated in the applicable Approved Currency).

          (ii) RL Mandatory Borrowings shall be made upon the notice specified
in Section 1.01(C), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of RL Mandatory Borrowings as set forth in
such Section.

          (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or DBAG (in the case of a Borrowing of Swingline Loans) or
the respective Letter of Credit Issuer (in the case of Letters of Credit), as
the case may be, may prior to receipt of written confirmation act without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent, DBAG or such Letter of Credit Issuer, as the case may be,
in good faith to be from an Authorized Officer of the Borrower. In each such
case, the Borrower hereby waives the right to dispute the Administrative
Agent's, DBAG's or such Letter of Credit Issuer's record of the terms of such
telephonic notice.

          1.04 DISBURSEMENT OF FUNDS. (a) No later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified
in Section 1.03(b)(i) or (y) in the case of RL Mandatory Borrowings, not later
than 12:00 Noon (New York time) on the date specified in Section 1.01(C)), each
Lender with a Commitment under the respective Facility will make available its
PRO RATA share, if any, of each Borrowing requested to be made on such date (or
in the case of Swingline Loans, DBAG shall make available the full amount
thereof) in the manner provided below. All amounts shall be made available to
the Administrative Agent in U.S. Dollars (in the case of U.S. Dollar Denominated
Loans) or Euros (in the case of Euro Denominated Loans), as the case may be, and
in immediately available funds at the Payment Office and the Administrative
Agent promptly will make available to the Borrower by depositing to its account
at the Payment Office the aggregate of the amounts so made available in the type
of funds received. Unless the Administrative Agent shall have been notified by
any Lender required to participate prior to the date of Borrowing that such
Lender does not intend to make available to the Administrative Agent its portion
of the Borrowing or Borrowings to be made on such date, the Administrative Agent
may assume that such Lender has made such amount available to the Administrative
Agent on such date of Borrowing, and the Administrative Agent,


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in reliance upon such assumption, may (in its sole discretion and without any
obligation to do so) make available to the Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Administrative
Agent by such Lender and the Administrative Agent has made available same to the
Borrower, the Administrative Agent shall be entitled to recover such
corresponding amount from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Borrower, and the Borrower
shall immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover from 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 rate per annum equal to (x) if paid
by such Lender, the overnight Federal Funds Rate or (y) if paid by the Borrower,
the then applicable rate of interest, calculated in accordance with Section
1.08, for the respective Loans.

          (b) Nothing herein shall be deemed to relieve any Lender from its
obligation to fulfill its commitments hereunder or to prejudice any rights which
the Borrower may have against any Lender as a result of any default by such
Lender hereunder.

          1.05 NOTES. (a) The Borrower's obligation to pay the principal of, and
interest on, all the Loans made to it by each Lender shall be set forth on the
Register maintained by the Administrative Agent pursuant to Section 12.21 and,
subject to the provisions of Section 1.05(g), shall be evidenced (i) if A-1 Term
Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks
appropriately completed in conformity herewith (each, an "A-1 Term Note" and,
collectively, the "A-1 Term Notes"), (ii) if A-2 Term Loans, by a promissory
note substantially in the form of Exhibit B-2 with blanks appropriately
completed in conformity herewith (each, an "A-2 Term Note" and, collectively,
the "A-2 Term Notes"), (iii) if Revolving Loans, by a promissory note
substantially in the form of Exhibit B-3 with blanks appropriately completed in
conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving
Notes") and (iv) if Swingline Loans, by a promissory note substantially in the
form of Exhibit B-4 with blanks appropriately completed in conformity herewith
(the "Swingline Note").

          (b) The A-1 Term Note issued to each Lender shall (i) be executed by
the Borrower, (ii) be payable to the order of such Lender or its registered
assigns and be dated the Initial Borrowing Date (or, in the case of any A-1 Term
Note issued after the Initial Borrowing Date, the date of issuance thereof),
(iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the
A-1 Term Loan Commitment of such Lender on the Initial Borrowing Date before
giving effect to any reductions thereto on such date (or, in the case of any A-1
Term Note issued after the Initial Borrowing Date, in a stated principal amount
equal to the outstanding principal amount of the A-1 Term Loan of such Lender on
the date of the issuance thereof) and be payable in the principal amount of A-1
Term Loans evidenced thereby from time to time, (iv) mature on the A-1 Term Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii)
be entitled to the benefits of this Agreement and the other Credit Documents.


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          (c) The A-2 Term Note issued to each Lender shall (i) be executed by
the Borrower, (ii) be payable to the order of such Lender, an affiliate
designated by such Lender or its registered assigns and be dated the Initial
Borrowing Date (or, in the case of any A-2 Term Note issued after the Initial
Borrowing Date, the date of issuance thereof), (iii) be in a stated principal
amount (expressed in U.S. Dollars) equal to the A-2 Term Loan Commitment of such
Lender on the Initial Borrowing Date (or, in the case of any A-2 Term Note
issued after the Initial Borrowing Date, in a stated principal amount (expressed
in U.S. Dollars) equal to the outstanding principal amount of the A-2 Term Loan
of such Lender on the date of the issuance thereof) and be payable (in U.S.
Dollars) in the principal amount of A-2 Term Loans evidenced thereby from time
to time, (iv) mature on the A-2 Term Loan Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base Rate
Loans and Eurodollar Loans evidenced thereby, (vi) be subject to voluntary
prepayment as provided in Section 4.01, and mandatory repayment as provided in
Section 4.02, and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

          (d) The Revolving Note issued to each Lender shall (i) be executed by
the Borrower, (ii) be payable to the order of such Lender, an affiliate
designated by such Lender or its registered assigns and be dated the Initial
Borrowing Date (or, if issued thereafter, the date of issuance thereof), (iii)
be in a stated principal amount (expressed in Dollars) equal to the Revolving
Loan Commitment of such Lender on the date of issuance thereof (or, if issued
after the termination of such Revolving Loan Commitment, in an amount equal to
the aggregate Principal Amount of the Revolving Loans made by the respective
Lender), PROVIDED that if, because of fluctuations in exchange rates after the
Initial Borrowing Date, the Revolving Note of any Lender would not be at least
as great as the outstanding Principal Amount of the Revolving Loans made by such
Lender at any time outstanding, the respective Lender may request (and in such
case the Borrower shall promptly execute and deliver) a new Revolving Note in an
amount equal to the aggregate Principal Amount of the Revolving Loans of such
Lender outstanding on the date of the issuance of such new Revolving Note, (iv)
with respect to each Revolving Loan evidenced thereby, be payable in the
respective Approved Currency in which such Revolving Loan was made, (v) mature
on the Revolving Loan Maturity Date, (vi) bear interest as provided in the
appropriate clauses of Section 1.08 in respect of the Revolving Loans evidenced
thereby from time to time, (vii) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory repayment as provided in Section 4.02 and (viii)
be entitled to the benefits of this Agreement and the other Credit Documents.

          (e) The Swingline Note issued to DBAG shall (i) be executed by the
Borrower, (ii) be payable to the order of DBAG and be dated the Initial
Borrowing Date, (iii) be in a stated principal amount (expressed in U.S.
Dollars) equal to the Maximum Swingline Amount, PROVIDED that if, because of
fluctuations in exchange rates after the Initial Borrowing Date, the Swingline
Note would not be at least as great as the outstanding Principal Amount of
Swingline Loans at any time outstanding, DBAG may request that the Borrower (and
in such case the Borrower shall) promptly execute and deliver a new Swingline
Note in an amount equal to the aggregate Principal Amount of Swingline Loans
outstanding, (iv) be payable with respect to each Swingline Loan in the
respective Approved Currency in which such Swingline Loan is denominated, (v)
mature on the Swingline Expiry Date, (vi) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Swingline Loans evidenced
thereby from time to time, (vi) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory


                                      -7-
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repayment as provided in Section 4.02, and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

          (f) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
and the inaccuracy of any such notation shall not affect the Borrower's
obligations in respect of such Loans.

          (g) Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement, Notes shall only be delivered to Lenders which at
any time specifically request the delivery of such Notes. No failure of any
Lender to request or obtain a Note evidencing its Loans to the Borrower shall
affect or in any manner impair the obligations of the Borrower to pay the Loans
(and all related Obligations) which would otherwise be evidenced thereby in
accordance with the requirements of this Agreement, and shall not in any way
affect the security or guaranties therefor provided pursuant to the various
Credit Documents. Any Lender which does not have a Note evidencing its
outstanding Loans shall in no event be required to make the notations otherwise
described in preceding clause (f). At any time when any Lender requests the
delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver to the respective Lender the requested Note in the
appropriate amount or amounts to evidence such Loans.

          1.06 CONVERSIONS. The Borrower shall have the option to convert on any
Business Day all or a portion at least equal to the applicable Minimum Borrowing
Amount of the outstanding principal amount of the U.S. Dollar Denominated Loans
(other than U.S. Dollar Denominated Swingline Loans which at all times shall be
maintained as Base Rate Loans) owing by the Borrower pursuant to a single
Facility into a Borrowing or Borrowings of another Type of Loan under such
Facility; PROVIDED, that (i) except as otherwise provided in Section 1.10(b), no
partial conversion of a Borrowing of Eurodollar Loans shall reduce the
outstanding principal amount of the Eurodollar Loans made pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii)
Base Rate Loans may not be converted into Eurodollar Loans if any Default or
Event of Default exists on the date of conversion pursuant to Section 9.05,
(iii) Base Rate Loans may not be converted into Eurodollar Loans if any other
Default or any Event of Default is in existence on the date of the conversion,
if the Required Lenders have previously advised the Administrative Agent that
conversions will not be permitted while said Default or Event of Default remains
in existence, (iv) unless the Administrative Agent has determined that the
Syndication Date has occurred (at which time this clause (iv) shall no longer be
applicable), prior to the 90th day after the Initial Borrowing Date, conversions
of Base Rate Loans into Eurodollar Loans may only be made if any such conversion
is effective on the first day of the first, second or third Interest Period
referred to in each of Sections 1.01(A)(a)(iii)(y), 1.01(A)(b)(iii)(y) or
1.01(A)(c)(iii)(y)(1) and so long as such conversion does not result in a
greater number of Borrowings of Eurodollar Loans prior to the 90th day after the
Initial Borrowing Date as are permitted under said Sections, and (v) Borrowings
of Eurodollar Loans resulting from this Section 1.06 shall be limited in number
as provided in Section 1.02. Each such conversion shall be effected by the
Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00
A.M. (New York time), at least three Business Days' (or one Business Day's in
the case of a conversion into Base Rate Loans) prior written notice (or


                                      -8-
<Page>


telephonic notice promptly confirmed in writing) (each, a "Notice of
Conversion") specifying the Loans to be so converted, the Type of Loans to be
converted into and, if to be converted into a Borrowing of Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed conversion affecting
any of its U.S. Dollar Denominated Loans.

          1.07 PRO RATA BORROWINGS. All Borrowings (including RL Mandatory
Borrowings) of Loans (other than Swingline Loans) under this Agreement shall be
made by the Lenders PRO RATA on the basis of their A-1 Term Loan Commitments,
A-2 Term Loan Commitments or Revolving Loan Commitments, as the case may be. All
Borrowings of Swingline Loans shall be incurred from DBAG. It is understood that
no Lender shall be responsible for any default by any other Lender of its
obligation to make Loans hereunder and that each Lender shall be obligated to
make the Loans to be made by it hereunder, regardless of the failure of any
other Lender to fulfill its commitments hereunder.

          1.08 INTEREST. (a) The unpaid principal amount of each Base Rate Loan
shall bear interest from the date of the Borrowing thereof until the earlier of
(i) the maturity (whether by acceleration or otherwise) of such Base Rate Loan
and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to
Section 1.06, at a rate per annum which shall be equal to the sum of the Base
Rate in effect from time to time during the period such Base Rate Loan is
outstanding PLUS the relevant Applicable Margin as in effect from time to time.

          (b) The unpaid principal amount of each Eurodollar Loan shall bear
interest from the date of the Borrowing thereof until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Eurodollar Loan and (ii)
the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
1.06, 1.09 or 1.10(b), as (and to the extent) applicable, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of the Eurodollar Rate for such Interest Period PLUS the relevant Applicable
Margin as in effect from time to time.

          (c) The unpaid principal amount of each Euro Denominated Revolving
Loan shall bear interest from the date of the Borrowing thereof until the
maturity thereof (whether by acceleration or otherwise), at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of Euro LIBOR for such Interest Period PLUS the relevant Applicable Margin as in
effect from time to time PLUS any Mandatory Costs.

          (d) The unpaid principal amount of each Euro Denominated Swingline
Loan shall bear interest from the date of the Borrowing thereof until the
maturity thereof (whether by acceleration or otherwise), at a rate per annum
which shall be equal to the sum of the Overnight Euro Rate in effect from time
to time during the period such Euro Denominated Swingline Loan is outstanding
PLUS the relevant Applicable Margin for Euro Denominated Revolving Loans as in
effect from time to time PLUS any Mandatory Costs.

          (e) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum (1) in the case of
overdue principal of, and interest or other overdue amounts owing with respect
to, Euro Denominated Revolving Loans, equal to 2% per annum in


                                      -9-
<Page>


excess of the relevant Applicable Margin as in effect from time to time PLUS
Euro LIBOR for such successive periods not exceeding three months as the
Administrative Agent may determine from time to time in respect of amounts
comparable to the amount not paid PLUS any Mandatory Costs, (2) in the case of
overdue principal of, and interest or other amounts owing with respect to, Euro
Denominated Swingline Loans and overdue amounts owing with respect to Euro
Denominated Letter of Credit Outstandings, equal to 2% per annum in excess of
the relevant Applicable Margin for Euro Denominated Revolving Loans as in effect
from time to time PLUS the Overnight Euro Rate as in effect from time to time
PLUS any Mandatory Costs, and (3) in all other cases, equal to the greater of
(x) 2% per annum in excess of the rate otherwise applicable to Base Rate Loans
maintained pursuant to the respective Facility (or, if the overdue amount owing
does not relate to any specific Facility, the rate otherwise applicable to
Revolving Loans which are maintained as Base Rate Loans) from time to time and
(y) the rate which is 2% in excess of the rate then borne by such Loans, in each
case with such interest to be payable on demand.

          (f) Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Base Rate Loan and each Euro Denominated Swingline Loan,
quarterly in arrears on each Quarterly Payment Date, (ii) in respect of each
Eurodollar Loan, on the date of any conversion into a Base Rate Loan pursuant to
Section 1.06, 1.09 or 1.10(b), as applicable (on the amount converted), (iii) in
respect of each Euro Rate Loan (other than a Euro Denominated Swingline Loan),
on the last day of each Interest Period applicable thereto and, in the case of
an Interest Period in excess of three months, on each date occurring at three
month intervals after the first day of such Interest Period and (iv) in respect
of each Loan, on any repayment or prepayment (on the amount repaid or prepaid),
at maturity (whether by acceleration or otherwise) and, after such maturity, on
demand; PROVIDED that, in the case of Revolving Loans maintained as Base Rate
Loans, interest shall not be payable pursuant to preceding clause (iv) at the
time of any repayment or prepayment thereof unless the respective repayment or
prepayment is made in conjunction with a reduction to the Total Revolving Loan
Commitment.

          (g) All computations of interest hereunder shall be made in accordance
with Section 12.07(b).

          (h) Upon each Interest Determination Date, the Administrative Agent
shall determine the Euro Rate applicable to a Borrowing of Euro Rate Loans
(other than Euro Denominated Swingline Loans) for the respective Interest Period
or Interest Periods and shall promptly notify the Borrower and the respective
Lenders thereof. Each such determination shall, absent manifest error, be final
and conclusive and binding on all parties hereto.

          1.09 INTEREST PERIODS. At the time the Borrower gives a Notice of
Borrowing (or the Borrower gives a Notice of Conversion) in respect of the
making of, or conversion into, a Borrowing of Euro Rate Loans (other than a Euro
Denominated Swingline Loan) (in the case of the initial Interest Period
applicable thereto) at or prior to 12:00 Noon (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable to a
Borrowing of such Euro Rate Loans (in the case of any subsequent Interest
Period), the Borrower shall have the right to elect the Interest Period
applicable to such Borrowing by giving the Administrative Agent written notice
(or telephonic notice promptly confirmed in writing) thereof, which Interest
Period shall, at the option of the Borrower (but otherwise subject to the
provisions of Sections


                                      -10-
<Page>

1.01(A)(a)(iii)(y), 1.01(A)(b)(iii)(y) and 1.01(A)(c)(y)(1)), be (i) in the case
of a Borrowing of any such Euro Rate Loans, a one, three or six-month period or
(ii) in the case of a Borrowing of Eurodollar Loans, to the extent available to
all Lenders with a Commitment and/or outstanding Loans, as the case may be, of
the respective Facility, a nine-month or twelve-month period. Notwithstanding
anything to the contrary contained above:

          (i) all Euro Rate Loans comprising a Borrowing shall have the same
     Interest Period;

          (ii) the initial Interest Period for any Borrowing of Euro Rate Loans
     shall commence on the date of such Borrowing (including, in the case of
     U.S. Dollar Denominated Loans, the date of any conversion from a Borrowing
     of Base Rate Loans) and each Interest Period occurring thereafter in
     respect of such Borrowing shall commence on the day on which the next
     preceding Interest Period expires;

          (iii) if any Interest Period begins on a day for which there is no
     numerically corresponding day in the calendar month at the end of such
     Interest Period, such Interest Period shall end on the last Business Day of
     such calendar month;

          (iv) if any Interest Period would otherwise expire on a day which is
     not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day, PROVIDED, that if any Interest Period would
     otherwise expire on a day which is not a Business Day but is a day of the
     month after which no further Business Day occurs in such month, such
     Interest Period shall expire on the next preceding Business Day;

          (v) no Interest Period for a Borrowing under a given Facility may be
     elected if it would extend beyond the respective Maturity Date for such
     Facility;

          (vi) no Interest Period may be selected at any time when a Default or
     Event of Default under Section 9.05 is in existence;

          (vii) no Interest Period may be selected if any Default or Event of
     Default (other than a Default or Event of Default described in preceding
     clause (vi)) is in existence if the Required Lenders have previously
     advised the Administrative Agent that the selection of new Interest Periods
     will not be permitted while said Default or Event of Default remains in
     existence; and

          (viii) no Interest Period with respect to any Borrowing of A-1 Term
     Loans or A-2 Term Loans shall extend beyond any date upon which a mandatory
     repayment of such Term Loans is required to be made under Section
     4.02(A)(b)(i) or (ii), as the case may be, if, after giving effect to the
     selection of such Interest Period, the aggregate principal amount of such
     A-1 Term Loans or A-2 Term Loans, as the case may be, maintained as Euro
     Rate Loans with Interest Periods ending after such date of mandatory
     repayment would exceed the aggregate principal amount of such A-1 Term
     Loans or A-2 Term Loans, as the case may be, permitted to be outstanding
     after such mandatory repayment.

With respect to any Euro Denominated Loans (other than Euro Denominated
Swingline Loans), at the end of any Interest Period applicable to a Borrowing
thereof, the Borrower may elect to


                                      -11-
<Page>


split the respective Borrowing into two or more Borrowings of the same Type or
combine two or more Borrowings of the same Type into a single Borrowing, in each
case, by having an Authorized Officer of the Borrower give notice thereof
together with its election of one or more Interest Periods, in each case so long
as each resulting Borrowing (x) has an Interest Period which complies with the
foregoing requirements of this Section 1.09, (y) has a principal amount which is
not less than the Minimum Borrowing Amount applicable to Borrowings of the
respective Type and Facility, and (z) does not cause a violation of the
requirements of Section 1.02. If upon the expiration of any Interest Period
applicable to a Borrowing of Euro Rate Loans, the Borrower has failed to elect,
or is not permitted to elect, a new Interest Period to be applicable to such
Euro Rate Loans as provided above, the Borrower shall be deemed to have elected
(x) if Eurodollar Loans, to convert such Eurodollar Loans into Base Rate Loans
and (y) if Euro Denominated Loans, to select a one-month Interest Period for
such Euro Denominated Loans, in any such case effective as of the expiration
date of such current Interest Period.

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

          (i) on any Interest Determination Date that, by reason of any changes
     arising after the Effective Date affecting the relevant interbank market,
     adequate and fair means do not exist for ascertaining the applicable
     interest rate on the basis provided for in the definition of the respective
     Euro Rate; or

          (ii) at any time, that such Lender shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Euro Rate Loans (other than any increased cost or reduction in the
     amount received or receivable resulting from the imposition of or a change
     in the rate of net income taxes or similar charges) because of (x) any
     change since the Effective Date in any applicable law, governmental rule,
     regulation, guideline, order or request (whether or not having the force of
     law), or in the interpretation or administration thereof and including the
     introduction of any new law or governmental rule, regulation, guideline,
     order or request (such as, for example, but not limited to a change in
     official reserve requirements, but, in all events, excluding (I) reserves
     required under Regulation D to the extent included in the computation of
     the Eurodollar Rate and (II) reserves covered by Section 1.10(d) in the
     case of Euro Denominated Loans) and/or (y) other circumstances affecting
     such Lender, the relevant interbank market or the position of such Lender
     in such market; or

          (iii) at any time since the Effective Date, that the making or
     continuance of any Euro Rate Loan has become unlawful by compliance by such
     Lender in good faith with any law, governmental rule, regulation, guideline
     or order (or would conflict with any such governmental rule, regulation,
     guideline or order not having the force of law but with which such Lender
     customarily complies even though the failure to comply therewith would not
     be unlawful), or has become impracticable as a result of a contingency
     occurring after the Effective Date which materially and adversely affects
     the relevant interbank market; or


                                      -12-
<Page>


          (iv) at any time that Euros are not available in sufficient amounts,
     as determined in good faith by the Administrative Agent, to fund any
     Borrowing of Euro Denominated Revolving Loans or Euro Denominated Swingline
     Loans;

then, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) or (iv) above) shall (x) on such date and (y) as promptly as
practicable (and in any event within 10 Business Days) after the date on which
such event no longer exists, give notice (by telephone confirmed in writing) to
the Borrower and (except in the case of clause (i) or (iv)) to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter, (w) in
the case of clause (i) above, (A) in the event that Eurodollar Loans are so
affected, Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion given by the Borrower
with respect to Eurodollar Loans which have not yet been incurred (including by
way of conversion) shall be deemed rescinded by the Borrower, (B) in the event
that any Euro Denominated Revolving Loan is so affected, Euro LIBOR shall be
determined on the basis provided in the proviso in the definition of Euro LIBOR,
and (C) in the event that any Euro Denominated Swingline Loan is so affected,
the Overnight Euro Rate shall be determined on the basis provided in the proviso
to the definition of Overnight Euro Rate, (x) in the case of clause (ii) above,
the Borrower agrees, subject to the provisions of Section 12.19 (to the extent
applicable), to pay to such Lender, upon written demand therefor (accompanied by
the written notice referred to below), such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as shall be
required to compensate such Lender for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Lender, showing the basis for the calculation thereof,
submitted to the Borrower by such Lender shall, absent manifest error, be final
and conclusive and binding upon all parties hereto), (y) in the case of clause
(iii) above, the Borrower shall take one of the actions specified in Section
1.10(b) as promptly as possible and, in any event, within the time period
required by law and (z) in the case of clause (iv) above, Euro Denominated Loans
(exclusive of any such Euro Denominated Loans which have theretofore been
funded) shall no longer be available until such time as the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such
notice by the Administrative Agent no longer exist, and any Notice of Borrowing
or notice pursuant to Section 1.03(b)(i) given by the Borrower with respect to
such Euro Denominated Loans which have not been incurred shall be deemed
rescinded by the Borrower.

          (b) At any time that any Euro Rate Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Euro Rate Loan affected pursuant to Section 1.10(a)(iii) the
Borrower shall) either (i) if the affected Euro Rate Loan is then being made
initially or pursuant to a conversion, cancel the respective Borrowing by giving
the Administrative Agent telephonic notice (confirmed promptly in writing)
thereof on the same date that the Borrower was notified by a Lender pursuant to
Section 1.10(a)(ii) or (iii), or (ii) if the affected Euro Rate Loan is then
outstanding, upon at least three Business Days' notice to the Administrative
Agent, (A) in the case of a Eurodollar Loan, require the affected Lender to
convert each such Eurodollar Loan into a Base Rate Loan (which conversion, in
the case of the circumstances described in Section 1.10(a)(iii), shall occur no
later than the last day of the


                                      -13-
<Page>


Interest Period then applicable to such Eurodollar Loan (or such earlier date as
shall be required by applicable law)) and (B) in the case of any Euro
Denominated Loan, repay such Euro Denominated Loans in full; PROVIDED, that (i)
if the circumstances described in Section 1.10(a)(iii) apply to any Euro
Denominated Loan, the Borrower may, in lieu of taking the actions described
above, maintain such Euro Denominated Loan outstanding, in which case (x) in the
case of Euro Denominated Revolving Loans, the applicable Euro Rate shall be
determined on the basis provided in the proviso to the definition of Euro LIBOR
and (y) in the case of Euro Denominated Swingline Loans, the applicable interest
rate shall be determined on the basis provided in the proviso to the definition
of Overnight Euro Rate, unless the maintenance of such Euro Denominated Loan
outstanding on such basis would not stop the conditions described in Section
1.10(a)(iii) from existing (in which case the actions described above, without
giving effect to the proviso, shall be required to be taken) and (ii) if more
than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 1.10(b).

          (c) If any Lender shall have determined that after the Effective Date,
the adoption or effectiveness of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by the National Association of
Insurance Commissioners ("NAIC") or any governmental authority, central bank or
comparable agency charged with the interpretation or administration 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) of the NAIC or any such authority, central bank or comparable agency,
has or would have the effect of reducing the rate of return on such Lender's or
such other corporation's capital or assets as a consequence of such Lender's
Commitments or obligations hereunder to a level below that which such Lender or
such other corporation could have achieved but for such adoption, effectiveness,
change or compliance (taking into consideration such Lender's or such other
corporation's policies with respect to capital adequacy), then from time to
time, upon written demand by such Lender (with a copy to the Administrative
Agent), accompanied by the notice referred to in the last sentence of this
clause (c), the Borrower agrees, subject to the provisions of Section 12.19 (to
the extent applicable), to pay to such Lender such additional amount or amounts
as will compensate such Lender or such other corporation for such reduction.
Each Lender, upon determining in good faith that any additional amounts will be
payable pursuant to this Section 1.10(c), will give prompt written notice
thereof to the Borrower, which notice shall set forth the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish the Borrower's obligations to pay
additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt
of such notice.

          (d) In the event that any Lender shall in good faith determine (which
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto) at any time that such Lender is required to maintain
reserves (including, without limitation, any marginal, emergency, supplemental,
special or other reserves required by applicable law) which have been
established by any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body with jurisdiction over
such Lender (including any branch, Affiliate or funding office thereof) in
respect of any Euro Denominated Loans or any category of liabilities which
includes deposits by reference to which the interest rate on any Euro
Denominated Loan is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Lender to
non-United States residents, then,



                                      -14-
<Page>


unless such reserves are included in the calculation of the interest rate
applicable to such Euro Denominated Loans or in Section 1.10(a)(ii), such Lender
shall promptly notify the Borrower in writing specifying the additional amounts
required to indemnify such Lender against the cost of maintaining such reserves
(such written notice to provide in reasonable detail a computation of such
additional amounts) and the Borrower shall, and shall be obligated to, pay to
such Lender such specified amounts as additional interest at the time that the
Borrower is otherwise required to pay interest in respect of such Euro
Denominated Loan or, if later, on written demand therefor by such Lender.

          1.11 COMPENSATION. The Borrower agrees, subject to the provisions of
Section 12.19 (to the extent applicable), to compensate each Lender, promptly
upon its written request (which request shall set forth the basis for requesting
such compensation and shall be made through the Administrative Agent), for all
reasonable losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Lender to fund any Euro Rate Loans
but excluding loss of anticipated profit with respect to any Euro Rate Loans)
which such Lender may sustain: (i) if for any reason (other than a default by
such Lender or the Administrative Agent) a Borrowing of Euro Rate Loans does not
occur on a date specified therefor in a Notice of Borrowing or Notice of
Conversion (whether or not withdrawn by the Borrower or deemed withdrawn
pursuant to Section 1.10(a)); (ii) if any repayment (including any repayment
made pursuant to Section 4.02 or as a result of an acceleration of the Loans
pursuant to Section 9 or as a result of the replacement of a Lender pursuant to
Section 1.13, 3.02(b), 4.01(b) or 12.12(b)) or conversion of any Euro Rate Loans
occurs on a date which is not the last day of an Interest Period applicable
thereto; (iii) if any prepayment of any Euro Rate Loans is not made on any date
specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of (x) any other default by the Borrower to repay its Loans when
required by the terms of this Agreement or (y) an election made pursuant to
Section 1.10(b). A Lender's basis for requesting compensation pursuant to this
Section 1.11 and a Lender's calculation of the amount thereof, shall, absent
manifest error, be final and conclusive and binding on all parties hereto.

          1.12 LENDING OFFICES; CHANGES THERETO. (a) Each Lender may at any time
or from time to time designate, by written notice to the Administrative Agent to
the extent not already reflected on Annex II, one or more lending offices
(which, for this purpose, may include Affiliates of the respective Lender) for
the various Loans made, and Letters of Credit participated in, by such Lender
(including by designating a separate lending office (or Affiliate) to act as
such with respect to U.S. Dollar Denominated Loans and U.S. Dollar Denominated
Letter of Credit Outstandings versus Euro Denominated Loans and Euro Denominated
Letter of Credit Outstandings); PROVIDED that, for designations made after the
Initial Borrowing Date, to the extent such designation shall result in increased
costs under Section 1.10, 2.05 or 4.04 in excess of those which would be charged
in the absence of the designation of a different lending office (including a
different Affiliate of the respective Lender), then the Borrower shall not be
obligated to pay such excess increased costs (although the Borrower, in
accordance with and pursuant to the other provisions of this Agreement, shall be
obligated to pay the costs which would apply in the absence of such designation
and any subsequent increased costs of the type described above resulting from
changes after the date of the respective designation). Each lending office and
Affiliate of any Lender designated as provided above shall, for all purposes of


                                      -15-
<Page>


this Agreement, be treated in the same manner as the respective Lender (and
shall be entitled to all indemnities and similar provisions in respect of its
acting as such hereunder).

          (b) Each Lender agrees that, upon the occurrence of any event giving
rise to the operation of Section 1.10(a)(ii) or (iii), 1.10(c), 1.10(d), 2.05 or
4.04 with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans or Letters of Credit affected by
such event; PROVIDED, that such designation is made on such terms that, in the
sole judgment of such Lender, such Lender and its lending office suffer no
economic, legal or regulatory disadvantage, with the object of avoiding the
consequences of the event giving rise to the operation of any such Section.
Nothing in this Section 1.12 shall affect or postpone any of the obligations of
the Borrower or the right of any Lender provided in Section 1.10, 2.05 or 4.04.

          1.13 REPLACEMENT OF LENDERS. (x) If any Lender becomes a Defaulting
Lender, (y) upon the occurrence of any event giving rise to the operation of
Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 1.10(d), Section 2.05 or
Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the
other Lenders or (z) in the case of a refusal by a Lender to consent to a
proposed change, waiver, discharge or termination with respect to this Agreement
which has been approved by the Required Lenders as provided in Section 12.12(b),
the Borrower shall have the right, if no payment Default, or Event of Default,
then exists (or, in the case of clause (z) above, will exist immediately after
giving effect to such replacement), to replace such Lender (the "Replaced
Lender") with one or more Eligible Transferee or Transferees, none of whom shall
constitute a Defaulting Lender at the time of such replacement (collectively,
the "Replacement Lender") reasonably acceptable to the Administrative Agent,
PROVIDED that (i) at the time of any replacement pursuant to this Section 1.13,
the Replacement Lender shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to
said Section 12.04(b) to be paid by the Replacement Lender) pursuant to which
the Replacement Lender shall acquire all of the Commitments and outstanding
Loans of, and in each case participations in Letters of Credit by, the Replaced
Lender and, in connection therewith, shall pay to (x) the Replaced Lender in
respect thereof an amount equal to the sum (in the relevant currency or
currencies) of (A) an amount equal to the principal of, and all accrued interest
on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all
Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced
Lender, together with all then unpaid interest with respect thereto at such time
and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to
the Replaced Lender pursuant to Section 3.01, (y) the respective Letter of
Credit Issuer (in the relevant currency or currencies) an amount equal to such
Replaced Lender's RL Percentage of any Unpaid Drawing (which at such time
remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to
the extent such amount was not theretofore funded by such Replaced Lender and
(z) DBAG an amount equal to the sum of such Replaced Lender's RL Percentage of
any RL Mandatory Borrowing to the extent same was not theretofore funded by such
Replaced Lender, and (ii) all obligations (including, without limitation, all
such amounts, if any, owing under Sections 1.10, 1.11, 2.05 and 12.01) of the
Borrower owing to the Replaced Lender (other than those specifically described
in clause (i) above in respect of which the assignment purchase price has been,
or is concurrently being, paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts


                                      -16-
<Page>


referred to in clauses (i) and (ii) above, recordation of the assignment on the
Register by the Administrative Agent pursuant to Section 12.21 and, if so
requested by the Replacement Lender, delivery to the Replacement Lender of the
appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement, which shall survive as to such Replaced Lender and (y)
Annex I hereto shall be deemed modified to reflect the changed Commitments
(and/or outstanding Term Loans, as the case may be) resulting from the
assignment from the Replaced Lender to the Replacement Lender.

          SECTION 2. LETTERS OF CREDIT.

          2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Initial Borrowing Date and
prior to the Revolving Loan Maturity Date to issue, for the account of the
Borrower and in support of, (x) trade obligations of the Borrower or any of its
Subsidiaries that arise in the ordinary course of business and are in respect of
general corporate purposes of the Borrower or its Subsidiaries, as the case may
be, and/or (y) on a standby basis, L/C Supportable Indebtedness, and subject to
and upon the terms and conditions herein set forth each Letter of Credit Issuer
agrees to issue from time to time, irrevocable sight letters of credit in such
form as may be approved by such Letter of Credit Issuer (each such letter of
credit, a "Letter of Credit" and, collectively, the "Letters of Credit").
Notwithstanding the foregoing, no Letter of Credit Issuer shall be under any
obligation to issue any Letter of Credit if at the time of such issuance:

          (i) any order, judgment or decree of any governmental authority or
     arbitrator shall purport by its terms to enjoin or restrain such Letter of
     Credit Issuer from issuing such Letter of Credit or any requirement of law
     applicable to such Letter of Credit Issuer or any request or directive
     (whether or not having the force of law) from any governmental authority
     with jurisdiction over such Letter of Credit Issuer shall prohibit, or
     request that such Letter of Credit Issuer refrain from, the issuance of
     letters of credit generally or such Letter of Credit in particular or shall
     impose upon such Letter of Credit Issuer with respect to such Letter of
     Credit any restriction or reserve or capital requirement (for which such
     Letter of Credit Issuer is not otherwise compensated) not in effect on the
     Effective Date, or any unreimbursed loss, cost or expense which was not
     applicable, in effect or known to such Letter of Credit Issuer as of the
     Effective Date, and which such Letter of Credit Issuer in good faith deems
     material to it; or

          (ii) such Letter of Credit Issuer shall have received notice from the
     Required Lenders prior to the issuance of such Letter of Credit of the type
     described in clause (vi) of Section 2.01(b).

          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) $25,000,000 or (y) when added to the aggregate Principal
Amount of all Revolving Loans and Swingline Loans then outstanding, the Total


                                      -17-
<Page>


Available Revolving Loan Commitment at such time; (ii) no Euro Denominated
Letter of Credit shall be issued the Stated Amount of which, when added to (x)
the Euro Denominated Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid on the date of, and prior to the issuance of, the respective
Letter of Credit) at such time and (y) the aggregate Principal Amount of all
Euro Denominated Revolving Loans and Euro Denominated Swingline Loans then
outstanding, would exceed $75,000,000; (iii) (x) each standby Letter of Credit
shall have an expiry date occurring not later than one year after such standby
Letter of Credit's date of issuance, PROVIDED, that any standby Letter of Credit
may be automatically renewable for periods of up to one year so long as such
standby Letter of Credit provides that the respective Letter of Credit Issuer
retains an option, satisfactory to such Letter of Credit Issuer, to terminate
such standby Letter of Credit within a specified period of time prior to each
scheduled renewal date and (y) each trade Letter of Credit shall have an expiry
date occurring not later than 180 days after such trade Letter of Credit's date
of issuance; (iv) (x) no standby Letter of Credit shall have an expiry date
occurring later than the 10th Business Day prior to the Revolving Loan Maturity
Date and (y) no trade Letter of Credit shall have an expiry date occurring later
than 30 days prior to the Revolving Loan Maturity Date; (v) each Letter of
Credit shall be denominated in an Approved Currency; (vi) the Stated Amount of
each Letter of Credit shall not be less than (x) in the case of U.S. Dollar
Denominated Letters of Credit, $100,000 and (y) in the case of Euro Denominated
Letters of Credit, E100,000, or such lesser amount as is acceptable to the
respective Letter of Credit Issuer in any given case; (vii) no Letter of Credit
Issuer will issue any Letter of Credit after it has received written notice from
the Borrower or the Required Lenders stating that a Default or an Event of
Default exists until such time as such Letter of Credit Issuer shall have
received a written notice of (x) rescission of such notice from the party or
parties originally delivering the same or (y) a waiver of such Default or Event
of Default by the Required Lenders; and (viii) each trade Letter of Credit shall
be issued on a sight basis only.

          (c) Notwithstanding the foregoing, in the event a Lender Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless the respective Letter of Credit Issuer has entered into
arrangements satisfactory to it and the Borrower to eliminate such Letter of
Credit Issuer's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' RL Percentage of the Letter of Credit
Outstandings.

          (d) Annex XII hereto contains a description of all letters of credit
issued pursuant to the Existing Credit Agreement and the DIP Credit Agreement
and outstanding on the Effective Date (and setting forth, with respect to each
such letter of credit, (i) the name of the issuing lender, (ii) the letter of
credit number, (iii) the name(s) of the account party or account parties, (iv)
the stated amount (including the currency in which such letter of credit is
denominated, which shall be an Approved Currency), (v) the name of the
beneficiary, (vi) the expiry date and (vii) whether such letter of credit
constitutes a standby letter of credit or a trade letter of credit). Each such
letter of credit, including any extension or renewal thereof (each, as amended
from time to time in accordance with the terms thereof and hereof, an "Existing
Letter of Credit") shall (x) if denominated in U.S. Dollars, constitute a "U.S.
Dollar Denominated Letter of Credit" for all purposes of this Agreement, issued,
for purposes of Section 2.04(a), on the Initial Borrowing Date and (y) if
denominated in Euros, constitute a "Euro Denominated Letter of Credit" for all
purposes of this Agreement, issued, for purposes of Section 2.04(a), on


                                      -18-
<Page>


the Initial Borrowing Date. Any Lender hereunder which has issued an Existing
Letter of Credit shall constitute a "Letter of Credit Issuer" for all purposes
of this Agreement.

          2.02 LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. (a) Whenever it
desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the respective Letter of Credit Issuer written notice
thereof prior to 12:00 Noon (New York time) at least five Business Days (or such
shorter period as may be acceptable to such Letter of Credit Issuer in any given
case) prior to the proposed date of issuance (which shall be a Business Day).
Each such notice shall be in the form of Exhibit A-2 (each such notice, a
"Letter of Credit Request") and shall specify the Approved Currency in which the
requested Letter of Credit is to be denominated. Each Letter of Credit Request
shall include any other documents as the respective Letter of Credit Issuer
customarily requires in connection therewith.

          (b) Each Letter of Credit Issuer shall, promptly after each issuance
of or amendment or modification to a standby Letter of Credit by it, give the
Administrative Agent and the Borrower written notice of the issuance of, or
amendment or modification to, such standby Letter of Credit, accompanied by a
copy of the standby Letter of Credit or Letters of Credit issued by it and each
such amendment or modification thereto. Upon receipt of such notice, the
Administrative Agent shall promptly give each Participant written notice of such
issuance or amendment and, if requested by a Participant, copies of such
issuance or amendment.

          (c) Each Letter of Credit Issuer (other than DBAG) shall deliver to
the Administrative Agent, promptly on the first Business Day of each week, by
facsimile transmission, a report setting forth the aggregate daily Stated Amount
available to be drawn under the outstanding trade Letters of Credit issued by
such Letter of Credit Issuer for the previous week.

          2.03 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
hereby agrees to reimburse the respective Letter of Credit Issuer, by making
payment to the Administrative Agent in U.S. Dollars (in the case of all U.S.
Dollar Denominated Letters of Credit) or in Euros (in the case of Euro
Denominated Letters of Credit) and in immediately available funds at the Payment
Office, for any payment or disbursement made by such Letter of Credit Issuer
under any Letter of Credit issued by it (each such amount so paid or disbursed
until reimbursed, an "Unpaid Drawing") no later than one Business Day following
the date of such payment or disbursement, with interest on the amount so paid or
disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to
1:00 P.M. (New York time) on the date of such payment or disbursement, from and
including the date paid or disbursed to but not including the date such Letter
of Credit Issuer is reimbursed therefor at a rate per annum which shall be (x)
in the case of U.S. Dollar Denominated Letters of Credit, the Applicable Margin
for Revolving Loans maintained as Base Rate Loans as in effect from time to time
PLUS the Base Rate as in effect from time to time for Revolving Loans (PLUS an
additional 2% per annum if not reimbursed prior to 1:00 P.M. (New York time) on
the third Business Day after the date of such payment or disbursement), and (y)
in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in
effect from time to time PLUS the relevant Applicable Margin for Euro
Denominated Revolving Loans as in effect from time to time PLUS any Mandatory
Costs (PLUS an additional 2% per annum if not reimbursed prior to 1:00 P.M. (New
York time) on the third Business Day after the date of such payment or
disbursement), in each case, with such interest to be payable on


                                      -19-
<Page>


demand. Each Letter of Credit Issuer shall provide the Borrower prompt notice of
any payment or disbursement made by it under any Letter of Credit issued by it,
although the failure of, or delay in, giving any such notice shall not release
or diminish the obligations of the Borrower under this Section 2.03(a) or under
any other Section of this Agreement.

          (b) The Borrower's obligation under this Section 2.03 to reimburse the
respective Letter of Credit Issuer with respect to Unpaid Drawings (including,
in each case, interest thereon) shall be absolute and unconditional under any
and all circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against such Letter of Credit
Issuer, the Administrative Agent or any Lender, including, without limitation,
any defense based upon the failure of any drawing under a Letter of Credit
issued by it to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of such
drawing; PROVIDED, HOWEVER, that the Borrower shall not be obligated to
reimburse such Letter of Credit Issuer for any wrongful payment made by such
Letter of Credit Issuer under a Letter of Credit issued by it as a result of
acts or omissions constituting willful misconduct or gross negligence on the
part of such Letter of Credit Issuer (as determined by a court of competent
jurisdiction in a final and non-appealable decision or pursuant to a binding
arbitration award or as otherwise agreed in writing by the affected parties).

          2.04 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of
Credit Issuer shall be deemed to have sold and transferred to each other RL
Lender, and each such RL Lender (each, a "Participant") shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's RL Percentage, in such Letter
of Credit, each substitute letter of credit, each drawing made thereunder and
the obligations of the Borrower under this Agreement with respect thereto
(although Letter of Credit Fees shall be payable directly to the Administrative
Agent for the account of the RL Lenders as provided in Section 3.01(b) and the
Participants shall have no right to receive any portion of any Facing Fees) and
any security therefor or guaranty pertaining thereto. Upon any change in the
Revolving Loan Commitments of the RL Lenders pursuant to Section 1.13, 3.03(b),
4.01(b) or 12.04(b) or otherwise, it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic
adjustment to the participations pursuant to this Section 2.04 to reflect the
new RL Percentages of the assigning and assignee Lenders.

          (b) In determining whether to pay under any Letter of Credit, no
Letter of Credit Issuer shall have any obligation relative to the Participants
other than to determine that any documents required to be delivered under such
Letter of Credit have been delivered and that they appear substantially to
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by any Letter of Credit Issuer under or in
connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision or pursuant to a
binding arbitration award or as otherwise agreed in writing by the affected
parties), shall not create for such Letter of Credit Issuer any resulting
liability.


                                      -20-
<Page>


          (c) In the event that any Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to such Letter of Credit Issuer pursuant to
Section 2.03(a), such Letter of Credit Issuer shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify each
Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Administrative Agent for the account of such Letter
of Credit Issuer, the amount of such Participant's RL Percentage of such payment
in U.S. Dollars (or, to the extent the respective Unpaid Drawing is, in
accordance with Section 2.03(a), to be reimbursed by the Borrower in Euros, in
Euros) and in same day funds; PROVIDED, HOWEVER, that no Participant shall be
obligated to pay to the Administrative Agent its RL Percentage of such
unreimbursed amount for any wrongful payment made by such Letter of Credit
Issuer under a Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such Letter
of Credit Issuer (as determined by a court of competent jurisdiction in a final
and non-appealable decision or pursuant to a binding arbitration award or as
otherwise agreed in writing by the affected parties). If the Administrative
Agent so notifies any Participant required to fund a payment under a Letter of
Credit prior to 11:00 A.M. (New York time) on any Business Day, such Participant
shall make available to the Administrative Agent for the account of the
respective Letter of Credit Issuer, such Participant's RL Percentage of the
amount of such payment on such Business Day in U.S. Dollars (or in Euros to the
extent the respective Unpaid Drawing is required to be paid by the Borrower in
Euros pursuant to the provisions of Section 2.03(a)) and in same day funds. If
and to the extent such Participant shall not have so made its RL Percentage of
the amount of such payment available to the Administrative Agent for the account
of the respective Letter of Credit Issuer, such Participant agrees to pay to the
Administrative Agent for the account of such Letter of Credit Issuer, forthwith
on demand such amount, together with interest thereon, for each day from such
date until the date such amount is paid to the Administrative Agent for the
account of such Letter of Credit Issuer at the overnight Federal Funds Rate (or,
in the case of amounts owed in Euros, at the Overnight Euro Rate); PROVIDED that
if any Participant does not make available to the Administrative Agent any
amounts required to be made available by it as described above within two
Business Days after the respective Participant has been notified by the
Administrative Agent or the respective Letter of Credit Issuer to make such
amounts available, then the respective Participant shall pay interest on the
amounts demanded of it at the same rates payable from time to time by the
Borrower on the respective Unpaid Drawings pursuant to Section 2.03(a). The
failure of any Participant to make available to the Administrative Agent for the
account of the respective Letter of Credit Issuer its RL Percentage of any
payment under any Letter of Credit issued by it shall not relieve any other
Participant of its obligation hereunder to make available to the Administrative
Agent for the account of such Letter of Credit Issuer its RL Percentage of any
payment under any such Letter of Credit on the date required, as specified
above, but no Participant shall be responsible for the failure of any other
Participant to make available to the Administrative Agent for the account of
such Letter of Credit Issuer such other Participant's RL Percentage of any such
payment.

          (d) Whenever any Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, such Letter of Credit Issuer shall promptly pay to
the Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its RL Percentage thereof, in U.S. Dollars (or in
Euros, in the case of payments to be made in Euros pursuant to Section 2.03(a))
and in same day


                                      -21-
<Page>


funds, an amount equal to such Participant's RL Percentage of the principal
amount thereof and interest thereon accruing after the purchase of the
respective participations.

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

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

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

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

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

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

          2.05 INCREASED COSTS. If after the Effective Date, the adoption or
effectiveness of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Letter of Credit
Issuer or any Participant with any request or directive (whether or not having
the force of law) by any such authority, central bank or comparable agency shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Letters of Credit issued by such Letter
of Credit Issuer or such Participant's participation therein, or (ii) impose on
any Letter of Credit Issuer or any Participant any other conditions affecting
this Agreement, any Letter of Credit or such Participant's participation
therein; and the result of any of the foregoing is to increase the cost to such
Letter of Credit Issuer or such Participant of issuing, maintaining or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Participant
hereunder, then, upon written demand to the Borrower by such Letter of Credit
Issuer or such Participant (a copy of which notice shall be sent by such Letter
of Credit Issuer or such Participant to the Administrative Agent), accompanied
by the certificate described in the last sentence of this Section 2.05, the
Borrower agrees,


                                      -22-
<Page>


subject to the provisions of Section 12.19 (to the extent applicable), to pay to
such Letter of Credit Issuer or such Participant such additional amount or
amounts as will compensate such Letter of Credit Issuer or such Participant for
such increased cost or reduction. A certificate submitted to the Borrower by
such Letter of Credit Issuer or such Participant, as the case may be (a copy of
which certificate shall be sent by such Letter of Credit Issuer or such
Participant to the Administrative Agent), setting forth the basis for the
determination of such additional amount or amounts necessary to compensate such
Letter of Credit Issuer or such Participant as aforesaid shall be final and
conclusive and binding on the Borrower absent manifest error, although the
failure to deliver any such certificate shall not release or diminish the
Borrower's obligations to pay additional amounts pursuant to this Section 2.05
upon subsequent receipt of such certificate.

          SECTION 3. FEES; COMMITMENTS.

          3.01 FEES. (a) The Borrower shall pay to the Administrative Agent for
distribution to each Non-Defaulting Lender a commitment fee (the "Commitment
Fee") for the period from and including the Effective Date to, but not
including, the date upon which the Total Revolving Loan Commitment has been
terminated, computed at a rate for each day equal to the Applicable Commitment
Fee Percentage (as in effect from time to time) per annum on the daily
Unutilized Revolving Loan Commitment of such Non-Defaulting Lender as in effect
from time to time. Accrued Commitment Fees shall be due and payable, in U.S.
Dollars and in arrears on each Quarterly Payment Date and the date upon which
the Total Revolving Loan Commitment is terminated.

          (b) The Borrower shall pay to the Administrative Agent for the account
of each Non-Defaulting Lender PRO RATA on the basis of their respective RL
Percentages, in U.S. Dollars, a fee in respect of each Letter of Credit (the
"Letter of Credit Fee") computed at a rate per annum equal to the relevant
Applicable Margin then in effect with respect to Revolving Loans outstanding as
Eurodollar Loans, on the daily Stated Amount of such Letter of Credit. Accrued
Letter of Credit Fees shall be due and payable quarterly in arrears on each
Quarterly Payment Date and upon the first day after the termination of the Total
Revolving Loan Commitment upon which no Letters of Credit remain outstanding.

          (c) The Borrower shall pay to the Administrative Agent for the account
of the respective Letter of Credit Issuer, in U.S. Dollars, a fee in respect of
each Letter of Credit issued by such Letter of Credit Issuer (the "Facing Fee")
computed at the rate of 0.250% per annum on the daily Stated Amount of such
Letter of Credit (in the case of a U.S. Dollar Denominated Letter of Credit);
PROVIDED, that in no event shall the annual Facing Fee with respect to each
Letter of Credit be less than $500; it being agreed that (x) on the date of
issuance of any Letter of Credit and on each anniversary thereof prior to the
termination of such Letter of Credit, if $500 will exceed the amount of Facing
Fees that will accrue with respect to such Letter of Credit for the immediately
succeeding 12-month period, the full $500 shall be payable on the date of
issuance of such Letter of Credit and on each such anniversary thereof prior to
the termination of such Letter of Credit and (y) if on the date of the
termination of any Letter of Credit, $500 actually exceeds the amount of Facing
Fees paid or payable with respect to such Letter of Credit for the period
beginning on the date of the issuance thereof (or if the respective Letter of
Credit has been outstanding for more than one year, the date of the last
anniversary of the issuance thereof occurring prior to the termination of such
Letter of Credit) and ending on the date of the


                                      -23-
<Page>


termination thereof, an amount equal to such excess shall be paid as additional
Facing Fees with respect to such Letter of Credit on the next date upon which
Facing Fees are payable in accordance with the immediately succeeding sentence.
Except as provided in the immediately preceding sentence, accrued Facing Fees
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
upon the first day after the termination of the Total Revolving Loan Commitment
upon which no Letters of Credit remain outstanding.

          (d) The Borrower hereby agrees to pay directly to the respective
Letter of Credit Issuer upon each issuance of, payment under, and/or amendment
of, a Letter of Credit issued by it such amount as shall at the time of such
issuance, payment or amendment be the administrative charge which such Letter of
Credit Issuer is customarily charging for issuances of, payments under or
amendments of, letters of credit denominated in the respective Approved Currency
and issued by it.

          (e) All voluntary prepayments of principal of A-1 Term Loans and A-2
Term Loans (other than any such voluntary prepayments made with internally
generated funds), all mandatory prepayments of principal of A-1 Term Loans and
A-2 Term Loans required pursuant to Section 4.02(A)(c) in connection with the
sale of all or substantially all of the assets of Holdings and its Subsidiaries
or of the Borrower and its Subsidiaries, all mandatory prepayments of principal
of A-1 Term Loans and A-2 Term Loans required pursuant to Section 4.02(A)(d) or
(e) and all prepayments of principal of A-1 Term Loans and A-2 Term Loans as a
result of or in connection with a Change of Control Event, in each case prior to
the second anniversary of the Initial Borrowing Date, will be subject to payment
to the Administrative Agent, for the ratable account of each Lender with
outstanding A-1 Term Loans and/or A-2 Term Loans, of a fee as follows: (x) if
prior to the first anniversary of the Initial Borrowing Date, an amount equal to
2.0% of the aggregate principal amount of such prepayment and (y) if payable on
or after the first anniversary of the Initial Borrowing Date and prior to the
second anniversary of the Initial Borrowing Date, an amount equal to 1.0% of the
aggregate principal amount of such prepayment. Such prepayment fees shall be due
and payable upon the date of any such prepayment.

          (f) The Borrower shall pay to the Administrative Agent, for its own
account, such fees as may be agreed to from time to time between the Borrower
and the Administrative Agent, when and as due.

          (g) All computations of Fees shall be made in accordance with Section
12.07(b).

          3.02 VOLUNTARY TERMINATION OR REDUCTION OF TOTAL UNUTILIZED REVOLVING
LOAN COMMITMENT. (a) Upon at least two Business Days prior written notice (or
telephonic notice promptly confirmed in writing) to the Administrative Agent at
its Notice Office (which notice the Administrative Agent shall promptly transmit
to each of the Lenders), the Borrower shall have the right, without premium or
penalty, to terminate or partially reduce the Total Unutilized Revolving Loan
Commitment; PROVIDED that (x) no such reduction to the Total Unutilized
Revolving Loan Commitment shall be in an amount which would cause the Blocked
Revolving Loan Commitment to exceed the Total Unutilized Revolving Loan
Commitment (after giving effect to such reduction), (y) any such termination or
partial reduction shall apply to proportion-


                                      -24-
<Page>


ately and permanently reduce the Revolving Loan Commitment of each of the RL
Lenders and (z) any partial reduction pursuant to this Section 3.02 shall be in
the amount of at least $1,000,000.

          (b) In the event of certain refusals by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as provided in
Section 12.12(b), the Borrower shall have the right, upon five Business Days'
prior written notice to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
and subject to the applicable requirements of Section 12.12(b), to terminate the
entire Revolving Loan Commitment of such Lender, so long as all Loans, together
with accrued and unpaid interest, Fees and all other amounts, due and owing to
such Lender are repaid concurrently with the effectiveness of such termination
pursuant to Section 4.01(b) (at which time Annex I shall be deemed modified to
reflect such changed amounts), and at such time, such Lender shall no longer
constitute a "Lender" for purposes of this Agreement, except with respect to
indemnifications under this Agreement (including, without limitation, Sections
1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid
Lender.

          3.03 MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC. (a) The Total
Commitment shall terminate in its entirety on October 18, 2002 unless the
Initial Borrowing Date has occurred on or before such date.

          (b) Each of the Total A-1 Term Loan Commitment and the Total A-2 Term
Loan Commitment shall terminate on the Initial Borrowing Date, immediately after
giving effect to the making of Term Loans on such date.

          (c) The Total Revolving Loan Commitment (and the Revolving Loan
Commitment of each Lender) shall terminate on the earlier of (x) the date on
which a Change of Control Event occurs and (y) the Revolving Loan Maturity Date.

          (d) On each date upon which a mandatory repayment of Term Loans
pursuant to Section 4.02(A)(c), (d), (e), (f), (g) or (i) is required (and
exceeds in amount the aggregate principal amount of Term Loans then outstanding)
or would be required if an unlimited amount of Term Loans were then outstanding,
an amount, if any, by which the amount required to be applied pursuant to said
Sections (determined as if an unlimited amount of Term Loans were actually
outstanding) exceeds the aggregate principal amount of Term Loans then
outstanding shall be applied to permanently reduce the Total Revolving Loan
Commitment; PROVIDED, HOWEVER, that in no event shall any reduction otherwise
required pursuant to this Section 3.03(d) reduce the Total Revolving Loan
Commitment to an amount less than $75,000,000.

          (e) Each reduction or adjustment of the Total A-1 Term Loan
Commitment, the Total A-2 Term Loan Commitment or the Total Revolving Loan
Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall
apply proportionately to the A-1 Term Loan Commitment, the A-2 Term Loan
Commitment or the Revolving Loan Commitment, as the case may be, of each Lender
with such a Commitment.


                                      -25-

<Page>

          SECTION 4. PAYMENTS.

          4.01 VOLUNTARY PREPAYMENTS. (a) The Borrower shall have the right
to prepay the Loans made to it, in whole or in part, without premium or
penalty except as otherwise provided in this Agreement, from time to time on
the following terms and conditions: (i) the Borrower shall give the
Administrative Agent at its Notice Office written notice (or telephonic
notice promptly confirmed in writing) of its intent to prepay such Loans,
whether such Loans are A-1 Term Loans, A-2 Term Loans, Revolving Loans or
Swingline Loans, the amount of such prepayment, the currency in which such
Loans are denominated and (in the case of Euro Rate Loans) the specific
Borrowing or Borrowings pursuant to which made, which notice shall be given
by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business
Day prior to the date of such prepayment in the case of Base Rate Loans, (y)
on the date of such prepayment in the case of Swingline Loans and (z) at
least three Business Days prior to the date of such prepayment in the case of
Euro Rate Loans (other than Euro Denominated Swingline Loans), which notice
shall, except in the case of Swingline Loans, promptly be transmitted by the
Administrative Agent to each of the Lenders; (ii) each prepayment shall be in
an aggregate principal amount of at least (w) $1,000,000, in the case of U.S.
Dollar Denominated Loans (other than U.S. Dollar Denominated Swingline
Loans), (x) $500,000, in the case of U.S. Dollar Denominated Swingline Loans,
(y) E1,000,000, in the case of Euro Denominated Loans (other than Euro
Denominated Swingline Loans) and (z) E500,000, in the case of Euro
Denominated Swingline Loans; PROVIDED, that no partial prepayment of Euro
Rate Loans made pursuant to a Borrowing shall reduce the aggregate principal
amount of the Euro Rate Loans outstanding pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount applicable thereto; (iii) each
prepayment in respect of any Loans made pursuant to a Borrowing pursuant to
this Section 4.01(a) shall be applied PRO RATA among such Loans; PROVIDED,
that at the Borrower's election in connection with any prepayment of
Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not
be applied to any Revolving Loans of a Defaulting Lender at any time when the
aggregate outstanding Principal Amount of Revolving Loans of any
Non-Defaulting Lender exceeds such Non-Defaulting Lender's RL Percentage of
the aggregate Principal Amount of all Revolving Loans then outstanding; (iv)
at the time of any prepayment of Euro Rate Loans (other than Euro Denominated
Swingline Loans) pursuant to this Section 4.01(a) (or Section 4.01(b) below)
on any date other than the last day of the Interest Period applicable
thereto, the Borrower shall pay the amounts required pursuant to Section
1.11; (v) each voluntary prepayment of Term Loans pursuant to this Section
4.01(a) shall be applied to the A-1 Term Loans and A-2 Term Loans on a PRO
RATA basis (with the A-1 TL Percentage of the aggregate amount of such
prepayment to be applied as a prepayment of the A-1 Term Loans and the A-2 TL
Percentage of the aggregate amount of such prepayment to be applied as a
prepayment of the A-2 Term Loans); and (vi) each prepayment of A-1 Term Loans
and A-2 Term Loans pursuant to this Section 4.01(a) (and Section 4.01(b)
below) shall reduce the then remaining Scheduled Repayments of the respective
Facility of Term Loans on a PRO RATA basis (based upon the then remaining
principal amount of each such Scheduled Repayment of the respective Facility
after giving effect to all prior reducions thereto); PROVIDED that unless the
Borrower notifies the Administrative Agent in writing that it does not desire
that prepayments be applied as provided in this proviso, any such prepayment
of the respective Facility of Term Loans shall first be applied in direct
order of maturity to the next four succeeding Scheduled Repayments of the
respective Facility which are then due after the date of such prepayment
(based upon the then remaining principal amounts of such Scheduled Repayments
after giving effect to all prior reduc-

                                      -26-
<Page>

tions thereto), with any excess amount of such prepayment to be applied to
the then remaining Scheduled Repayments of the respective Facility of Term
Loans on a PRO RATA basis as otherwise provided in this clause (vi) above
(without regard to this proviso).

          (b) In the event of certain refusals by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as provided in
Section 12.12(b), the Borrower shall have the right, upon five Business Days'
prior written notice to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
to repay all Loans, together with accrued and unpaid interest, Fees and all
other amounts due and owing to such Lender in accordance with said Section
12.12(b), so long as (A) in the case of the repayment of Revolving Loans of any
Lender pursuant to this clause (b), the Revolving Loan Commitment of such Lender
is terminated concurrently with such repayment pursuant to Section 3.02(b) (at
which time Annex I shall be deemed modified to reflect the changed Revolving
Loan Commitments) and (B) in the case of the repayment of Loans of any Lender,
the consents required by Section 12.12(b) in connection with the repayment
pursuant to this clause (b) shall have been obtained.

          (c) Each prepayment of Term Loans pursuant to this Section 4.01 (other
than any such prepayment made with internally generated funds) made prior to the
second anniversary of the Initial Borrowing Date shall be subject to the payment
of the fee described in Section 3.01(e).

          4.02 MANDATORY PREPAYMENTS.

          (A) REQUIREMENTS:

          (a) (i) If on any date the sum of (x) the aggregate outstanding
Principal Amount of Revolving Loans and Swingline Loans on such date (after
giving effect to all other repayments thereof on such date) PLUS (y) the Letter
of Credit Outstandings on such date exceeds the Total Available Revolving Loan
Commitment as then in effect, the Borrower shall repay on such date the
principal of Swingline Loans, and if no Swingline Loans are or remain
outstanding, the principal of Revolving Loans, in an aggregate Principal Amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans, the aggregate amount of Letter
of Credit Outstandings exceeds the Total Available Revolving Loan Commitment as
then in effect, the Borrower agrees to pay to the Administrative Agent an amount
in cash, Cash Equivalents and/or Foreign Cash Equivalents (in, or denominated
in, the respective Approved Currencies in which the Letter of Credit
Outstandings are denominated) equal to such excess (up to the aggregate amount
of Letter of Credit Outstandings at such time) and the Administrative Agent
shall hold such payment as security for the obligations of the Borrower
hereunder pursuant to a cash collateral agreement to be entered into in form and
substance reasonably satisfactory to the Administrative Agent (which shall
permit certain investments in Cash Equivalents and/or Foreign Cash Equivalents
satisfactory to the Administrative Agent until the proceeds are applied to the
secured obligations).

          (ii) If on any date the sum of (x) the aggregate outstanding Principal
Amount of Euro Denominated Revolving Loans and Euro Denominated Swingline Loans
on such date


                                      -27-
<Page>


(after giving effect to all other repayments thereof on such date) plus (y) the
Euro Denominated Letter of Credit Outstandings on such date, exceeds
$75,000,000, the Borrower shall repay on such date the principal of Euro
Denominated Swingline Loans, and if no Euro Denominated Swingline Loans are or
remain outstanding, the principal of Euro Denominated Revolving Loans, in an
aggregate Principal Amount equal to such excess. If, after giving effect to the
prepayment of all outstanding Euro Denominated Swingline Loans and Euro
Denominated Revolving Loans, the aggregate amount of Euro Denominated Letter of
Credit Outstandings exceeds $75,000,000, the Borrower agrees to pay to the
Administrative Agent an amount in cash and/or Foreign Cash Equivalents (in, or
denominated in, Euros) equal to such excess (up to the aggregate amount of the
Euro Denominated Letter of Credit Outstandings at such time) and the
Administrative Agent shall hold such payment as security for the obligations of
the Borrower hereunder pursuant to a cash collateral agreement to be entered
into in form and substance reasonably satisfactory to the Administrative Agent
(which shall permit certain investments in Foreign Cash Equivalents satisfactory
to the Administrative Agent until the proceeds are applied to the secured
obligations).

          (b) (i) The Borrower shall be required to repay the principal amount
of A-1 Term Loans on each date set forth below in the amount set forth opposite
such date below (each such repayment, as the same may be reduced as provided in
Sections 4.01 and 4.02(B), a "Scheduled A-1 Repayment"):

<Table>
<Caption>

                     SCHEDULED A-1 REPAYMENT DATE                    AMOUNT
                     ----------------------------                    ------
<S>                                                                 <C>
        the last Business Day in December, 2003                      $ 3,333,333

        the last Business Day in March, 2004                         $ 3,333,333
        the last Business Day in June, 2004                          $ 3,333,333
        the last Business Day in September, 2004                     $ 3,333,333
        the last Business Day in December, 2004                      $ 4,166,667

        the last Business Day in March, 2005                         $ 4,166,667
        the last Business Day in June, 2005                          $ 4,166,667
        the last Business Day in September, 2005                     $ 4,166,667
        the last Business Day in December, 2005                      $ 5,000,000

        the last Business Day in March, 2006                         $ 5,000,000
        the last Business Day in June, 2006                          $ 5,000,000
        the last Business Day in September, 2006                     $ 5,000,000
        the last Business Day in December, 2006                      $14,166,667

        the last Business Day in March, 2007                         $14,166,667
        the last Business Day in June, 2007                          $14,166,667
        the last Business Day in September, 2007                     $14,166,667
        the last Business Day in December, 2007                      $48,333,333

        the last Business Day in March, 2008                         $48,333,333
        the last Business Day in June, 2008                          $48,333,333
</Table>


                                      -28-
<Page>


<Table>
<Caption>

                     SCHEDULED A-1 REPAYMENT DATE                    AMOUNT
                     ----------------------------                    ------
<S>                                                                 <C>

        A-1 Term Loan Maturity Date                                  $48,333,333

</Table>



          (ii) The Borrower shall be required to repay the principal amount of
A-2 Term Loans on each date set forth below in the amount set forth opposite
such date below (each such repayment, as the same may be reduced as provided in
Sections 4.01 and 4.02(B), a "Scheduled A-2 Repayment"):


<Table>
<Caption>

                     SCHEDULED A-2 REPAYMENT DATE                    AMOUNT
                     ----------------------------                    ------
<S>                                                                  <C>
        the last Business Day in December, 2003                      $ 1,666,667

        the last Business Day in March, 2004                         $ 1,666,667
        the last Business Day in June, 2004                          $ 1,666,667
        the last Business Day in September, 2004                     $ 1,666,667
        the last Business Day in December, 2004                      $ 2,083,333

        the last Business Day in March, 2005                         $ 2,083,333
        the last Business Day in June, 2005                          $ 2,083,333
        the last Business Day in September, 2005                     $ 2,083,333
        the last Business Day in December, 2005                      $ 2,500,000

        the last Business Day in March, 2006                         $ 2,500,000
        the last Business Day in June, 2006                          $ 2,500,000
        the last Business Day in September, 2006                     $ 2,500,000
        the last Business Day in December, 2006                      $ 7,083,333

        the last Business Day in March, 2007                         $ 7,083,333
        the last Business Day in June, 2007                          $ 7,083,333
        the last Business Day in September, 2007                     $ 7,083,333
        the last Business Day in December, 2007                      $24,166,667

        the last Business Day in March, 2008                         $24,166,667
        the last Business Day in June, 2008                          $24,166,667

        A-2 Term Loan Maturity Date                                  $24,166,667
</Table>

          (c) On the Business Day after the date of receipt thereof by Holdings
and/or any of its Subsidiaries of Net Proceeds from any Asset Sale, an amount
equal to 100% of the Net Proceeds from such Asset Sale shall be applied as a
mandatory repayment of principal of the Term Loans (with the A-1 TL Percentage
of such amount to be applied as a repayment of the A-Term Loans and the A-2 TL
Percentage of such amount to be applied as a repayment of the A-2 Term Loans),
PROVIDED that with respect to no more than $100,000,000 in the aggregate of such
Net Proceeds received by Holdings and its Subsidiaries after the Effective Date
(and, in any case, with respect to no more than $50,000,000 in the aggregate of
such Net Proceeds received


                                      -29-
<Page>


by Holdings and its Subsidiaries in any fiscal year of Holdings), the Net
Proceeds therefrom shall not be required to be so applied on such date to the
extent that no Specified Default or Event of Default then exists and the
Borrower delivers a certificate to the Administrative Agent on or prior to such
date stating that such Net Proceeds shall be used to purchase assets used or to
be used in the businesses referred to in Section 8.01(a) (including, without
limitation, capital stock of a corporation engaged in any such business) within
365 days following the date of receipt of Net Proceeds from such Asset Sale
(which certificate shall set forth the estimates of the proceeds to be so
expended), PROVIDED, that (1) if all or any portion of such Net Proceeds not so
applied to the repayment of Term Loans are not so used (or contractually
committed to be used) within such 365 day period, such remaining portion shall
be applied on the last day of such period as a mandatory repayment of principal
of outstanding Term Loans and (2) if all or any portion of such Net Proceeds are
not required to be applied on the 365th day referred to in clause (1) above
because such amount is contractually committed to be used and subsequent to such
date such contract is terminated or expires without such portion being so used,
then such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Term Loans as
provided above in this Section 4.02(A)(c) (without regard to the foregoing
provisos). Mandatory repayments of Term Loans required to be made pursuant to
this clause (c) in connection with a sale of all or substantially all of the
assets of Holdings and its Subsidiaries or the Borrower and its Subsidiaries
prior to the second anniversary of the Initial Borrowing Date shall be subject
to the payment of the fee described in Section 3.01(e).

          (d) On the Business Day after the date of the receipt thereof by
Holdings, an amount equal to 50% of the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith) of
any sale or issuance of Equity Interests of, or cash capital contributions to,
Holdings (other than (x) any proceeds received from the sale or issuance by
Holdings of Equity Interests pursuant to the Transaction on the Initial
Borrowing Date, (y) proceeds received from the sale or issuance by Holdings of
shares of Holdings Common Stock (including, without limitation, as a result of
the exercise of any options or warrants with regard thereto), or options or
warrants to purchase shares of Holdings Common Stock, to any employee, officer
or director of Holdings or any of its Subsidiaries in an aggregate amount (for
all such sales and issuances) not to exceed $5,000,000 in any fiscal year of
Holdings and (z) issuances of Holdings Common Stock and Permitted Holdings PIK
Securities by Holdings as consideration in connection with, or the net proceeds
of which are used to finance, any Permitted Acquisition) shall be applied as a
mandatory repayment of principal of the Term Loans (with the A-1 TL Percentage
of such amount to be applied as a repayment of the A-1 Term Loans and the A-2 TL
Percentage of such amount to be applied as a repayment of the A-2 Term Loans).
Mandatory repayments of Term Loans required pursuant to this Section 4.02(A)(d)
prior to the second anniversary of the Initial Borrowing Date shall be subject
to the payment of the fee described in Section 3.01(e).

          (e) On the date of the receipt thereof by Holdings and/or any of its
Subsidiaries, an amount equal to 100% of the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith) of
(x) any incurrence of Indebtedness by Holdings or any its Subsidiaries (other
than Indebtedness permitted to be incurred pursuant to Section 8.04 as in effect
on the Effective Date) or (y) any issuance of capital stock or other Equity
Interests by, or capital contributions to, the Borrower or any of its
Subsidiaries (other than issuances of common equity by the Borrower to Holdings
or by any Subsidiary of the


                                      -30-
<Page>


Borrower to the Borrower or any other Wholly-Owned Subsidiary of the Borrower))
shall be applied as a mandatory repayment of principal of the Term Loans (with
the A-1 TL Percentage of such amount to be applied as a repayment of the A-1
Term Loans and the A-2 TL Percentage of such amount to be applied as a repayment
of the A-2 Term Loans). Mandatory repayments of Term Loans required pursuant to
this Section 4.02(A)(e) prior to the second anniversary of the Initial Borrowing
Date shall be subject to the payment of the fee described in Section 3.01(e).

          (f) On each Excess Cash Payment Date, an amount equal to 50% of Excess
Cash Flow of Holdings and its Subsidiaries for the most recent Excess Cash Flow
Period ending prior to such Excess Cash Payment Date shall be applied as a
mandatory repayment of principal of the Term Loans (with the A-1 TL Percentage
of such amount to be applied as a repayment of the A-1 Term Loans and the A-2 TL
Percentage of such amount to be applied as a repayment of the A-2 Term Loans).

          (g) Within 10 days following each date on which Holdings or any of its
Subsidiaries receives any proceeds from any Recovery Event, an amount equal to
100% of the proceeds of such Recovery Event (net of reasonable costs and taxes
incurred in connection with such Recovery Event) shall be applied as a mandatory
repayment of principal of the Term Loans (with the A-1 TL Percentage of such
amount to be applied as a repayment of the A-1 Term Loans and the A-2 TL
Percentage of such amount to be applied as a repayment of the A-2 Term Loans);
PROVIDED that so long as no Default or Event of Default then exists and such
proceeds do not exceed $100,000,000, such proceeds shall not be required to be
so applied on such date to the extent that the Borrower has delivered a
certificate to the Administrative Agent on or prior to such date stating that
such proceeds shall be used to replace or restore any properties or assets in
respect of which such proceeds were paid within 365 days following the date of
the receipt of such proceeds (which certificate shall set forth the estimates of
the proceeds to be so expended), and PROVIDED FURTHER, that (i) if the amount of
such proceeds exceeds $100,000,000, then the entire amount and not just the
portion in excess of $100,000,000 shall be applied as a mandatory repayment of
Term Loans as provided above in this Section 4.02(A)(g), (ii) if all or any
portion of such proceeds not required to be applied to the repayment of Term
Loans pursuant to the preceding proviso are not so used (or contractually
committed to be used) within 365 days after the date of the receipt of such
proceeds, such remaining portion shall be applied on the last day of such period
as a mandatory repayment of principal of the Term Loans as provided above in
this Section 4.02(A)(g) (without regard to the provisos herein) and (iii) if all
or any portion of such proceeds are not required to be applied on the 365th day
referred to in clause (ii) above because such amount is contractually committed
to be used and subsequent to such date such contract is terminated or expires
without such portion being so used, then such remaining portion shall be applied
on the date of such termination or expiration as a mandatory repayment of
principal of outstanding Term Loans as provided above in this Section 4.02(A)(g)
(without regard to the provisos herein).

          (h) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full
on the Swingline Expiry Date and (ii) all other then outstanding Loans of the
respective Facility shall be repaid in full on the Maturity Date for such
Facility.


                                      -31-
<Page>


          (i) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date upon which Holdings or
any of its Subsidiaries incurs any Capital Lease Obligations pursuant to any
Alternative Vender Financing Program in an aggregate amount which exceeds the
AVFP Debt Threshold Amount as then in effect, an amount equal to 50% of such
excess shall be applied as a mandatory repayment of principal of the Term Loans
(with the A-1 TL Percentage of such amount to be applied as a repayment of the
A-1 Term Loans and the A-2 TL Percentage of such amount to be applied as a
repayment of the A-2 Term Loans). Notwithstanding the foregoing provisions of
this Section 4.02(A)(i), so long as no Specified Default or Event of Default
shall have occurred and be continuing, no mandatory repayment shall be required
pursuant to the immediately preceding sentence until the date on which the
aggregate amount of amount of repayments required to be made pursuant to the
preceding sentence (in the absence of this sentence) equals or exceeds
$10,000,000.

          (B) APPLICATION:

          (a) All repayments of A-1 Term Loans and A-2 Term Loans pursuant to
Section 4.02(A)(c), (d), (e), (f), (g) or (i) shall be applied to reduce the
then remaining Scheduled Repayments of the respective Facility PRO RATA based on
the then remaining Scheduled Repayments of the respective Facility.

          (b) With respect to each repayment of Loans required by this Section
4.02, the Borrower may (subject to the requirements of Section 4.02(A)(a))
designate the Types of Loans of the respective Facility which are to be repaid
and, in the case of Euro Rate Loans (other than Euro Denominated Swingline
Loans), the specific Borrowing or Borrowings of the respective Facility pursuant
to which made; PROVIDED, that (i) Eurodollar Loans made pursuant to a specific
Facility may be designated for repayment pursuant to this Section 4.02 only on
the last day of an Interest Period applicable thereto unless all Eurodollar
Loans made pursuant to such Facility with Interest Periods ending on such date
of required prepayment and all Base Rate Loans made pursuant to such Facility
have been paid in full; (ii) in the case of repayments of Euro Rate Loans (other
than Euro Denominated Swingline Loans), repayments of such Loans pursuant to
this Section 4.02 on any day other than the last day of an Interest Period
applicable thereto shall be accompanied by payment by the Borrower of all
amounts owing in connection therewith pursuant to Section 1.11; (iii) if any
repayment of Euro Rate Loans (other than Euro Denominated Swingline Loans) made
pursuant to a single Borrowing shall reduce the outstanding Euro Rate Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
applicable thereto, (x) in the case of a Borrowing of Eurodollar Loans, such
Borrowing shall be immediately converted into a Borrowing of Base Rate Loans,
and (y) in the case of a Borrowing of Euro Denominated Revolving Loans, such
Borrowing shall be repaid in full; (iv) each repayment of any Loans made
pursuant to a Borrowing shall be applied PRO RATA among such Loans; PROVIDED,
that no repayment pursuant to Section 4.02(A)(a)(i) or (ii) shall be applied to
any Revolving Loans of a Defaulting Lender at any time when the aggregate
outstanding Principal Amount of the Revolving Loans of any Non-Defaulting Lender
exceeds such Non-Defaulting Lender's RL Percentage of the aggregate Principal
Amount of all Revolving Loans then outstanding. In the absence of a designation
by the Borrower as described in the preceding sentence, the Administrative Agent
shall, subject to the above, make such designation in its sole discretion with a
view, but no obligation, to minimize breakage costs owing under Section 1.11.


                                      -32-
<Page>


          4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable account of the Lenders entitled thereto,
not later than 12:00 Noon (New York time) on the date when due and shall be made
in immediately available funds at the Payment Office and in: (x) U.S. Dollars,
if such payment is made in respect of any obligation of the Borrower under this
Agreement except as otherwise provided in the immediately succeeding clause (y)
and (y) Euros, if such payment is made in respect of (i) principal of or
interest on Euro Denominated Loans, (ii) Unpaid Drawings (and interest thereon)
in respect of Euro Denominated Letters of Credit or (iii) any increased costs,
indemnities or other amounts owing with respect to Euro Denominated Letters of
Credit, it being understood that written, telex or facsimile transmission notice
by the Borrower to the Administrative Agent to make a payment from the funds in
the Borrower's account at the Payment Office shall constitute the making of such
payment to the extent of such funds held in such account. Any payments under
this Agreement which are made later than 12:00 Noon (New York time) shall be
deemed to have been made on the next succeeding Business Day. Whenever any
payment to be made hereunder shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable during such extension at the applicable rate in effect immediately prior
to such extension.

          4.04 NET PAYMENTS. (a) All payments made by any Credit Party under any
Credit Document (including, in the case of Holdings, in its capacity as a
guarantor under Section 13) or under any Note will be made without setoff,
counterclaim or other defense. Except as provided in Section 4.04(b) and (c),
all such payments will be 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
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax imposed on or measured by the net income or
net 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 Borrower (and any other Credit Party making the payment) agrees
to pay the full amount of such Taxes, and such additional amounts as may be
necessary so that every payment of all amounts due under this 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. If any amounts
are payable in respect of Taxes pursuant to the preceding sentence, the Borrower
(and any other Credit Party making the payment) agrees to reimburse each Lender,
upon the written request of such Lender, for taxes imposed on or measured by the
net income or net profits of such Lender pursuant to the laws of the
jurisdiction in which such Lender is organized or in which the principal office
or applicable lending office of such Lender is located or under the laws of any
political subdivision or taxing authority of any such jurisdiction in which such
Lender is organized or in which the principal office or applicable lending
office of such Lender is located and for any withholding of taxes as such Lender
shall determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence. The Borrower (or the relevant other Credit


                                      -33-
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Party) will furnish to the Administrative Agent within 45 days after the date
the payment of any Taxes is due pursuant to applicable law certified copies of
tax receipts evidencing such payment by the Borrower (or such other Credit
Party). The Borrower (and each Guarantor pursuant to its Guaranty and the
incorporation by reference therein of the provisions of this Section 4.04)
agrees 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) lending to the Borrower agrees to
deliver to the Borrower and the Administrative Agent on or prior to the
Effective Date, or in the case of a Lender lending to the Borrower that is an
assignee or transferee of an interest under this Agreement pursuant to Section
1.13 or 12.04 (unless the respective Lender lending to the Borrower was already
a Lender lending to the Borrower hereunder immediately prior to such assignment
or transfer), on the date of such assignment or transfer to such Lender, (i) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax
treaty) (or successor forms) certifying to such Lender's entitlement to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement and under any Note, or (ii) if the Lender is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot
deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect
to a complete exemption under an income tax treaty) pursuant to clause (i)
above, (x) a certificate substantially in the form of Exhibit C (any such
certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN (with
respect to the portfolio interest exemption) (or successor form) certifying to
such Lender's entitlement to a complete exemption from United States withholding
tax with respect to payments of interest to be made under this Agreement and
under any Note. In addition, each Lender that is not a United States person
agrees that from time to time after the Effective Date, when a lapse in time or
change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to the
benefits of any income tax treaty), or Form W-8BEN (with respect to the
portfolio interest exemption) and a Section 4.04(b)(ii) Certificate, or any
successor form, as the case may be, and 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 Agreement and any Note, or it shall immediately notify the
Borrower and the Administrative Agent of its inability to deliver any such Form
or Certificate in which case such Lender lending to the Borrower shall not be
required to deliver any such Form or Certificate pursuant to this Section
4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a),
but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income, withholding or similar 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 lending to the Borrower has not provided to the Borrower U.S.
Internal Revenue Service Forms that establish a complete exemption from such
deduction or withholding and (y) the Borrower shall not be obligated pursuant to
Section 4.04(a) hereof to


                                      -34-
<Page>


gross-up payments to be made to a Lender in respect of income, withholding or
similar Taxes imposed by the United States if (I) such Lender has not provided
to the Borrower the Internal Revenue Service Forms required to be provided to
the Borrower pursuant to this Section 4.04(b) or (II) 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 4.04 and except as set forth in Section
12.04(b), the Borrower agrees to pay additional amounts and to indemnify each
Lender in the manner set forth in Section 4.04(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 that are effective after the
Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar Taxes.

          SECTION 5A. CONDITIONS PRECEDENT. The obligation of each Lender to
make each Loan hereunder, and the obligation of any Letter of Credit Issuer to
issue each Letter of Credit hereunder, is subject, at the time of each such
Credit Event (except as otherwise hereinafter indicated), to the satisfaction of
the following conditions:

          5A.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the Initial
Borrowing Date, (i) this Agreement shall have been executed and delivered as
provided in Section 12.10 and (ii) there shall have been delivered to the
Administrative Agent for the account of each Lender which has requested the same
the appropriate A-1 Term Note, A-2 Term Note and Revolving Note, if any, and to
DBAG if so requested, the Swingline Note, in each case executed by the Borrower
and in the amount, maturity and as otherwise provided herein.

          5A.02 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein or in the other Credit Documents in effect at such time shall
be true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, unless stated to relate to a specific earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date.

          5A.03 OFFICER'S CERTIFICATE. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate dated such date signed by
an appropriate officer of the Borrower stating that all of the applicable
conditions set forth in Sections 5A.02, 5A.06, 5A.07, 5A.08, 5A.09 and 5B.01
exist as of such date.

          5A.04 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. The
Administrative Agent shall have received a Notice of Borrowing satisfying the
requirements of Section 1.03 with respect to each incurrence of Loans, and the
Administrative Agent and the respective Letter of Credit Issuer shall have
received a Letter of Credit Request satisfying the requirements of Section 2.02
with respect to each issuance of a Letter of Credit.

          5A.05 COMPANY PROCEEDINGS. (a) On the Initial Borrowing Date, the
Administrative Agent shall have received from each Credit Party a certificate,
dated the Initial


                                      -35-
<Page>


Borrowing Date, signed by the chairman, a vice chairman, the president or any
vice-president of such Credit Party, and attested to by the secretary or any
assistant secretary of such Credit Party, in the form of Exhibit D with
appropriate insertions, together with copies of the Certificate of Incorporation
and By-Laws (or equivalent organizational documents) of such Credit Party and
the resolutions of such Credit Party referred to in such certificate and all of
the foregoing (including each such Certificate of Incorporation and By-Laws or
equivalent documents) shall be reasonably satisfactory to each of the Agents.

          (b) On the Initial Borrowing Date, all Company and legal proceedings
and all instruments and agreements in connection with the transactions
contemplated by this Agreement and the other Documents shall be reasonably
satisfactory in form and substance to each of the Agents, and the Administrative
Agent shall have received all information and copies of all certificates,
documents and papers, including good standing certificates, bring-down
certificates and any other records of Company proceedings and governmental
approvals, if any, which the Administrative Agent reasonably may have requested
in connection therewith, such documents and papers, where appropriate, to be
certified by proper Company or governmental authorities.

          (c) On the Initial Borrowing Date, unless the Administrative Agent has
determined that the respective organizational documents of a Foreign Subsidiary
whose Equity Interests are to be pledged pursuant to a Pledge Agreement do not
prohibit the granting of a security interest in such Foreign Subsidiary's Equity
Interests pursuant to such Pledge Agreement, the Administrative Agent shall have
received evidence of the amendment to the Certificate of Incorporation and
By-Laws (or equivalent organizational documents) of each such Foreign
Subsidiary, permitting the granting of a security interest in such Foreign
Subsidiary's Equity Interests pursuant to such Pledge Agreement, in form and
substance satisfactory to each of the Agents and local counsel to each of the
Agents.

          5A.06 ADVERSE CHANGE, ETC. On or prior to the Initial Borrowing Date,
nothing shall have occurred since December 31, 2001 (and neither the Lenders nor
any of the Agents shall have become aware of any facts or conditions not
previously known) which the Required Lenders or any of the Agents shall
determine (a) has, or could reasonably be expected to have, a material adverse
effect on the rights or remedies of the Lenders or such Agent, or on the ability
of any Credit Party to perform its obligations to them hereunder or under any
other Credit Document or (b) has, or could reasonably be expected to have, a
Material Adverse Effect.

          5A.07 LITIGATION. On the Initial Borrowing Date, there shall be no
actions, suits or proceedings pending or threatened (a) with respect to this
Agreement or any other Document or (b) which any of the Agents or the Required
Lenders shall determine has had, or could reasonably be expected to have, (i) a
Material Adverse Effect or (ii) a material adverse effect on the Transaction,
the rights or remedies of the Lenders or any Agent hereunder or under any other
Credit Document or on the ability of any Credit Party to perform its respective
obligations to the Lenders or any Agent hereunder or under any other Credit
Document.

          5A.08 APPROVALS. On or prior to the Initial Borrowing Date, all
necessary governmental (domestic and foreign) and third party approvals in
connection with the Transaction, the transactions contemplated by the Documents
and otherwise referred to herein or therein shall have been obtained and remain
in effect, and all applicable waiting periods shall


                                      -36-
<Page>


have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of the Transaction, the transactions contemplated by the Documents
and otherwise referred to herein or therein. Additionally, on the Initial
Borrowing Date, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the consummation of the Transaction or the making of Loans.

          5A.09 CONSUMMATION OF THE TRANSACTION. (a) On or prior to the Initial
Borrowing Date, (i) there shall have been delivered to the Administrative Agent
true and correct copies of the Plan of Reorganization and the Disclosure
Statement, which Plan of Reorganization and Disclosure Statement shall be in
form and substance reasonably satisfactory to the Agents and the Required
Lenders, (ii) a Notice of Confirmation, in form and substance satisfactory to
the Agents and the Required Lenders, shall have been entered into and same shall
not have been stayed and shall have become final and non-appealable and (iii)
all conditions precedent to the effective date of the Plan of Reorganization
shall have been satisfied (and not waived without the consent of the Agents and
the Required Lenders) to the reasonable satisfaction of the Agents and the
Required Lenders.

          (b) On the Initial Borrowing Date and prior to or concurrently with
the incurrence of the Loans hereunder, each element of the Transaction shall
have been consummated in accordance with the Plan of Reorganization and the
applicable Documents therefor. Pursuant to the Reorganization and the
Refinancing:

               (i) the total commitments in respect of the Indebtedness to be
          Refinanced shall have been terminated, all letters of credit issued
          thereunder shall have been terminated (or, in the case of Existing
          Letters of Credit, incorporated hereunder as Letters of Credit
          pursuant to Section 2.01(d)) and all loans, interest and other amounts
          owing pursuant to the Indebtedness to be Refinanced shall have been
          repaid or otherwise satisfied in full, in each case in accordance with
          the requirements of the Plan of Reorganization, and all documents in
          respect of the Indebtedness to be Refinanced and all guarantees with
          respect thereto shall have been terminated (except as to
          indemnification provisions, which may survive) and be of no further
          force and effect;

               (ii) the Administrative Agent shall have received (x) releases of
          security interests in and Liens on the assets owned by Holdings and
          its Subsidiaries from the creditors in respect of the Indebtedness to
          be Refinanced (including, without limitation, (I) proper termination
          statements (Form UCC-3 or the appropriate equivalent) for filing under
          the UCC of each jurisdiction where a financing statement (Form UCC-1
          or the appropriate equivalent) was filed with respect to Holdings or
          any of its Subsidiaries in connection with the security interests
          created with respect to the Indebtedness to be Refinanced and the
          documentation related thereto, (II) termination or reassignment of any
          security interest in, or Lien on, any patents, trademarks, copyrights,
          or similar interests of Holdings or any of its Subsidiaries on which
          filings have been made, and (III) terminations of all mortgages,
          leasehold mortgages, deeds of trust and leasehold


                                      -37-
<Page>


          deeds of trust created with respect to property of Holdings or any of
          its Subsidiaries, in each case, to secure the obligations in respect
          of the Indebtedness to be Refinanced), all of which shall be in form
          and substance reasonably satisfactory to the Administrative Agent, and
          (y) all collateral owned by Holdings or any of its Subsidiaries in the
          possession of any of the creditors in respect of the Indebtedness to
          be Refinanced or any collateral agent or trustee under any related
          security document;

               (iii) Rollover Senior Subordinated Notes in an aggregate
          principal amount equal to $315,312,538 and shares of Holdings Common
          Stock representing 2/3 of the common equity value of Holdings (prior
          to giving effect to any employee equity compensation plan) shall have
          been issued, in each case, to the lenders under the Existing Credit
          Agreement on the terms specified in the Plan of Reorganization;

               (iv) the holders of the Existing Senior Subordinated Notes (other
          than the Insider Noteholders) shall have received shares of Holdings
          Common Stock representing 1/3 of the common equity value of Holdings
          (prior to giving effect to any employee equity compensation plan) on
          the terms specified in the Plan of Reorganization;

               (v) Hoechst shall have received $9.0 million in cash in respect
          of its Existing Senior Subordinated Notes contributed to the Borrower
          by Hoechst for cancellation in accordance with the Plan of
          Reorganization; and

               (vi) the Administrative Agent shall have received evidence in
          form, scope and substance reasonably satisfactory to it that the
          matters set forth in this Section 5A.09(b) have been satisfied on such
          date.

          (c) On the Initial Borrowing Date and after giving effect to the
Transaction and the Loans incurred on the Initial Borrowing Date, neither
Holdings nor any of its Subsidiaries shall have any Preferred Equity or any
Indebtedness outstanding, except for (i) the Obligations, (ii) Indebtedness
pursuant to the Rollover Restructuring Subordinated Notes, (iii) the Assumed
Liabilities, and (iv) the other Existing Indebtedness. On and as of the Initial
Borrowing Date, all of the Existing Indebtedness (including the Assumed
Liabilities) shall remain outstanding after giving effect to the Transaction and
the other transactions contemplated hereby without any default or events of
default existing thereunder or arising as a result of the Transaction and the
other transactions contemplated hereby (except to the extent amended or waived
by the parties thereto on terms and conditions reasonably satisfactory to each
of the Agents and the Required Lenders). On and as of the Initial Borrowing
Date, each of the Agents and the Required Lenders shall be satisfied with the
amount of and the terms and conditions of all Existing Indebtedness (including
the Assumed Liabilities).

          (d) On or prior to the Initial Borrowing Date, (i) there shall have
been delivered to the Administrative Agent true and correct copies of all
Documents (other than the Credit Documents), (ii) all such Documents, and all
terms and conditions thereof (including, without limitation, in the case of the
Rollover Senior Subordinated Note Documents, amortiza-


                                      -38-
<Page>


tion, maturities, interest rates, limitation on cash interest payable,
covenants, defaults, remedies, sinking fund provisions and subordination
provisions, as applicable), shall be in form and substance reasonably
satisfactory to each Agent and the Required Lenders and (iii) all such Documents
shall be in full force and effect.

          5A.10 CERTAIN SECURITY DOCUMENTS. (a) On the Initial Borrowing Date,
each Credit Party shall have duly authorized, executed and delivered a Pledge
Agreement in the form of Exhibit E (as modified, amended, restated and/or
supplemented from time to time in accordance with the terms thereof and hereof,
the "U.S. Pledge Agreement") and shall have delivered to the Collateral Agent,
as pledgee thereunder, all of the certificated U.S. Pledge Agreement Collateral,
if any, referred to therein and then owned by such Credit Party, (x) endorsed in
blank in the case of promissory notes constituting U.S. Pledge Agreement
Collateral and (y) together with executed and undated transfer powers in the
case of certificated Equity Interests constituting U.S. Pledge Agreement
Collateral, and the U.S. Pledge Agreement shall be in full force and effect.

          (b) On the Initial Borrowing Date, each Credit Party shall have duly
authorized, executed and delivered a Security Agreement in the form of Exhibit F
(as modified, amended, restated and/or supplemented from time to time in
accordance with the terms thereof and hereof, the "Security Agreement") covering
all of the Security Agreement Collateral, together with:

          (A) executed copies of Financing Statements (Form UCC-1 and/or UCC-3)
     or appropriate local equivalent in appropriate form for filing under the
     UCC or appropriate local equivalent of each jurisdiction as may be
     necessary to perfect the security interests purported to be created by the
     Security Agreement;

          (B) copies of Requests for Information or Copies (Form UCC-11), or
     equivalent reports, each of a recent date listing all effective financing
     statements that name any Credit Party or any of its U.S. Subsidiaries or a
     division or operating unit of any such Person, as debtor and that are filed
     in the jurisdictions referred to in clause (A) above, together with copies
     of such financing statements (none of which shall cover the Collateral
     except (x) those with respect to which appropriate termination statements
     executed by the secured lender thereunder have been delivered to the
     Administrative Agent and (y) to the extent evidencing Permitted Liens);

          (C) evidence of the completion of all other recordings and filings of,
     or with respect to, the Security Agreement as may be necessary or, in the
     reasonable opinion of the Collateral Agent, desirable to perfect the
     security interests intended to be created by the Security Agreement; and

          (D) evidence that all other actions necessary or, in the reasonable
     opinion of the Collateral Agent, desirable to perfect the security
     interests purported to be created by the Security Agreement have been
     taken;

and the Security Agreement and such other documents shall be in full force and
effect.


                                      -39-
<Page>


          (c) Subject to the terms of Section 12.20, on the Initial Borrowing
Date, with respect to each Credit Party which is required to pledge promissory
notes issued by a Foreign Subsidiary or Equity Interests of a Foreign Subsidiary
(other than an Excluded Pledge Subsidiary) pursuant to the U.S. Pledge
Agreement, if the Agents reasonably determine (based on advice of local counsel)
that it would be in the interests of the Lenders that the respective Credit
Party authorize, execute and deliver one or more additional pledge agreements
governed by the laws of the jurisdiction or jurisdictions in which the Person or
Persons whose promissory notes or Equity Interests are being pledged is (or are)
organized, then the respective Credit Party shall (i) so authorize, execute and
deliver one or more such additional pledge agreements (each, as amended,
modified, restated and/or supplemented from time to time, a "Foreign Pledge
Agreement" and, collectively, the "Foreign Pledge Agreements") and (ii) take
such actions as may be necessary or desirable under local law (as advised by
local counsel) to create, maintain, effect, perfect, preserve and protect the
security interests granted (or purported to be granted) by each such Foreign
Pledge Agreement. Each Foreign Pledge Agreement shall (i) be prepared by local
counsel reasonably satisfactory to the Agents, (ii) be in form and substance
reasonably satisfactory to the Agents and (iii) be in full force and effect on
the Initial Borrowing Date, it being understood and agreed, however, in the case
of any Foreign Pledge Agreement entered into by the Borrower or any of its U.S.
Subsidiaries, the respective Credit Party shall not be required to pledge more
than 65% of the total combined voting power of all classes of Equity Interests
entitled to vote of any Foreign Subsidiary that is a corporation (or treated as
such for U.S. federal tax purposes) in support of its obligations (x) as the
Borrower under the Credit Agreement (in the case of the Borrower) or (y) under
its Guaranty in respect of the Obligations of the U.S. Borrower (in the case of
the Subsidiary Guarantors) (although 100% of the non-voting Equity Interests, if
any, of each such Foreign Subsidiary shall be required to be pledged in support
of such obligations).

          5A.11 SUBSIDIARY GUARANTY. On the Initial Borrowing Date, each
Subsidiary Guarantor shall have duly authorized, executed and delivered a
Subsidiary Guaranty in the form of Exhibit G (as modified, amended, restated
and/or supplemented from time to time in accordance with the terms hereof and
thereof, the "Subsidiary Guaranty"), and the Subsidiary Guaranty shall be in
full force and effect.

          5A.12 OPINIONS OF COUNSEL. On the Initial Borrowing Date (but subject
to the terms of Section 12.20, in the case of opinions required to be delivered
pursuant to clause (ii) below), each of the Agents shall have received opinions,
addressed to each of the Agents and each of the Lenders and dated the Initial
Borrowing Date, from (i) Kirkland & Ellis, counsel to the Credit Parties, which
opinion shall cover the matters contained in Exhibit H and such other matters
incident to the transactions contemplated herein as each of the Agents may
reasonably request, (ii) local counsel to the Credit Parties and/or the Agents
in each of Germany, Japan, the Netherlands, Mexico, Canada and Australia, in
each case reasonably satisfactory to the Agents, which opinions which shall (x)
be addressed to each Agent, the Collateral Agent and each of the Lenders and be
dated the Initial Borrowing Date, (y) cover (I) various matters regarding the
execution, delivery and performance of the Foreign Pledge Agreements to which
Subsidiaries of Holdings organized in that jurisdiction are party (if
applicable), (II) the perfection and priority of security interests granted in
respect of entities organized in that jurisdiction and (III) such other matters
incident to the transactions contemplated herein as the Agents may reasonably
request and (z) be in form, scope and substance reasonably satisfactory to the
Agents, and (iii) local


                                      -40-
<Page>


counsel to the Credit Parties and/or the Agents reasonably satisfactory to the
Agents practicing in those jurisdictions in which Mortgaged Properties are
located, such opinions as the Agents may reasonably request, which opinions (x)
shall be addressed to each Agent, the Collateral Agent and each of the Lenders
and be dated the Initial Borrowing Date, (y) shall cover the perfection of the
security interests granted pursuant to the relevant Security Documents and such
other matters incident to the transactions contemplated herein as the Agents may
reasonably request and (z) shall be in form and substance reasonably
satisfactory to the Agents.

          5A.13 MORTGAGES; TITLE INSURANCE; SURVEYS, ETC. (a) On the Initial
Borrowing Date, the Collateral Agent shall have received fully executed
counterparts of deeds of trust, mortgages and similar documents in each case in
form and substance reasonably satisfactory to the Collateral Agent (as amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof, each a "Mortgage" and, collectively, the "Mortgages") covering all
the Mortgaged Properties located in the United States, and arrangements
reasonably satisfactory to the Collateral Agent shall be in place to provide
that counterparts of such Mortgages shall be recorded on the Initial Borrowing
Date in all places to the extent necessary or desirable, in the reasonable
judgment of the Collateral Agent, effectively to create a valid and enforceable
first priority Lien, subject only to Permitted Encumbrances, on each such
Mortgaged Property in favor of the Collateral Agent (or such other trustee as
may be required or desired under local law) for the benefit of the Secured
Creditors.

          (b) On the Initial Borrowing Date, the Collateral Agent shall have
received mortgagee title insurance policies (or binding commitments to issue
such title insurance policies) issued by title insurers reasonably satisfactory
to the Collateral Agent (the "Mortgage Policies") in amounts reasonably
satisfactory to the Collateral Agent and assuring the Collateral Agent that the
Mortgages are valid and enforceable first priority mortgage Liens on the
respective Mortgaged Properties, free and clear of all defects and encumbrances
except Permitted Encumbrances. Such Mortgage Policies (i) shall be in form and
substance reasonably satisfactory to the Collateral Agent, (ii) shall include an
endorsement for future advances under this Agreement, the Notes and the
Mortgages and for any other matter that the Collateral Agent in its discretion
may reasonably request (to the extent available in the respective jurisdiction
of each Mortgaged Property), (iii) shall not include an exception for mechanics'
liens and (iv) shall provide for affirmative insurance and such reinsurance
(including direct access agreements) as the Collateral Agent in its discretion
may reasonably request.

          (c) On the Initial Borrowing Date, the Collateral Agent shall have
also received surveys in form and substance reasonably satisfactory to the
Collateral Agent of each Mortgaged Property designated as "owned" on Annex III
hereto, dated a recent date acceptable to the Collateral Agent, certified in a
manner reasonably satisfactory to the Collateral Agent by a licensed
professional surveyor reasonably satisfactory to the Collateral Agent except as
to the Mortgaged Property located in San Benito County, California (it being
understood that, notwithstanding the foregoing, "same as" survey endorsements,
the issuance of the comprehensive endorsement and the issuance of all other
requested "survey dependent" endorsements to each title policy will be permitted
and sufficient to satisfy the requirements delineated above in this clause (c)).
The Borrower shall have used commercially reasonable efforts to furnish to the
Collateral Agent such estoppel letters, landlord waiver letters, non-disturbance
letters and similar



                                      -41-
<Page>

assurances as may have been reasonably requested by the Collateral Agent, which
letters shall be in form and substance reasonably satisfactory to the Collateral
Agent.

          5A.14 PLANS; COLLECTIVE BARGAINING AGREEMENTS; EXISTING INDEBTEDNESS
AGREEMENTS; SHAREHOLDERS' AGREEMENTS; MANAGEMENT AGREEMENTS; EMPLOYMENT
AGREEMENTS; NON-COMPETE AGREEMENTS; TAX ALLOCATION AGREEMENTS; MATERIAL
CONTRACTS. On or prior to the Initial Borrowing Date, there shall have been made
available to the Administrative Agent and the Lenders upon request by the
Administrative Agent, copies of:

          (a) any material Plans of Holdings or any of its Subsidiaries after
     giving effect to the consummation of the Transaction and for each such Plan
     (i) that is a "single-employer plan" (as defined in Section 4001(a)(15) of
     ERISA) the most recently completed actuarial valuation prepared therefor by
     such Plan's regular enrolled actuary and the Schedule B, "Actuarial
     Information" to the IRS Form 5500 (Annual Report) most recently filed with
     the Internal Revenue Service and (ii) that is a "multiemployer plan" (as
     defined in Section 4001(a)(3) of ERISA), each of the documents referred to
     in clause (i) either in the possession of Holdings, any Subsidiary of
     Holdings or any ERISA Affiliate or reasonably available thereto from the
     sponsor or trustees of such Plan;

          (b) any material collective bargaining agreements or any other similar
     agreement or arrangement covering the employees of Holdings or any of its
     Subsidiaries that are to remain in effect after giving effect to the
     consummation of the Transaction (collectively, the "Collective Bargaining
     Agreements");

          (c) all agreements, if any, evidencing or relating to the Existing
     Indebtedness that are to remain in effect after giving effect to the
     consummation of the Transaction (collectively, the "Existing Indebtedness
     Agreements");

          (d) all agreements entered into by Holdings or any other Credit Party
     governing the terms and relative rights of its capital stock or other
     Equity Interests, and any agreements entered into by equity holders
     relating to any such entity with respect to their capital stock or other
     Equity Interests, in each case that are to remain in effect after giving
     effect to the consummation of the Transaction (collectively, the
     "Shareholders' Agreements");

          (e) any material agreements (or the forms thereof) with members of, or
     with respect to, the management of Holdings or any other Credit Party that
     are to remain in effect after giving effect to the consummation of the
     Transaction (collectively, the "Management Agreements");

          (f) any material employment agreements entered into by Holdings or any
     other Credit Party (collectively, the "Employment Agreements");

          (g) any material non-compete agreement entered into by Holdings or any
     other Credit Party Subsidiaries (collectively, the "Non-Compete
     Agreements");

          (h) any tax sharing or tax allocation agreements entered into by
     Holdings or any of its Subsidiaries (collectively, the "Tax Allocation
     Agreements"); and


                                      -42-
<Page>

          (i) all material contracts and licenses of Holdings or any other
     Credit Party that are to remain in effect after giving effect to the
     consummation of the Transaction (collectively, the "Material Contracts");

all of which Plans, Collective Bargaining Agreements, Existing Indebtedness
Agreements, Shareholders' Agreements, Management Agreements, Employment
Agreements, Non-Compete Agreements, Tax Allocation Agreements and Material
Contracts shall be in form and substance reasonably satisfactory to each of the
Agents and shall be in full force and effect on the Initial Borrowing Date.

          5A.15 SOLVENCY OPINION; INSURANCE ANALYSES; ENVIRONMENTAL ASSESSMENTS.
On the Initial Borrowing Date, each of the Agents shall have received:

          (a) a solvency opinion in the form of Exhibit I from a third party
     valuation firm reasonably satisfactory to each of the Agents, addressed to
     each of the Agents and each of the Lenders and dated the Initial Borrowing
     Date and supporting the conclusions, that, after giving effect to the
     Transaction and the incurrence of all financings contemplated herein, the
     Borrower (on a stand-alone basis), the Borrower and its Subsidiaries (on a
     consolidated basis), and Holdings and its Subsidiaries (on a consolidated
     basis) is or are not insolvent and will not be rendered insolvent by the
     indebtedness incurred in connection herewith, will not be left with
     unreasonably small capital with which to engage in its or their respective
     businesses and will not have incurred debts beyond its or their ability to
     pay such debts as they mature and become due;

          (b) evidence of insurance complying with the requirements of Section
     7.03 for the business and properties of Holdings and its Subsidiaries in
     form and substance reasonably satisfactory to each of the Agents and the
     Required Lenders and naming the Collateral Agent as an additional insured
     and/or loss payee, and stating that such insurance shall not be cancelled
     or revised without 30 days prior written notice by the insurer to the
     Collateral Agent; and

          (c) environmental assessments from environmental consultants
     reasonably satisfactory to the Agents, the results of which shall be in
     form and substance satisfactory to the Agents, together with a reliance
     letter with respect thereto in form, scope and substance reasonably
     satisfactory to the Agents.

          5A.16 PRO FORMA BALANCE SHEETS. On or prior the Initial Borrowing
Date, there shall have been delivered to each of the Agents, an unaudited PRO
FORMA consolidated balance sheet of each of Holdings and its Subsidiaries and
the Borrower and its Subsidiaries as at June 30, 2002 (after giving effect to
the Transaction, but without giving effect to fresh start accounting) and
prepared in accordance with GAAP, together with a related funds flow statement,
which PRO FORMA balance sheets and funds flow statement shall be reasonably
satisfactory in form and substance to each of the Agents and the Required
Lenders.

          5A.17 PROJECTIONS. On or prior to the Initial Borrowing Date, the
Lenders shall have received the financial projections (the "Projections") set
forth on Annex IV hereto, which


                                      -43-
<Page>


include the projected results of Holdings and its Subsidiaries for the six
fiscal years ended after the Initial Borrowing Date.

          5A.18 PAYMENT OF FEES. On the Initial Borrowing Date, all costs, fees
and expenses, and all other compensation contemplated by this Agreement, due to
each of the Agents or the Lenders (including, without limitation, legal fees and
expenses) shall have been paid to the extent due.

          SECTION 5B. SPECIAL CONDITIONS PRECEDENT TO INCURRENCE OF REVOLVING
LOANS AND SWINGLINE LOANS. The obligation of each RL Lender to make Revolving
Loans (including Revolving Loans and Swingline Loans made on the Initial
Borrowing Date, but excluding RL Mandatory Borrowings made after the Initial
Borrowing Date, which shall be made as provided in Sections 1.01(C)) and of DBAG
to make Swingline Loans is subject, at the time of each such making of a
Revolving Loan or a Swingline Loan (except as hereinafter indicated), to the
satisfaction of the following conditions:

          5B.01 LIMITATION ON CASH ON HAND. The aggregate amount of cash, Cash
Equivalents and Foreign Cash Equivalents owned or held by Holdings, the Borrower
and the Borrower's Subsidiaries (determined after giving PRO FORMA effect to the
making of each such Revolving Loan and/or Swingline Loan and the application of
proceeds therefrom and from any other cash, Cash Equivalents and/or Foreign Cash
Equivalents on hand (to the extent such proceeds and/or other cash, Cash
Equivalents or Foreign Cash Equivalents are actually utilized by the Borrower
and/or any other Subsidiary of the Borrower on the date of the incurrence of the
respective such Revolving Loan and/or Swingline Loan for a permitted purpose
under this Agreement other than an investment in Cash Equivalents or Foreign
Cash Equivalents)) shall not exceed $75,000,000 (for purposes of cash, Cash
Equivalents and Foreign Cash Equivalents denominated in a currency other than
Dollars, taking the U.S. Dollar Equivalent of such cash, Cash Equivalents or
Foreign Cash Equivalents as determined on the date of the incurrence of the
respective such Revolving Loan and/or Swingline Loan).

          5B.02 REGULATION U. If at any time any Margin Stock is pledged or
required to be pledged pursuant to any Security Document, all actions required
to be taken pursuant to Section 7.18 shall have been taken to the reasonable
satisfaction of the Administrative Agent.

          The occurrence of the Initial Borrowing Date and the acceptance of the
benefits of each Credit Event shall constitute a representation and warranty by
each Credit Party to each of the Lenders that all of the applicable conditions
specified in Sections 5A and 5B exist as of the Initial Borrowing Date or the
date of such Credit Event, as the case may be. All of the certificates, legal
opinions and other documents and papers referred to in Sections 5A and 5B,
unless otherwise specified, shall be delivered to the Administrative Agent at
its Notice Office for the account of each of the Lenders and shall be reasonably
satisfactory in form and substance to each of the Agents and the Required
Lenders.

          SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Lenders to enter into this Agreement and to make the Loans and issue
and/or participate in the Letters of Credit provided for herein, each of
Holdings and the Borrower makes the following representations, warranties and
agreements with the Lenders, in each case after giving


                                      -44-
<Page>


effect to the Transaction, all of which shall survive the execution and delivery
of this Agreement, the making of the Loans and the issuance of the Letters of
Credit (with the occurrence of each Credit Event being deemed to constitute a
representation and warranty that the matters specified in this Section 6 are
true and correct in all material respects on and as of the date of each such
Credit Event, unless stated to relate to a specific earlier date in which event
all representations and warranties shall be true and correct in all material
respects as of such earlier date), it being understood and agreed that,
notwithstanding any statements to the contrary contained in this Section 6, each
of Holdings and the Borrower makes the following representations and warranties
solely with respect to itself and its respective Subsidiaries:

          6.01 COMPANY STATUS. Holdings and each of its Subsidiaries (i) is a
duly organized and validly existing Company in good standing under the laws of
the jurisdiction of its organization, (ii) has the Company power and authority
to own its property and assets and to transact the business in which it is
engaged and presently proposes to engage and (iii) is duly qualified and is
authorized to do business and is in good standing in all jurisdictions where it
is required to be so qualified and where the failure to be so qualified would
have a Material Adverse Effect.

          6.02 COMPANY POWER AND AUTHORITY. Each Credit Party has the Company
power and authority to execute, deliver and carry out the terms and provisions
of the Documents to which it is a party and has taken all necessary Company
action to authorize the execution, delivery and performance of the Documents to
which it is a party. Each Credit Party has duly executed and delivered each
Document to which it is a party and each such Document constitutes the legal,
valid and binding obligation of such Credit Party enforceable in accordance with
its terms, except to the extent that the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

          6.03 NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Documents to which it is a party nor compliance by them
with the terms and provisions thereof, nor the consummation of the transactions
contemplated herein or therein, (i) will contravene any applicable provision of
any law, statute, rule or regulation, or any order, writ, injunction or decree
of any court or governmental instrumentality, (ii) will conflict or be
inconsistent with or result in any breach of, any of the terms, covenants,
conditions or provisions of, or constitute a default under, or (other than
pursuant to the Security Documents) result in the creation or imposition of (or
the obligation to create or impose) any Lien upon any of the property or assets
of Holdings or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, credit agreement or any other material
agreement or instrument to which Holdings or any of its Subsidiaries is a party
or by which it or any of its property or assets are bound or to which it may be
subject (including, without limitation, the Rollover Senior Subordinated Note
Documents) or (iii) will violate any provision of the Certificate of
Incorporation or By-Laws (or equivalent organizational documents) of Holdings or
any of its Subsidiaries.

          6.04 LITIGATION. There are no actions, suits or proceedings pending
or, to the knowledge of Holdings or any of its Subsidiaries, threatened, with
respect to Holdings or any of


                                      -45-
<Page>


its Subsidiaries that has had, or could reasonably be expected to have, (i) a
Material Adverse Effect or (ii) a material adverse effect on the rights or
remedies of the Lenders or on the ability of any Credit Party to perform its
respective obligations to the Lenders hereunder and under the other Credit
Documents to which it is, or will be, a party. Additionally, there does not
exist any judgment, order or injunction prohibiting or imposing material adverse
conditions upon the occurrence of any Credit Event.

          6.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of all Term
Loans shall be utilized as described in the Plan of Reorganization.

          (b) The proceeds of Revolving Loans and Swingline Loans shall be
utilized for the general corporate and working capital purposes of the Borrower
and its Subsidiaries (including, without limitation, to finance Permitted
Acquisitions) and to make payments owing in connection with the Transaction;
PROVIDED that no more than $50,000,000 of proceeds of Revolving Loans and
Swingline Loans (for such purpose, taking the U.S. Dollar Equivalent of any such
proceeds denominated in Euros) may be utilized on the Initial Borrowing Date to
make payments owing in connection with the Transaction.

          (c) Neither the making of any Loan, nor the use of the proceeds
thereof, nor the occurrence of any other Credit Event, will violate or be
inconsistent with the provisions of Regulation U or X of the Board of Governors
of the Federal Reserve System and, except as otherwise permitted by Section
8.07(ii), no part of any Credit Event (or the proceeds thereof) will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock.

          (d) The fair market value of all Margin Stock (if any) owned by
Holdings and its Subsidiaries (other than the capital stock of Holdings held in
treasury) does not exceed $2,500,000. At the time of each Credit Event, not more
than 25% of the value of the assets of Holdings and its Subsidiaries taken as a
whole (including all capital stock of Holdings held in treasury) will constitute
Margin Stock.

          6.06 GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required in
connection with (i) the execution, delivery and performance of any Document or
(ii) the legality, validity, binding effect or enforceability of any Document.

          6.07 INVESTMENT COMPANY ACT. Neither Holdings nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

          6.08 PUBLIC UTILITY HOLDING COMPANY ACT. Neither Holdings nor any of
its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

          6.09 TRUE AND COMPLETE DISCLOSURE. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of Holdings or
any of its Subsidiaries


                                      -46-
<Page>

in writing to any Agent, the Collateral Agent or any Lender (including, without
limitation, all information contained in the Documents) for purposes of or in
connection with this Agreement or any transaction contemplated herein is, and
all other such factual information (taken as a whole) hereafter furnished by or
on behalf of any such Persons in writing to any Agent, the Collateral Agent or
any Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete by omitting to
state any material fact necessary to make such information (taken as a whole)
not misleading at such time in light of the circumstances under which such
information was provided.

          6.10 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) On and as of the
Initial Borrowing Date, on a PRO FORMA basis after giving effect to the
Transaction and to all Indebtedness incurred, and to be incurred (including,
without limitation, the Loans and the Rollover Senior Subordinated Notes), and
Liens created, and to be created, by each Credit Party in connection therewith,
with respect to each of Holdings and its Subsidiaries (on a consolidated basis),
the Borrower and its Subsidiaries (on a consolidated basis) and the Borrower (on
a stand alone basis) (x) the sum of the assets, at a fair valuation, of each of
Holdings and its Subsidiaries (on a consolidated basis), the Borrower and its
Subsidiaries (on a consolidated basis) and the Borrower (on a stand alone basis)
will exceed their or its debts, (y) they or it have or has not incurred nor
intended to, nor believe or believes that they or it will, incur debts beyond
their or its ability to pay such debts as such debts mature and (z) they or it
will have sufficient capital with which to conduct their or its business. For
purposes of this Section 6.10, "debt" means any liability on a claim, and
"claim" means (i) right to payment whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

          (b) (i) The audited consolidated statements of financial condition of
Holdings and its Subsidiaries at December 31, 1999, December 31, 2000 and
December 31, 2001 and the related consolidated statements of income and cash
flows and changes in shareholders' equity of Holdings and its Subsidiaries for
the fiscal years of Holdings ended on such dates and (ii) the unaudited
consolidated statement of financial condition of Holdings and its Subsidiaries
at June 30, 2002 and the related consolidated statements of income and cash
flows and changes in shareholders' equity of Holdings and its Subsidiaries for
the six-month period then ended, copies of which have heretofore been furnished
to the Administrative Agent, present fairly in all material respects the
consolidated financial position of Holdings and its Subsidiaries at the date of
said statements and the results for the respective periods covered thereby,
subject, in the case of the unaudited financial statements, to normal year-end
adjustments and the absence of footnotes. All such financial statements have
been prepared in accordance with GAAP consistently applied except to the extent
provided in the notes to said financial statements.

          (c) Since December 31, 2001, nothing has occurred that has had, or
could reasonably be expected to have, a Material Adverse Effect.

          (d) Except as fully reflected in the financial statements described in
Section 6.10(b) and except for the Indebtedness incurred under this Agreement
and the Rollover Senior


                                      -47-
<Page>


Subordinated Note Documents, there were as of the Initial Borrowing Date (and
after giving effect to any Loans made on such date), no liabilities or
obligations (excluding current obligations incurred in the ordinary course of
business) with respect to Holdings or any of its Subsidiaries of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or
not due), and neither Holdings nor the Borrower knows of any basis for the
assertion against Holdings or any of its Subsidiaries of any such liability or
obligation which, either individually or in the aggregate, are or could be
reasonably be expected to have a Material Adverse Effect.

          (e) The Projections are based on good faith estimates and assumptions
made by the management of Holdings, and on the Initial Borrowing Date such
management believed that the Projections were reasonable and attainable, it
being recognized by the Lenders, however, that projections as to future events
are not to be viewed as facts and that the actual results during the period or
periods covered by the Projections probably will differ from the projected
results and that the differences may be material. There is no fact known to
Holdings or any of its Subsidiaries which would have a Material Adverse Effect
which has not been disclosed herein or in such other documents, certificates and
statements furnished to the Lenders for use in connection with the transactions
contemplated hereby.

          6.11 SECURITY INTERESTS. Each of the Security Documents creates (or
after the execution and delivery thereof will create), as security for the
Obligations, a valid and enforceable perfected security interest in and Lien on
all of the Collateral subject thereto, superior to and prior to the rights of
all third Persons and subject to no other Liens (except that the Security
Agreement Collateral, the Mortgaged Properties and the collateral covered by the
Additional Security Documents may be subject to Permitted Liens relating
thereto), in favor of the Collateral Agent. No filings or recordings are
required in order to perfect the security interests created under any Security
Document except for filings or recordings required in connection with any such
Security Document which shall have been made on or prior to the Initial
Borrowing Date as contemplated by Sections 5A.10 and 5A.13 or on or prior to the
execution and delivery thereof as contemplated by Sections 7.11, 7.15, 8.15 and
12.22.

          6.12 REPRESENTATIONS AND WARRANTIES IN OTHER DOCUMENTS. All
representations and warranties set forth in the other Documents were true and
correct in all material respects as of the time such representations and
warranties were made and shall be true and correct in all material respects as
of the Initial Borrowing Date as if such representations and warranties were
made on and as of such date, unless stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date.

          6.13 TRANSACTION. At the time of consummation thereof, the Transaction
shall have been consummated in all material respects in accordance with the
terms of the Documents therefor and all applicable laws. At the time of
consummation thereof, all material consents and approvals of, and filings and
registrations with, and all other actions in respect of, all governmental
agencies, authorities or instrumentalities required in order to make or
consummate the Transaction have been obtained, given, filed or taken or waived
and are or will be in full force and effect (or effective judicial relief with
respect thereto has been obtained). All applicable waiting periods with respect
thereto (if any) have or, prior to the time when required, will have, expired
without, in all such cases, any action being taken by any competent authority



                                      -48-
<Page>


which restrains, prevents, or imposes material adverse conditions upon the
Transaction. Additionally, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
Transaction, or the performance by Holdings and its Subsidiaries of their
obligations under the Documents and all applicable laws.

          6.14 SPECIAL PURPOSE CORPORATION. Holdings has no significant assets
(other than the capital stock of the Borrower and immaterial assets used for the
performance of those activities permitted to be performed by Holdings pursuant
to Section 8.01(b)) or liabilities (other than under this Agreement and the
other Documents to which it is a party, those liabilities permitted to be
incurred by Holdings pursuant to Section 8.01(b) and, as and when issued from
time to time in accordance with the terms of this Agreement, under Permitted
Holdings PIK Securities and Shareholder Subordinated Notes).

          6.15 COMPLIANCE WITH ERISA. (a) Annex XVI sets forth each Plan; each
Plan (and each related trust, insurance contract or fund) is in substantial
compliance with its terms, ERISA and the Code; each Plan (and each related
trust, if any) which is intended to be qualified under Section 401(a) of the
Code has received a determination letter from the Internal Revenue Service to
the effect that it meets the requirements of Sections 401(a) and 501(a) of the
Code (or has submitted, or is within the remedial amendment period for
submitting an application for a determination letter with the Internal Revenue
Service, and is awaiting receipt of a response); no Reportable Event has
occurred with respect to a Plan (other than a Reportable Event related to the
filing of a petition under Chapter 11 of the Bankruptcy Code); no Plan is
insolvent or in reorganization; no Plan has an Unfunded Current Liability which,
when added to the aggregate amount of Unfunded Current Liabilities with respect
to all other Plans, would exceed $50,000,000; no Plan has an accumulated or
waived funding deficiency, has permitted decreases in its funding standard
account or has applied for a waiver of an accumulated funding deficiency or an
extension of any amortization period within the meaning of Section 412 of the
Code or Section 303 or 304 of ERISA; all contributions required to be made with
respect to a Plan and a Foreign Pension Plan have been timely made; neither
Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any
material liability to or on account of a Plan pursuant to Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
401(a)(29), 4971, 4975 or 4980 of the Code or reasonably expects to incur any
material liability (including any indirect, contingent or secondary liability)
under any of the foregoing Sections with respect to any Plan (other than
liabilities of any ERISA Affiliate which could not, by operation of law or
otherwise, become a liability of Holdings or any of its Subsidiaries); to the
knowledge of Holdings or any of its Subsidiaries, no action, suit, proceeding,
hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is
pending, expected or threatened; no proceedings have been instituted to
terminate, or to appoint a trustee to administer, any Plan; no condition exists
which presents a material risk to Holdings or any Subsidiary of Holdings or any
ERISA Affiliate of incurring a material liability to or on account of a Plan
pursuant to the foregoing provisions of ERISA and the Code; using actuarial
assumptions and computation methods consistent with subpart 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of Holdings and its Subsidiaries
and its ERISA Affiliates to all Plans which are multiemployer plans (as defined
in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom,
as of the close of the most recent fiscal year of each such Plan ended prior to
the date of the most recent Credit Event, would not result in a Material Adverse
Effect; each group health plan (as defined in


                                      -49-
<Page>


Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has
covered employees or former employees of Holdings, any Subsidiary of Holdings,
or any ERISA Affiliate has at all times been operated in compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the
Code, except to the extent that any noncompliance would not result in a material
liability; no lien imposed under the Code or ERISA on the assets of Holdings or
any Subsidiary of Holdings or any ERISA Affiliate exists or is likely to arise
on account of any Plan; and Holdings and its Subsidiaries do not maintain or
contribute to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) which provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any employee pension benefit
plan (as defined in Section 3(2) of ERISA) the obligations with respect to which
could reasonably be expected to have a Material Adverse Effect.

          (b) Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. Neither
Holdings nor any of its Subsidiaries has incurred any material obligation in
connection with the termination of or withdrawal from any Foreign Pension Plan.
The present value of the accrued benefit liabilities (whether or not vested)
under each Foreign Pension Plan which is funded, determined as of the end of the
most recently ended fiscal year of Holdings on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of
the assets of such Foreign Pension Plan by more than $5,000,000, and for each
Foreign Pension Plan which is not funded, the obligations of such Foreign
Pension Plan are properly accrued.

          6.16 CAPITALIZATION. (a) On the Initial Borrowing Date, the authorized
capital stock of Holdings shall consist of 50,000,000 shares of common stock,
$0.01 par value per share, of which 39,929,449 shares shall be issued and
outstanding (such authorized shares of common stock, together with any
subsequently authorized shares of common stock of Holdings, the "Holdings Common
Stock"). All such outstanding shares have been duly and validly issued, are
fully paid and nonassessable. Except as set forth on Annex X hereto, as of the
Initial Borrowing Date, Holdings does not have outstanding any securities
convertible into or exchangeable for its capital stock or outstanding any rights
to subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

          (b) On the Initial Borrowing Date and after giving effect to the
Transaction and the other transactions contemplated hereby, the authorized
capital stock of the Borrower shall consist of 1,000 shares of common stock,
$0.01 par value per share, all of which shares shall be issued and outstanding
and owned by Holdings. All such outstanding shares have been duly and validly
issued and are fully paid and nonassessable. The Borrower does not have
outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any rights to subscribe for or to purchase, or any options
for the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock or any stock appreciation or similar rights.


                                      -50-
<Page>

          6.17 SUBSIDIARIES. On and as of the Initial Borrowing Date and after
giving effect to the consummation of the Transaction, Holdings has no
Subsidiaries other than the Borrower and its Subsidiaries, and the Borrower has
no Subsidiaries other than those Subsidiaries listed on Annex V. Annex V
correctly sets forth, as of the Initial Borrowing Date and after giving effect
to the Transaction, the percentage ownership (direct and indirect) of Holdings
in each class of capital stock or other Equity Interests of each of its
Subsidiaries and also identifies the direct owner thereof. All outstanding
shares of capital stock or other Equity Interests of each Subsidiary of the
Borrower have been duly and validly issued, and, to the extent relevant for the
respective Equity Interests, are fully paid and non-assessable and have been
issued free of preemptive rights. No Subsidiary of the Borrower has outstanding
any securities convertible into or exchangeable for its capital stock or other
Equity Interests or outstanding any right to subscribe for or to purchase, or
any options or warrants for the purchase of, or any agreement providing for the
issuance (contingent or otherwise) of or any calls, commitments or claims of any
character relating to, its capital stock or other Equity Interests or any stock
appreciation or similar rights.

          6.18 INTELLECTUAL PROPERTY. Holdings and each of its Subsidiaries owns
or holds a valid license to use all the material patents, trademarks, permits,
service marks, trade names, technology, know-how and formulas or other rights
with respect to the foregoing, free from restrictions that are materially
adverse to the use thereof, that are used in the operation of the business of
Holdings and each of its Subsidiaries as presently conducted.

          6.19 COMPLIANCE WITH STATUTES, ETC. Holdings and each of its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including compliance with all applicable Environmental Laws
with respect to any Real Property or governing its business and the requirements
of any permits issued under such Environmental Laws with respect to any such
Real Property or the operations of Holdings or any of its Subsidiaries), except
such non-compliances as, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect.

          6.20 ENVIRONMENTAL MATTERS. (a) Holdings and each of its Subsidiaries
have complied with, and on the date of each Credit Event are in compliance with,
all applicable Environmental Laws and the requirements of any permits issued
under such Environmental Laws. There are no pending or, to the knowledge of
Holdings and the Borrower, past or threatened Environmental Claims against
Holdings or any of its Subsidiaries or any Real Property owned or operated by
Holdings or any of its Subsidiaries that individually or in the aggregate would
reasonably be expected to have a Material Adverse Effect. There are no facts,
circumstances, conditions or occurrences on any Real Property owned or operated
by Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the
Borrower, on any property adjoining or in the vicinity of any such Real Property
that would reasonably be expected (i) to form the basis of an Environmental
Claim against Holdings or any of its Subsidiaries or any such Real Property
that, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect or (ii) to cause any such Real Property to be subject to
any restrictions on the ownership, occupancy, use or transferability of such
Real Property by Holdings or any of its Subsidiaries under any applicable
Environmental Law.


                                      -51-
<Page>


          (b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property owned or
operated by Holdings or any of its Subsidiaries where such generation, use,
treatment or storage has violated or would reasonably be expected to violate any
Environmental Law. Hazardous Materials have not at any time been Released on or
from any Real Property owned or operated by Holdings or any of its Subsidiaries.
There are not now any underground storage tanks located on any Real Property
owned or operated by Holdings or any of its Subsidiaries.

          (c) Notwithstanding anything to the contrary in this Section 6.20, the
representations made in this Section 6.20 shall only be untrue if the aggregate
effect of all restrictions, failures, noncompliance, Environmental Claims,
Releases and presence of underground storage tanks, in each case of the types
described above, would reasonably be expected to have a Material Adverse Effect.

          6.21 PROPERTIES. All Real Property owned or leased by Holdings or any
of its U.S. Subsidiaries as of the Initial Borrowing Date and after giving
effect to the Transaction, and the nature of the interest therein, is correctly
set forth in Annex III. Holdings and each of its Subsidiaries has good and
marketable title to, or a validly subsisting leasehold interest in, all material
properties owned or leased by it, including all Real Property reflected in Annex
III and in the financial statements referred to in Section 6.10(b), free and
clear of all Liens, other than Permitted Liens.

          6.22 LABOR RELATIONS. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to have a
Material Adverse Effect. There is (i) no unfair labor practice complaint pending
against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and
the Borrower, threatened against any of them, before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against Holdings or any
of its Subsidiaries or, to the knowledge of Holdings and the Borrower,
threatened against any of them, (ii) no strike, labor dispute, slowdown or
stoppage pending against Holdings or any of its Subsidiaries or, to the best
knowledge of Holdings and the Borrower, threatened against Holdings or any of
its Subsidiaries and (iii) to the knowledge of Holdings and the Borrower, no
union representation question existing with respect to the employees of Holdings
or any of its Subsidiaries and, to the knowledge of Holdings and the Borrower,
no union organizing activities are taking place, except (with respect to any
matter specified in clause (i), (ii) or (iii) above, either individually or in
the aggregate) such as would not reasonably be expected to have a Material
Adverse Effect.

          6.23 TAX RETURNS AND PAYMENTS. All U.S. Federal income, material state
income and other material returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of Holdings and/or any of its Subsidiaries have been timely filed
with the appropriate taxing authority. The Returns accurately reflect all
liability for taxes of Holdings and its Subsidiaries for the periods covered
thereby. Holdings and each of its Subsidiaries have paid all taxes payable by
them other than taxes which are not yet due and payable, and other than those
contested in good faith by appropriate proceedings and for which adequate
reserves have been established in accordance with GAAP. Except as disclosed in
the financial statements referred to in Section 6.10(b), there is no material


                                      -52-
<Page>


action, suit, proceeding, investigation, audit, or claim now pending or, to the
knowledge of Holdings and the Borrower, threatened by any authority regarding
any taxes relating to Holdings or any of its Subsidiaries. Except as set forth
on Annex IX, as of the Initial Borrowing Date, neither Holdings nor any of its
Subsidiaries has entered into an agreement or waiver or been requested to enter
into an agreement or waiver extending any statute of limitations relating to the
payment or collection of taxes of Holdings or any of its Subsidiaries, or is
aware of any circumstances that would cause the taxable years or other taxable
periods of Holdings or any of its Subsidiaries not to be subject to the normally
applicable statute of limitations. Neither Holdings nor any of its Subsidiaries
have provided, with respect to themselves or property held by them, any consent
under Section 341 of the Code.

          6.24 EXISTING INDEBTEDNESS. (a) Part A of Annex VII sets forth a true
and complete list of all Indebtedness of Holdings and its Subsidiaries as of the
Initial Borrowing Date (the "Scheduled Existing Indebtedness") which is to
remain outstanding after giving effect to the Transaction, but excluding (x) the
Obligations, (y) Indebtedness under the Rollover Senior Subordinated Note
Documents and (z) Existing Intercompany Debt, in each case showing the aggregate
principal amount thereof and the name of the respective borrower and any Credit
Party or any of its Subsidiaries which directly or indirectly guarantees such
debt.

          (b) Part B of Annex VII lists all Indebtedness of Holdings and its
Subsidiaries as of the Initial Borrowing Date which is to remain outstanding
after giving effect to the Transaction which is owed to Holdings, the Borrower
and/or any of their respective Subsidiaries (with all of such Indebtedness being
herein called "Existing Intercompany Debt" and, together with the Scheduled
Existing Indebtedness, the "Existing Indebtedness").

          (c) Part C of Annex VII sets forth a true and complete list of all
Indebtedness of Holdings and its Subsidiaries (including Indebtedness under the
Existing Credit Agreement and the DIP Credit Agreement) to be refinanced
pursuant to the Refinancing (the "Indebtedness to be Refinanced"), in each case
showing the aggregate principal amount thereof, the name of the respective
borrower and any other entity which directly or indirectly guaranteed such
Indebtedness and the outstanding amount thereof on the Initial Borrowing Date
(before giving effect to the Transaction).

          6.25 SUBORDINATION. The subordination provisions contained in the
Rollover Senior Subordinated Note Documents are enforceable against the
Borrower, Holdings, the Subsidiary Guarantors and the holders of the Rollover
Senior Subordinated Notes, and all Obligations hereunder and under the other
Credit Documents (including, without limitation, the Subsidiary Guaranty) are
within the definitions of "Senior Debt" (or "Guarantor Senior Debt", in the case
of the obligations of Holdings or any Subsidiary Guarantor) and "Designated
Senior Debt" included in such subordination provisions.

          6.26 LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED
ORGANIZATION); JURISDICTION OF ORGANIZATION; ETC. Annex XV attached hereto
contains the exact legal name of each Credit Party, the type of organization of
each Credit Party, whether or not such Credit Party is a registered
organization, the jurisdiction of organization of each Credit Party, and the
organizational identification number (if any) of each Credit Party. To the
extent that any Credit Party does not have an organizational identification
number on the date hereof and later obtains


                                      -53-
<Page>


one, such Credit Party shall (and Holdings shall cause such Credit Party to)
promptly thereafter notify the Collateral Agent of such organizational
identification number and shall take all actions reasonably satisfactory to the
Collateral Agent to the extent necessary to maintain the security interest of
the Collateral Agent in the Collateral intended to be granted hereby fully
perfected and in full force and effect.

          SECTION 7. AFFIRMATIVE COVENANTS. Holdings and the Borrower hereby
covenant and agree that on the Effective Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters of
Credit or Notes are outstanding and the Loans and Unpaid Drawings, together with
interest, Fees and all other Obligations (other than any indemnities described
in Section 12.13 hereof which are not then due and payable) incurred hereunder,
are paid in full:

          7.01 INFORMATION COVENANTS. Holdings will furnish to each Lender:

          (a) MONTHLY REPORTS. On or prior to the relevant Monthly Reporting
     Date, the consolidated balance sheet of Holdings and its Subsidiaries as at
     the end of the relevant month and the related consolidated statements of
     income and retained earnings and of cash flows for such month and for the
     elapsed portion of the fiscal year ended with the last day of such month,
     setting forth comparative figures for the corresponding month in the prior
     fiscal year, all of which shall be certified by the chief financial officer
     or other Authorized Officer of Holdings, subject to normal year-end audit
     adjustments.

          (b) QUARTERLY FINANCIAL STATEMENTS. Within 45 days (or if Holdings is
     a "reporting company", such fewer number of days as quarterly financial
     statements for a "reporting company" are required to be filed by the SEC)
     after the close of each quarterly accounting period in each fiscal year of
     Holdings, the consolidated balance sheet of Holdings and its Subsidiaries
     as at the end of such quarterly accounting period and the related
     consolidated statements of income and retained earnings and of cash flows
     for such quarterly accounting period and for the elapsed portion of the
     fiscal year ended with the last day of such quarterly accounting period,
     all of which shall be in reasonable detail and certified by the chief
     financial officer or other Authorized Officer of Holdings that they fairly
     present in all material respects the financial condition of Holdings and
     its Subsidiaries as of the dates indicated and the results of their
     operations and changes in their cash flows for the periods indicated,
     subject to normal year-end audit adjustments.

          (c) ANNUAL FINANCIAL STATEMENTS. Within 90 days (or if Holdings is a
     "reporting company", such fewer number of days as the annual report for a
     "reporting company" is required to be filed by the SEC) after the close of
     each fiscal year of Holdings, the consolidated balance sheet of Holdings
     and its Subsidiaries as at the end of such fiscal year and the related
     consolidated statements of income and retained earnings and of cash flows
     for such fiscal year (and separate supplemental information setting forth
     comparable budgeted figures for such fiscal year and comparative
     consolidated figures for the preceding year) certified by
     PricewaterhouseCoopers LLP or such other independent certified public
     accountants of recognized national standing as shall be reasonably
     acceptable to the Administrative Agent (and not qualified in any material
     respect as to scope of audit), in each case to the effect that such
     statements fairly present


                                      -54-
<Page>


     in all material respects the financial condition of Holdings and its
     Subsidiaries as of the dates indicated and the results of their operations
     and changes, together with a certificate of such accounting firm stating
     that in the course of its regular audit of the business of Holdings and its
     Subsidiaries, which audit was conducted in accordance with generally
     accepted auditing standards, no Default or Event of Default related or
     relating solely to financial accounting covenants which has occurred and is
     continuing has come to their attention or, if such a Default or Event of
     Default has come to their attention, a statement as to the nature thereof.

          (d) BUDGETS, ETC. Not more than 90 days after the commencement of each
     fiscal year of Holdings (or, if earlier, the date of the delivery of the
     annual financial statements of Holdings pursuant to Section 7.01(c) above),
     budgets of Holdings and its Subsidiaries in reasonable detail for each of
     the four fiscal quarters of such fiscal year and for the immediately
     succeeding fiscal year, in each case as customarily prepared by management
     for its internal use setting forth, with appropriate discussion, the
     principal assumptions upon which such budgets are based. Together with each
     delivery of financial statements pursuant to Section 7.01(b) and (c), a
     comparison of the current year to date financial results (other than in
     respect of the balance sheets included therein) against the budgets
     required to be submitted pursuant to this clause (d) shall be presented.

          (e) OFFICER'S CERTIFICATES. At the time of the delivery of the
     financial statements provided for in Section 7.01(b) and (c), a certificate
     of the chief financial officer or other Authorized Officer of Holdings to
     the effect that no Default or Event of Default exists or, if any Default or
     Event of Default does exist, specifying the nature and extent thereof,
     which certificate shall set forth the calculations required to establish
     whether Holdings and its Subsidiaries were in compliance with the
     provisions of Sections 4.02, 8.02, 8.03, 8.04, 8.06, 8.07, 8.09, 8.10, 8.11
     and 8.12, and the calculation of the Leverage Ratio as at the end of such
     fiscal quarter or year, as the case may be. In addition, at the time of the
     delivery of the financial statements provided for in Section 7.01(c), a
     certificate of the chief financial officer or other Authorized Officer of
     Holdings setting forth the amount of, and calculations required to
     establish the amount of, Excess Cash Flow for the Excess Cash Flow Period
     ending on the last day of the respective fiscal year.

          (f) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event within
     five Business Days (or 10 Business Days in the case of clause (y) below)
     after any Authorized Officer of Holdings or any of its Subsidiaries obtains
     knowledge thereof, notice of (x) the occurrence of any event which
     constitutes a Default or an Event of Default, which notice shall specify
     the nature thereof, the period of existence thereof and what action
     Holdings or the Borrower proposes to take with respect thereto and shall
     state that such notice is a "notice of default" and (y) the commencement
     of, or threat of, or any significant development in, any litigation or
     governmental proceeding pending against Holdings or any of its Subsidiaries
     which has had, or is likely to have, a Material Adverse Effect or a
     material adverse effect on the ability of any Credit Party to perform its
     respective obligations hereunder or under any other Credit Document.

          (g) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy of each
     report or "management letter" submitted to Holdings or any of its
     Subsidiaries by its independent


                                      -55-
<Page>


     accountants in connection with any annual, interim or special audit made by
     them of the books of Holdings or any of its Subsidiaries.

          (h) ENVIRONMENTAL MATTERS. Promptly after obtaining knowledge of any
     of the following, written notice of:

               (i) any pending or threatened material Environmental Claim
          against Holdings or any of its Subsidiaries or any Real Property owned
          or operated by Holdings or any of its Subsidiaries;

               (ii) any condition or occurrence on any Real Property owned or
          operated by Holdings or any of its Subsidiaries that (x) results in
          material noncompliance by Holdings or any of its Subsidiaries with any
          applicable Environmental Law or (y) could reasonably be anticipated to
          form the basis of a material Environmental Claim against Holdings or
          any of its Subsidiaries or any such Real Property;

               (iii) any condition or occurrence on any Real Property owned or
          operated by Holdings or any of its Subsidiaries that could reasonably
          be anticipated to cause such Real Property to be subject to any
          material restrictions on the ownership, occupancy, use or
          transferability by Holdings or its Subsidiary, as the case may be, of
          its interest in such Real Property under any Environmental Law; and

               (iv) the taking of any material removal or remedial action in
          response to the actual or alleged presence of any Hazardous Material
          on any Real Property owned or operated by Holdings or any of its
          Subsidiaries where Holdings or any of its Subsidiaries is, or is
          reasonably expected to be, responsible for the cost of such action or
          where the taking of such action could reasonably be expected to
          materially interfere with the operations of Holdings or any of its
          Subsidiaries at such Real Property.

          All such notices shall describe in reasonable detail the nature of the
     claim, investigation, condition, occurrence or removal or remedial action
     and Holdings' or the Borrower's response thereto. In addition, Holdings
     agrees to provide the Lenders with copies of all material communications by
     Holdings or any of its Subsidiaries with any Person, government or
     governmental agency relating to Environmental Claims, and such detailed
     reports of any Environmental Claim as may reasonably be requested by an
     Agent, the Collateral Agent or the Required Lenders.

          (i) OTHER INFORMATION. Promptly upon transmission thereof, copies of
     any filings and registrations with, and reports to, the SEC by Holdings or
     any of its Subsidiaries and copies of all financial statements, proxy
     statements, notices and reports as Holdings or any of its Subsidiaries
     shall generally send to analysts or the holders of their Equity Interests
     or of Permitted Holdings PIK Securities or Rollover Senior Subordinated
     Notes in their capacity as such holders (in each case to the extent not
     theretofore delivered to the Lenders pursuant to this Agreement) and, with
     reasonable promptness, such other


                                      -56-
<Page>


     information or documents (financial or otherwise) as an Agent or the
     Collateral Agent on its own behalf or on behalf of any Lender may
     reasonably request from time to time.

          7.02 BOOKS, RECORDS AND INSPECTIONS. Holdings will, and will cause
each of its Subsidiaries to, permit, upon notice to the chief financial officer
or other Authorized Officer of Holdings or the Borrower, (x) officers and
designated representatives of any Agent or any Lender to visit and inspect any
of the properties or assets of Holdings and any of its Subsidiaries in
whomsoever's possession, and to examine the books of account of Holdings and any
of its Subsidiaries and discuss the affairs, finances and accounts of Holdings
and of any of its Subsidiaries with, and be advised as to the same by, their
officers and independent accountants, all at such reasonable times and intervals
and to such reasonable extent as such Agent or such Lender may desire and (y)
the Administrative Agent, at the request of the Required Lenders, to conduct
(itself or through its designated agents), at Holdings' and the Borrower's
reasonable expense, an audit of the accounts receivable and/or inventories of
Holdings and its Subsidiaries at such times (but no more frequently than once a
year unless an Event of Default has occurred and is continuing) as the Required
Lenders shall reasonably require.

          7.03 INSURANCE. Holdings will, and will cause each of its Subsidiaries
to, at all times from and after the Effective Date maintain in full force and
effect insurance with reputable and solvent insurance carriers in such amounts,
covering such risks and liabilities and with such deductibles or self-insured
retentions as are in accordance with normal industry practice. At any time that
insurance at the levels described in Annex VI is not being maintained by
Holdings and its Subsidiaries, Holdings will notify the Lenders in writing
thereof and, if thereafter notified by the Administrative Agent to do so,
Holdings will obtain insurance at such levels to the extent then generally
available (but in any event within the deductible or self-insured retention
limitations set forth in the preceding sentence) or otherwise as are acceptable
to the Administrative Agent. Holdings will furnish to the Administrative Agent
on the Initial Borrowing Date and on each date on which financial statements are
delivered pursuant to Section 7.01(c) a summary of the insurance carried in
respect of Holdings and its Subsidiaries and the assets of Holdings and its
Subsidiaries, together with certificates of insurance and other evidence of such
insurance, if any, naming the Collateral Agent as certificate holder, mortgagee,
loss payee and/or additional insured, as applicable.

          7.04 PAYMENT OF TAXES. Holdings will pay and discharge, and will cause
each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which material
penalties attach thereto, and all lawful claims for sums that have become due
and payable which, if unpaid, might become a Lien not otherwise permitted under
Section 8.03(a) or charge upon any properties of Holdings or any of its
Subsidiaries; PROVIDED, that neither Holdings nor any of its Subsidiaries shall
be required to pay any such tax, assessment, charge, levy or claim which is
being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP.

          7.05 COMPANY FRANCHISES. Holdings will do, and will cause each of its
Subsidiaries to do, or cause to be done, all things necessary to preserve and
keep in full force and effect its existence and its material rights, franchises
and authority to do business; PROVIDED,


                                      -57-
<Page>


HOWEVER, that any transaction permitted by Section 8.02 will not constitute a
breach of this Section 7.05.

          7.06 COMPLIANCE WITH STATUTES, ETC. Holdings will, and will cause each
of its Subsidiaries to, comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls) other than such
non-compliances as would not, individually or in the aggregate, have a Material
Adverse Effect or a material adverse effect on the ability of any Credit Party
to perform its obligations under any Credit Document to which it is a party.

          7.07 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) Holdings will pay, and
will cause each of its Subsidiaries to pay, all costs and expenses incurred by
it in keeping in compliance with all Environmental Laws, and will keep or cause
to be kept all Real Properties free and clear of any Liens imposed pursuant to
such Environmental Laws; and (b) neither Holdings nor any of its Subsidiaries
will generate, use, treat, store, release or dispose of, or permit the
generation, use, treatment, storage, release or disposal of, Hazardous Materials
on any Real Property, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property, unless the failure to comply with
the requirements specified in clause (a) or (b) above, either individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect. If Holdings or any of its Subsidiaries, or any tenant or occupant of any
Real Property, cause or permit any intentional or unintentional act or omission
resulting in the presence or Release of any Hazardous Material (except in
compliance with applicable Environmental Laws), each of Holdings and the
Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants
or occupants to undertake, at their sole expense, any clean up, removal,
remedial or other action required pursuant to Environmental Laws to remove and
clean up any Hazardous Materials from any Real Property; PROVIDED that neither
Holdings nor any of its Subsidiaries shall be required to comply with any such
order or directive which is being contested in good faith and by proper
proceedings so long as it has maintained adequate reserves with respect to such
compliance to the extent required in accordance with GAAP.

          7.08 ERISA. As soon as possible and, in any event, within 10 days
after Holdings or any Subsidiary of Holdings or any ERISA Affiliate knows or has
reason to know of the occurrence of any of the following events to the extent
that one or more of such events is reasonably likely to result in a material
liability to Holdings or any Subsidiary of Holdings, Holdings will deliver to
each of the Lenders a certificate of the chief financial officer or other
Authorized Officer of Holdings setting forth details as to such occurrence and
the action, if any, which Holdings, such Subsidiary or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given or filed by Holdings, such Subsidiary, the Plan administrator or such
ERISA Affiliate to or with the PBGC or any other government agency, or a Plan
participant and any notices received by Holdings, such Subsidiary or ERISA
Affiliate from the PBGC or any other government agency, or a Plan participant
with respect thereto: that a Reportable Event has occurred, a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title
IV of ERISA is subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event
described in subsections .62, .63, .64, .65, .66, .67 or .68 of PBGC


                                      -58-
<Page>


Regulation Section 4043 is reasonably expected to occur with respect to such
Plan within the following 30 days, that an accumulated funding deficiency
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has been
incurred or an application may be or has been made to the Secretary of the
Treasury for a waiver or modification of the minimum funding standard (including
any required installment payments) or an extension of any amortization period
under Section 412 of the Code or Section 303 or 304 ERISA with respect to a
Plan; that a contribution required to be made to a Plan or Foreign Pension Plan
has not been timely made; that a Plan has been or may be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA; that a
Plan has an Unfunded Current Liability which, when added to the aggregate amount
of the Unfunded Current Liability with respect to all other Plans, exceeds
$50,000,000; that proceedings may be or have been instituted to terminate or
appoint a trustee to administer a Plan; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that Holdings, any Subsidiary of Holdings or any ERISA Affiliate will or may
incur any liability (including any contingent or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or
502(l) of ERISA or with respect to a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that Holdings or any Subsidiary of Holdings has or may incur any
liability under any employee welfare benefit plan (within the meaning of Section
3(1) of ERISA) that provides benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or any employee
pension benefit plan (as defined in Section 3(2) of ERISA) or Foreign Pension
Plan. The Borrower will deliver to Lenders copies of any records, documents or
other information that must be furnished to the PBGC with respect to any Plan
pursuant to Section 4010 of ERISA. At the request of any Lender, Holdings will
deliver to such Lender a complete copy of the annual report (Form 5500) of each
Plan including, to the extent required, the related financial and actuarial
statements and opinions and other supporting statements, certifications,
schedules and information required to be filed with the Internal Revenue Service
and the PBGC Form 1 (or Form 1-EZ or 1-ES) required to be filed with the PBGC.
In addition to any forms, certificates or notices delivered to the Lenders
pursuant to the first sentence hereof and other than those referred to in the
immediately preceding sentence, copies of any records, documents or other
information required to be furnished to the PBGC or any other government agency,
and any material notices received by Holdings, any Subsidiary of Holdings or any
ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be
delivered to the Lenders no later than ten (10) days after the date such
records, documents and/or information has been furnished to the PBGC or any
other government agency or such notice has been received by Holdings, the
Subsidiary or the ERISA Affiliate, as applicable. Holdings and each of its
applicable Subsidiaries shall ensure that all Foreign Pension Plans administered
by it or into which it makes payments obtains or retains (as applicable)
registered status under and as required by applicable law and is administered in
a timely manner in all respects in compliance with all applicable laws except
where the failure to do any of the foregoing would not be reasonably likely to
result in a material adverse effect upon the business, operations, condition
(financial or otherwise) or prospects of Holdings or any Subsidiary of Holdings.
If, at any time after the Initial Borrowing Date, Holdings, any Subsidiary of
Holdings or any ERISA Affiliate maintains, or contributes to (or incurs an
obligation to contribute to), a pension plan as defined in Section 3(2) of ERISA
which is not set forth on Annex XVI, as the same may be updated from


                                      -59-
<Page>


time to time, then Holdings shall deliver to the Administrative Agent an updated
Annex XVI as soon as possible and, in any event, within ten (10) Business Days
after Holdings, such Subsidiary or such ERISA Affiliate maintains or contributes
to (or incurs an obligation to contribute to), such pension plan. Such updated
Annex XVI shall supersede and replace the existing Annex XVI.

          7.09 GOOD REPAIR. Holdings will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used in its
business are kept in good repair, working order and condition, normal wear and
tear and damage by casualty excepted, and, subject to Section 8.09, that from
time to time there are made in such properties and equipment all needful and
proper repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner useful or customary for
companies in similar businesses.

          7.10 END OF FISCAL YEARS; FISCAL QUARTERS. Holdings will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (ii) each of
its, and each of its Subsidiaries', fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.

          7.11 ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) Holdings will, and
will cause each of its U.S. Subsidiaries (and subject to Section 7.15, each of
its Foreign Subsidiaries) to, grant to the Collateral Agent security interests
and mortgages in such assets and properties of Holdings and its Subsidiaries as
are not covered by the Security Documents, and as may be reasonably requested
from time to time by the Agents, the Collateral Agent or the Required Lenders
(collectively, the "Additional Security Documents"). All such security interests
and mortgages shall be granted pursuant to documentation reasonably satisfactory
in form and substance to the Administrative Agent and the Collateral Agent and
shall constitute valid and enforceable perfected security interests and
mortgages superior to and prior to the rights of all third Persons and subject
to no other Liens except for Permitted Liens. The Additional Security Documents
or instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral Agent required to be granted
pursuant to the Additional Security Documents and all taxes, fees and other
charges payable in connection therewith shall have been paid in full.

          (b) Holdings will, and will cause each of its Subsidiaries to, at the
expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, real
property surveys, reports and other assurances or instruments and take such
further steps relating to the collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require. Furthermore, Holdings
shall cause to be delivered to the Collateral Agent such opinions of counsel,
title insurance and other related documents as may be reasonably requested by an
Agent or the Collateral Agent to assure themselves that this Section 7.11 has
been complied with.


                                      -60-
<Page>


          (c) If the Collateral Agent or the Required Lenders determine that
they are required by law or regulation to have appraisals prepared in respect of
the Real Property of Holdings and its Subsidiaries constituting Collateral, the
Borrower shall provide to the Collateral Agent appraisals which satisfy the
applicable requirements of the Real Estate Appraisal Reform Amendments of the
Financial Institution Reform, Recovery and Enforcement Act of 1989 and which
shall be in form and substance satisfactory to the Administrative Agent.

          (d) Holdings and the Borrower agree that each action required above by
this Section 7.11 shall be completed as soon as possible, but in no event later
than 90 days after such action is either requested to be taken by an Agent, the
Collateral Agent or the Required Lenders or required to be taken by Holdings and
its Subsidiaries pursuant to the terms of this Section 7.11; PROVIDED that in no
event shall Holdings or the Borrower be required to take any action, other than
using its commercially reasonable efforts, to obtain consents from third parties
with respect to its compliance with this Section 7.11.

          7.12 INTEREST RATE PROTECTION. The Borrower shall no later than 90
days following the Initial Borrowing Date enter into, and thereafter maintain,
Interest Rate Protection Agreements, satisfactory to the Administrative Agent,
with a term of at least two years, establishing a fixed or maximum interest rate
acceptable to the Administrative Agent in respect of at least 35% of the initial
Principal Amount of the Term Loans.

          7.13 MAINTENANCE OF COMPANY SEPARATENESS. Holdings will, and will
cause each of its Subsidiaries to, satisfy customary Company formalities,
including the maintenance of Company records. Neither Holdings nor any other
Credit Party shall make any payment to a creditor of any Non-Guarantor
Subsidiary in respect of any liability of any Non-Guarantor Subsidiary, and no
bank account of any Non-Guarantor Subsidiary shall be commingled with any bank
account of Holdings or any other Credit Party. Any financial statements
distributed to any creditors of any Non-Guarantor Subsidiary shall clearly
establish or indicate the Company separateness of such Non-Guarantor Subsidiary
from Holdings and its other Subsidiaries. Finally, neither Holdings nor any of
its Subsidiaries shall take any action, or conduct its affairs in a manner,
which is likely to result in the Company existence of Holdings, the Borrower,
any other Credit Party or any Non-Guarantor Subsidiary being ignored, or in the
assets and liabilities of Holdings or any other Credit Party being substantively
consolidated with those of any other such Person or any Non-Guarantor Subsidiary
in a bankruptcy, reorganization or other insolvency proceeding.

          7.14 PERMITTED HOLDINGS PIK SECURITIES. Holdings shall pay all
dividends or interest, as the case may be, on the Permitted Holdings PIK
Securities (if any) solely through the issuance of additional Permitted Holdings
PIK Securities rather than in cash; PROVIDED that in lieu of issuing additional
Permitted Holdings PIK Securities as dividend or interest payments, Holdings may
increase the liquidation preference or outstanding principal amount, as the case
may be, of the outstanding Permitted Holdings PIK Securities in respect of which
such dividends or interest have accrued.

          7.15 FOREIGN SUBSIDIARIES SECURITY. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower acceptable to the Administrative Agent and


                                      -61-
<Page>


the Required Lenders does not within 30 days after a request from the
Administrative Agent or the Required Lenders deliver evidence, in form and
substance reasonably satisfactory to the Administrative Agent and the Required
Lenders, with respect to any Foreign Subsidiary which has not already had all of
its Equity Interests pledged pursuant to the applicable Pledge Agreement that
(i) a pledge of 66-2/3% or more of the total combined voting power of all
classes of Equity Interests of such Foreign Subsidiary entitled to vote, (ii)
the entering into by such Foreign Subsidiary of a security agreement in
substantially the form of the Security Agreement, (iii) the entering into by
such Foreign Subsidiary of a pledge agreement in substantially the form of the
U.S. Pledge Agreement and (iv) the entering into by such Foreign Subsidiary of a
guaranty in substantially the form of the Subsidiary Guaranty, in any such case
would cause the undistributed earnings of such Foreign Subsidiary as determined
for Federal income tax purposes to be treated as a deemed dividend to such
Foreign Subsidiary's United States parent for Federal income tax purposes, then
(I) in the case of a failure to deliver the evidence described in clause (i)
above, that portion of such Foreign Subsidiary's outstanding Equity Interests so
issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant
to the applicable Pledge Agreement shall be pledged to the Collateral Agent for
the benefit of the Secured Creditors pursuant to the applicable Pledge Agreement
(or another pledge agreement in substantially similar form, if needed), (II) in
the case of a failure to deliver the evidence described in clause (ii) above,
such Foreign Subsidiary shall execute and deliver the Security Agreement (or, if
needed, another security agreement in the form required to establish a first
priority perfected lien in the relevant jurisdiction), granting to the
Collateral Agent for the benefit of the Secured Creditors a security interest in
all of such Foreign Subsidiary's assets (other than the capital stock, other
Equity Interests and promissory notes owned by such Foreign Subsidiary) and
securing the Obligations of the Borrower under the Credit Documents and under
any Interest Rate Protection Agreement or Other Hedging Agreement entered into
with a Secured Creditor and, in the event the Subsidiary Guaranty (or
substantially similar guaranty) shall have been executed by such Foreign
Subsidiary, the obligations of such Foreign Subsidiary thereunder, (III) in the
case of a failure to delivery the evidence described in clause (iii) above, such
Foreign Subsidiary shall execute and deliver the U.S. Pledge Agreement (or, if
needed, another pledge agreement in the form required to establish a first
priority perfected lien in the relevant jurisdiction), granting to the
Collateral Agent for the benefit of the Secured Creditors a security interest in
all of the capital stock, other Equity Interests and promissory notes owned or
held by such Foreign Subsidiary and securing the Obligations of the Borrower
under the Credit Documents and under any Interest Rate Protection Agreement or
Other Hedging Agreement entered into with a Secured Creditor and, in the event
the Subsidiary Guaranty (or substantially similar guaranty) shall have been
executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary
thereunder and (IV) in the case of a failure to deliver the evidence described
in clause (iv) above, such Foreign Subsidiary shall execute and deliver the
Subsidiary Guaranty (or another guaranty in substantially similar form, if
needed), guaranteeing the Obligations of the Borrower under the Credit Documents
and under any Interest Rate Protection Agreement or Other Hedging Agreement
entered into with a Secured Creditor, in each case to the extent that the
entering into of the Security Agreement, the U.S. Pledge Agreement or the
Subsidiary Guaranty (or similar agreement or guaranty) is permitted by the laws
of the respective foreign jurisdiction and with all documents delivered pursuant
to this Section 7.15 to be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.


                                      -62-
<Page>


          7.16 CONTRIBUTIONS; PAYMENTS. (a) Holdings will contribute as an
equity contribution to the capital of the Borrower upon its receipt thereof, any
cash proceeds (net of reasonable costs associated with such sale or issuance)
received by Holdings from any sale or issuance of its Equity Interests or any
cash capital contributions received by Holdings.

          (b) The Borrower will use the proceeds of all equity contributions
received by it from Holdings as provided in clause (a) above toward the
repayment of Loans to the extent required by Sections 3.03 and/or 4.02.

          7.17 EXCLUDED PLEDGE SUBSIDIARIES. If, at the time of the delivery of
the financial statements provided in Section 7.01(c), the aggregate book value
of the gross assets, or the aggregate net revenues for the last four fiscal
quarters, of the Excluded Pledge Subsidiaries at such time exceeds at any time
10.0% of the book value of consolidated gross assets or consolidated net
revenues, as the case may be, of Holdings and its Subsidiaries, then upon the
request of the Administrative Agent or the Required Lenders, Holdings or the
relevant Credit Party shall, within 90 days following such request, pledge the
capital stock or other Equity Interests of such of the then Excluded Pledge
Subsidiaries as the Borrower may select in its discretion (at which time any
such Excluded Pledge Subsidiary the Equity Interests of which are so pledged
shall cease to constitute an "Excluded Pledge Subsidiary" and Annex XIII shall
be deemed modified to reflect such change) as may be required to ensure that the
aggregate book value of the gross assets, or the aggregate net revenues for the
last four fiscal quarters, of the then Excluded Pledge Subsidiaries does not
exceed 10.0% of the book value of consolidated gross assets or consolidated net
revenues, as the case may be, of Holdings and its Subsidiaries, with any such
pledge of Equity Interests required pursuant to this proviso to be made in
accordance with the relevant requirements of the U.S. Pledge Agreement and
Section 12.22.

          7.18 MARGIN REGULATIONS. Holdings will take all actions so that at all
times the fair market value of all Margin Stock owned by Holdings and its
Subsidiaries (other than capital stock of Holdings held in treasury) shall not
exceed $2,500,000. So long as the covenant contained in the immediately
preceding sentence is complied with, all Margin Stock at any time owned by
Holdings and its Subsidiaries will not constitute Collateral and no security
interest shall be granted therein pursuant to any Credit Document. Without
excusing any violation of the first sentence of this Section 7.18, if at any
time the fair market value of all Margin Stock owned by the Borrower and its
Subsidiaries (other than capital stock of Holdings held in treasury) exceeds
$2,500,000, then (x) all Margin Stock owned by the Credit Parties (other than
capital stock of Holdings held in treasury) shall be pledged, and delivered for
pledge, pursuant to the U.S. Pledge Agreement and (y) the Borrower will execute
and deliver to the Lenders appropriate completed forms (including, without
limitation, Forms G-3 and U-1, as appropriate) establishing compliance with
Regulations U and X. If at any time any Margin Stock is required to be pledged
as a result of the provisions of the immediately preceding sentence, repayments
of outstanding Obligations shall be required, and subsequent Credit Events shall
be permitted, only in compliance with the applicable provisions of Regulations U
and X.

          SECTION 8. NEGATIVE COVENANTS. Holdings and the Borrower hereby
covenant and agree that as of the Effective Date and thereafter for so long as
this Agreement is in effect and until the Commitments have terminated, no
Letters of Credit (other than Letters of Credit, together with all Fees that
have accrued and will accrue thereon through the stated termination


                                      -63-
<Page>


date of such Letters of Credit, which have been supported in a manner
satisfactory to the respective Letter of Credit Issuer in its sole and absolute
discretion) or Notes are outstanding and the Loans and Unpaid Drawings, together
with interest, Fees and all other Obligations (other than any indemnities
described in Section 12.13 hereof which are not then due and payable) incurred
hereunder, are paid in full:

          8.01 CHANGES IN BUSINESS. (a) Holdings and its Subsidiaries will not
engage in any business other than the business engaged in by Holdings and its
Subsidiaries as of the Effective Date and activities directly related thereto,
and similar or related businesses.

          (b) Notwithstanding the foregoing, Holdings will not engage in any
business and will not own any significant assets (other than its ownership of
the capital stock of the Borrower and those obligations of officers and
employees of Holdings and its Subsidiaries permitted pursuant to Section
8.06(e)) or have any liabilities (other than those liabilities for which it is
responsible under this Agreement, the Documents to which it is a party, any
Shareholder Subordinated Notes and any Permitted Holdings PIK Security);
PROVIDED that Holdings may (i) issue Shareholder Subordinated Notes, Permitted
Holdings PIK Securities, shares of its preferred stock pursuant to the Rights
Plan as in effect on the Initial Borrowing Date, shares of Holdings Common Stock
and options and warrants to purchase Holdings Common Stock, (ii) engage in those
activities associated with expenses paid with Dividends made by the Borrower
pursuant to Section 8.07(iii) and (iii) engage in those activities that are
incidental to (x) the maintenance of its corporate existence in compliance with
applicable law, (y) legal, tax and accounting matters in connection with any of
the foregoing activities and (z) the entering into, and performing its
obligations under, this Agreement and the other Documents to which it is a
party.

          (c) Notwithstanding anything to the contrary contained in this
Agreement, the Special Purpose VFP Subsidiary will not engage in any business
other than acquiring instruments, accounts receivable related thereto and other
accounts receivable related to consumable products and services of the Borrower
and its Subsidiaries, and the related transactions pursuant to the Vendor
Financing Program.

          8.02 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC. Holdings
will not, and will not permit any of its Subsidiaries to, wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of all or any part of its property
or assets (other than inventory in the ordinary course of business through
distribution arrangements, vendor financial service programs or otherwise), or
enter into any partnerships, joint ventures or sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) of any
Person (or agree to do any of the foregoing at any future time), except that the
following shall be permitted:

          (a) the Borrower and its Subsidiaries may lease as lessee or lessor or
     license as licensee or licensor real or personal property in the ordinary
     course of business and otherwise in compliance with this Agreement, so long
     as any such lease or license by the Borrower or any of its Subsidiaries in
     its capacity as lessor or licensor, as the case may


                                      -64-
<Page>


     be, does not prohibit the granting of a Lien by the Borrower or any of its
     Subsidiaries pursuant to the Mortgages in the real property covered by such
     lease or pursuant to the Security Agreement in the personal property
     covered by such lease or license, as the case may be;

          (b) Capital Expenditures by the Borrower and its Subsidiaries to the
     extent not in violation of Section 8.09;

          (c) the advances, investments and loans permitted pursuant to Section
     8.06;

          (d) the Borrower and its Subsidiaries may sell or discount, in each
     case without recourse, accounts receivables arising in the ordinary course
     of business, but only in connection with the compromise or collection
     thereof;

          (e) the Borrower and its Subsidiaries may sell or exchange specific
     items of equipment, so long as the purpose of each such sale or exchange is
     to acquire (and results within 90 days of such sale or exchange in the
     acquisition of) replacement items of equipment which are the functional
     equivalent of the item of equipment so sold or exchanged;

          (f) the Borrower and its Subsidiaries may, in the ordinary course of
     business, license as licensee or licensor patents, trademarks, copyrights
     and know-how to or from third Persons, so long as any such license by the
     Borrower or any of its U.S. Subsidiaries in its capacity as licensor is
     permitted to be assigned pursuant to the Security Agreement (to the extent
     that a security interest in such patents, trademarks, copyrights and
     know-how is granted thereunder) and does not otherwise prohibit the
     granting of a Lien by the Borrower or any of its U.S. Subsidiaries pursuant
     to the Security Agreement in the intellectual property covered by such
     license;

          (g) any Foreign Subsidiary may be merged with and into, or be
     dissolved or liquidated into, or transfer any of its assets to, any
     Wholly-Owned Foreign Subsidiary, so long as (i) such Wholly-Owned Foreign
     Subsidiary is the surviving corporation of any such merger, dissolution or
     liquidation and (ii) any security interests granted to the Collateral Agent
     for the benefit of the Secured Creditors in the assets (and Equity
     Interests) of any such Person subject to any such transaction shall remain
     in full force and effect and perfected and enforceable (to at least the
     same extent as in effect immediately prior to such transaction);

          (h) the assets of any Foreign Subsidiary may be transferred to the
     Borrower or any of its Wholly-Owned U.S. Subsidiaries, and any Foreign
     Subsidiary may be merged with and into, or be dissolved or liquidated into,
     the Borrower or any of its Wholly-Owned U.S. Subsidiaries, so long as the
     Borrower or such Wholly-Owned U.S. Subsidiary is the surviving corporation
     of any such merger, dissolution or liquidation;

          (i) the Borrower or any of its Wholly-Owned U.S. Subsidiaries may
     transfer to one or more Wholly-Owned Foreign Subsidiaries those assets
     theretofore transferred to the Borrower or such Wholly-Owned U.S.
     Subsidiary by a Foreign Subsidiary (whether by merger, liquidation,
     dissolution or otherwise) pursuant to clause (h) of this Section 8.02;


                                      -65-
<Page>

          (j) the Borrower and its U.S. Subsidiaries may sell or otherwise
     transfer inventory to their respective U.S. Subsidiaries for resale by such
     Subsidiaries, and Subsidiaries of the Borrower may sell or otherwise
     transfer inventory to the Borrower for resale by the Borrower, so long as
     the security interest granted to the Collateral Agent for the benefit of
     the Secured Creditors pursuant to the Security Agreement in the inventory
     so transferred shall remain in full force and effect and perfected (to at
     least the same extent as in effect immediately prior to such transfer);

          (k) the Borrower may contribute cash to one or more Wholly-Owned U.S.
     Subsidiaries formed in accordance with Section 8.15, so long as the
     aggregate amount of such cash so contributed to all such U.S. Subsidiaries
     on and after the Effective Date does not exceed $5,000,000;

          (l) the Borrower and its Domestic Subsidiaries may transfer assets
     (other than inventory) to Wholly-Owned Foreign Subsidiaries, so long as the
     aggregate fair market value of all such assets so transferred (determined
     in good faith by the Board of Directors or senior management of the
     Borrower) to all such Foreign Subsidiaries on and after the Effective Date
     does not exceed $40,000,000;

          (m) assets of the Borrower and its U.S. Subsidiaries constituting
     non-U.S. operations may be transferred to Wholly-Owned Foreign Subsidiaries
     of the Borrower;

          (n) (x) Foreign Subsidiaries of the Borrower may enter into factoring
     arrangements with respect to accounts receivable arising in any country
     other than the United States in connection with business activities in any
     such country, so long as (i) such accounts receivable are factored on a
     nonrecourse basis (other than recourse to the relevant Foreign Subsidiary
     (or any of its Foreign Subsidiaries) for a breach of customary
     representations and warranties unrelated to the collectability of the
     accounts receivable), (ii) such accounts receivable shall be factored for
     cash of not less than 75% of the face amount thereof, and (iii) the
     Notional Receivables Amount of all receivables subject to such factoring
     arrangements at any time does not exceed $150,000,000, and (y) the Borrower
     and its Wholly-Owned U.S. Subsidiaries may sell or otherwise transfer
     accounts receivable between or among themselves in the ordinary course of
     business;

          (o) the Borrower and its Subsidiaries may sell assets, PROVIDED that
     (x) the aggregate sale proceeds from all assets subject to such sales
     pursuant to this clause (o) shall not exceed $100,000,000 in the aggregate
     after the Effective Date and (y) the Net Proceeds therefrom are either
     applied to repay Term Loans as provided in Section 4.02(A)(c) or reinvested
     to the extent permitted by Section 4.02(A)(c);

          (p) the Borrower and its Subsidiaries may sell other assets, PROVIDED
     that the aggregate sale proceeds from all assets subject to such sales
     pursuant to this clause (p) shall not exceed $20,000,000 in the aggregate
     after the Effective Date;

          (q) so long as no Default or Event of Default then exists or would
     result therefrom, the Borrower and its Wholly-Owned Subsidiaries may
     acquire assets or the Equity Interests of any Person (any such acquisition
     permitted by this clause (q), a


                                      -66-
<Page>

     "Permitted Acquisition"), PROVIDED, that (i) such Person (or the assets so
     acquired) was (or were), immediately prior to such acquisition, engaged (or
     used) primarily in the businesses permitted pursuant to Section 8.01(a),
     (ii) if such acquisition is structured as an acquisition of Equity
     Interests, then either (A) the Person so acquired becomes a Wholly-Owned
     Subsidiary of the Borrower or (B) such Person is merged with and into the
     Borrower or a Wholly-Owned Subsidiary of the Borrower (with the Borrower or
     such Wholly-Owned Subsidiary being the surviving corporation of such
     merger), and in any case, all of the provisions of Section 8.15 have been
     complied with in respect of such Person, (iii) any Liens or Indebtedness
     assumed or issued in connection with such acquisition are otherwise
     permitted under Section 8.03 or 8.04, as the case may be, (iv) the only
     consideration paid in connection with such Permitted Acquisition consists
     of cash, Holdings Common Stock, Permitted Holdings PIK Securities and/or
     Indebtedness permitted to be issued, incurred or assumed pursuant to
     Section 8.04, (v) except in the case of an acquisition by a Wholly-Owned
     Foreign Subsidiary of the Borrower, substantially all of the business,
     division or product line acquired pursuant to the respective Permitted
     Acquisition, or the business of the Acquired Business and its Subsidiaries
     taken as a whole, is in the United States, (vi) all representations and
     warranties contained herein and in the other Credit Documents shall be true
     and correct in all material respects with the same effect as though such
     representations and warranties had been made on and as of the date of such
     Permitted Acquisition (both before and after giving effect thereto), unless
     stated to relate to a specific earlier date, in which case such
     representations and warranties shall be true and correct in all material
     respects as of such earlier date, (vii) the Borrower determines in good
     faith that Holdings and its Subsidiaries taken as a whole are not likely to
     assume or become liable for material increased contingent liabilities as a
     result of such proposed Permitted Acquisition, (viii) in the case of the
     acquisition of 100% of the capital stock or other Equity Interests of any
     Person, such Person shall own no capital stock or other Equity Interests of
     any other Person unless either (x) such Person owns 100% of the capital
     stock or other Equity Interests of such other Person or (y) if such Person
     owns capital stock or other Equity Interests in any other Person which is
     not a Wholly-Owned Subsidiary of such Person (a "Non-Wholly Owned Entity"),
     (1) such Person shall not have been created or established in contemplation
     of, or for purposes of, the respective Permitted Acquisition, (2) any
     Non-Wholly Owned Entity of such Person shall have been non-wholly-owned
     prior to the date of the respective Permitted Acquisition and not created
     or established in contemplation thereof and (3) such Person and/or its
     Wholly-Owned Subsidiaries own 80% of the consolidated assets of such Person
     and its Subsidiaries, (ix) the aggregate amount of all cash paid (or to be
     paid) by Holdings or any of its Subsidiaries in connection with such
     Permitted Acquisition (including, without limitation, payments of fees and
     costs and expenses in connection therewith) and all contingent cash
     purchase price or other earnout obligations of Holdings and its
     Subsidiaries incurred in connection therewith (as determined in good faith
     by Holdings) (the "Cash Consideration"), when combined with the aggregate
     Cash Consideration paid or payable in connection with all other Permitted
     Acquisitions consummated during the twelve-month period prior to the date
     of the consummation of the proposed Permitted Acquisition, does not exceed
     (A) at any time during the period from the Effective Date through and
     including December 31, 2003, $50,000,000, (B) at any time during the period
     from January 1, 2004 through and including June 30, 2004,


                                      -67-
<Page>


     $75,000,000, and (C) at any time on and after July 1, 2004, $100,000,000,
     (x) calculations are made by the Borrower of compliance with the covenants
     contained in Sections 8.10, 8.11 and 8.12 for the period of four
     consecutive fiscal quarters (taken as one accounting period) most recently
     ended prior to the date of such Permitted Acquisition (each, a "Calculation
     Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition
     (as well as all other Permitted Acquisitions theretofore consummated after
     the first day of such Calculation Period) had occurred on the first day of
     such Calculation Period, and such recalculations shall show that such
     financial covenants would have been complied with if the Permitted
     Acquisition had occurred on the first day of such Calculation Period (for
     this purpose, if the first day of the respective Calculation Period occurs
     prior to the Initial Borrowing Date, calculated as if the covenants
     contained in said Sections 8.10, 8.11 and 8.12 had been applicable from the
     first day of the Calculation Period); (xi) after giving effect to such
     Permitted Acquisition (but, for this purpose calculated as if the payment
     of all post-closing purchase price adjustments required (in the good faith
     determination of the Borrower) in connection with such Permitted
     Acquisition (and all other Permitted Acquisitions for which such purchase
     price adjustments may be required to be made) and all capital expenditures
     (and the financing thereof) reasonably anticipated by the Borrower to be
     made in the business acquired pursuant to such Permitted Acquisition within
     the 90-day period (such period for any Permitted Acquisition, a
     "Post-Closing Period") following such Permitted Acquisition (and in the
     businesses acquired pursuant to all other Permitted Acquisitions with
     Post-Closing Periods ended during the Post-Closing Period of such Permitted
     Acquisition) were then being paid), the Total Unutilized Revolving Loan
     Commitment (less the amount of the Blocked Revolving Loan Commitment then
     in effect) shall equal or exceed $75,000,000; and (xii) the Borrower shall
     have delivered to the Administrative Agent on the date of the consummation
     of such proposed Permitted Acquisition, an officer's certificate executed
     by an Authorized Officer of the Borrower, certifying to the best of his
     knowledge, compliance with the requirements of preceding clauses (i)
     through (xi), inclusive, and containing the calculations (A) required by
     the preceding clauses (viii), (ix), (x) and (xi) and (B) necessary to
     establish the Acquired EBITDA of the Acquired Business acquired pursuant to
     such Permitted Acquisition for the most recently ended 12-month period for
     which financial statements are available for such Acquired Business.

          (r) upon the termination of the Distribution Agreement or any other
     distribution agreement in effect as of the Effective Date between the
     Borrower and/or any of its Subsidiaries and Baxter and/or any of its
     Affiliates, the Borrower and/or any such Subsidiary may repurchase
     inventory having a value not to exceed $1,000,000 transferred to Baxter or
     any such Affiliate but not yet distributed at the time of such termination;

          (s) the Borrower may lease as lessor equipment, machinery or its Real
     Property to one or more Wholly-Owned U.S. Subsidiaries of the Borrower, so
     long as (x) such lease is for fair market value (determined in good faith
     by the Board of Directors or senior management of the Borrower) and (y) the
     security interests granted to the Collateral Agent for the benefit of the
     Secured Creditors pursuant to the Security Documents in the assets so
     leased shall remain in full force and effect and perfected (to at least the
     same extent as in effect immediately prior to such transfer);


                                      -68-
<Page>

          (t) any U.S. Subsidiary of the Borrower may transfer assets (other
     than accounts receivable and inventory) to the Borrower or to any other
     Wholly-Owned U.S. Subsidiary of the Borrower, so long as the security
     interests granted to the Collateral Agent for the benefit of the Secured
     Creditors pursuant to the Security Documents in the assets so transferred
     shall remain in full force and effect and perfected (to at least the same
     extent as in effect immediately prior to such transfer);

          (u) any Wholly-Owned U.S. Subsidiary of the Borrower may merge with
     and into the Borrower, so long as (i) the Borrower is the surviving
     corporation of such merger and (ii) the security interests granted to
     the Collateral Agent for the benefit of the Secured Creditors pursuant
     to the Security Documents in the assets of such Wholly-Owned U.S.
     Subsidiary so merged shall remain in full force and effect and perfected
     (to at least the same extent as in effect immediately prior to such
     merger);

          (v) any U.S. Subsidiary of the Borrower may merge with and into, or be
     dissolved or liquidated into, any other Wholly-Owned U.S. Subsidiary of the
     Borrower, so long as (i) such Wholly-Owned U.S. Subsidiary of the Borrower
     is the surviving corporation of such merger, dissolution or liquidation and
     (ii) the security interests granted to the Collateral Agent for the benefit
     of the Secured Creditors pursuant to the Security Documents in the assets
     of such U.S. Subsidiary shall remain in full force and effect and perfected
     (to at least the same extent as in effect immediately prior to such merger,
     dissolution or liquidation);

          (w) the Borrower and any of its Subsidiaries may sell, transfer or
     otherwise dispose of assets (including patents, trademarks, copyrights and
     know-how) in the ordinary course of business that, in the reasonable
     business judgment of the Borrower or such Subsidiary, are determined to be
     uneconomical, negligible or obsolete in the conduct of its business; and

          (x) (A) the Borrower and any of its U.S. Subsidiaries may effect
     Seeded Instrument Sales in connection with its Vendor Financing Program and
     effect the other transactions contemplated by the definition of Vendor
     Financing Program and (B) Foreign Subsidiaries of the Borrower may effect
     Seeded Instrument Transactions in connection with the Alternate Vendor
     Financing Program, so long as (I) the aggregate outstanding amount of
     Capitalized Lease Obligations of such Foreign Subsidiaries under Seeded
     Instrument Transactions effected pursuant to this subclause (B) shall not
     exceed $150,000,000 at any time and (II) immediately after giving effect to
     the incurrence of any such Capitalized Lease Obligations, the Borrower
     shall have repaid Term Loans as, and to the extent, required by Section
     4.02(A)(i); and

          (y) the Borrower and its Subsidiaries may sell or otherwise dispose of
     assets of foreign sales offices specified on Annex XVII (each of which
     offices generates gross revenue of less than $50,000,000 in each fiscal
     year of Holdings), so long as the aggregate sale proceeds for all assets
     subject to such sales pursuant to this clause (y) shall not exceed
     $5,000,000 in the aggregate after the Effective Date.


                                      -69-
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To the extent the Required Lenders waive the provisions of this Section 8.02
with respect to the sale or other disposition of any Collateral, or any
Collateral is sold as permitted by this Section 8.02 (and such Collateral is
permitted to be released from the Liens created by the respective Security
Document), such Collateral in each case shall be sold or otherwise disposed of
free and clear of the Liens created by the Security Documents and the
Administrative Agent shall take such actions (including, without limitation,
directing the Collateral Agent to take such actions) as are appropriate in
connection therewith.

          8.03 LIENS. Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to
Holdings or any of its Subsidiaries) or assign any right to receive income,
except for the following (collectively, the "Permitted Liens"):

          (a) inchoate Liens for taxes, assessments or governmental charges or
     levies not yet due or Liens for taxes, assessments or governmental charges
     or levies being contested in good faith by appropriate proceedings and for
     which adequate reserves have been established in accordance with GAAP;

          (b) Liens in respect of property or assets of the Borrower or any of
     its Subsidiaries imposed by law which were incurred in the ordinary course
     of business and which have not arisen to secure Indebtedness for borrowed
     money, such as carriers' warehousemen's and mechanics' Liens, statutory
     landlord's Liens, and other similar Liens arising in the ordinary course of
     business, and which either (x) do not in the aggregate materially detract
     from the value of such property or assets or materially impair the use
     thereof in the operation of the business of the Borrower or any of its
     Subsidiaries or (y) are being contested in good faith by appropriate
     proceedings, which proceedings have the effect of preventing the forfeiture
     or sale of the property or asset subject to such Lien;

          (c) Liens created by or pursuant to this Agreement and the Security
     Documents;

          (d) Liens in existence on the Effective Date which are listed, and the
     property subject thereto described, in Annex VIII, without giving effect to
     any extensions or renewals thereof;

          (e) Liens arising from judgments, decrees or attachments in
     circumstances not constituting an Event of Default under Section 9.09;

          (f) Liens (other than any Lien imposed by ERISA) incurred or deposits
     made (x) in the ordinary course of business in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, government contracts, performance and return-of-money
     bonds and other similar obligations incurred in the ordinary course of
     business (exclusive of obligations in respect of the payment for


                                      -70-
<Page>


     borrowed money), (y) to secure the performance of leases of Real Property,
     to the extent incurred or made in the ordinary course of business
     consistent with past practices and (z) to secure performance obligations
     under an acquisition or similar agreement permitted to be entered into
     pursuant to Section 9.02, so long as the aggregate amount of earnest money
     or similar deposits at any time pursuant to this sub-clause (z) shall not
     exceed $5,000,000 in the aggregate;

          (g) licenses, leases or subleases granted to third Persons not
     interfering in any material respect with the business of the Borrower or
     any of its Subsidiaries;

          (h) easements, rights-of-way, restrictions, minor defects or
     irregularities in title and other similar charges or encumbrances not
     interfering in any material respect with the ordinary conduct of the
     business of the Borrower or any of its Subsidiaries;

          (i) Liens arising from precautionary UCC financing statements
     regarding any lease permitted by this Agreement;

          (j) any interest or title of a licensor, lessor or sublessor under any
     lease permitted by this Agreement;

          (k) Liens created pursuant to Capital Leases permitted pursuant to
     Sections 8.04(e) and (r);

          (l) Permitted Encumbrances;

          (m) Liens arising pursuant to purchase money mortgages or security
     interests securing Indebtedness representing the purchase price (or
     financing of the purchase price within 90 days after the respective
     purchase) of assets acquired after the Effective Date, PROVIDED that (i)
     any such Liens attach only to the assets so purchased, (ii) the
     Indebtedness secured by any such Lien does not exceed 100%, nor is less
     than 70%, of the lesser of the fair market value or the purchase price of
     the property being purchased at the time of the incurrence of such
     Indebtedness and (iii) the Indebtedness secured thereby is permitted to be
     incurred pursuant to Section 8.04(e);

          (n) Liens on property or assets acquired pursuant to a Permitted
     Acquisition, or on property or assets of a Subsidiary of the Borrower in
     existence at the time such Subsidiary is acquired pursuant to a Permitted
     Acquisition, PROVIDED that (i) any Indebtedness that is secured by such
     Liens is permitted to exist under Section 8.04(k), (ii) the aggregate
     principal amount of Indebtedness secured by such Liens does not exceed (A)
     at any time during the period from the Effective Date through and including
     December 31, 2003, $25,000,000, (B) at any time during the period from
     January 1, 2004 through and including June 30, 2004, $37,500,000, and (C)
     at any time on and after July 1, 2004, $50,000,000, and (iii) such Liens do
     not attach to any other asset of the Borrower or any of its Subsidiaries;

          (o) Liens securing Indebtedness permitted pursuant to clause (x) of
     Section 8.04(i), so long as any such Lien attaches only to the assets of
     the respective Foreign


                                      -71-
<Page>

     Subsidiary which is the obligor under such Indebtedness and/or any Foreign
     Subsidiary of such Foreign Subsidiary;

          (p) statutory, common law and contractual landlords' liens under
     leases to which Holdings or any of its Subsidiaries is a party;

          (q) Liens in favor of customs and revenue authorities arising as a
     matter of law or regulation to secure the payment of customs duties in
     connection with the importation of goods and deposits made to secure
     statutory obligations in the form of excise taxes;

          (r) Liens on any interest of the Borrower or any of its Subsidiaries
     in the equipment, accounts receivable or other assets subject to the Vendor
     Financing Program; and

          (s) additional Liens incurred by the Borrower and its Subsidiaries, so
     long as the value of the property subject to such Liens, and the
     Indebtedness and other obligations secured thereby, do not exceed
     $25,000,000.

In connection with the granting of Liens by the Borrower or any of its
Subsidiaries of the type described in preceding clauses (a) through (r), the
Administrative Agent and the Collateral Agent shall be authorized, at the
request of Holdings, to take any actions deemed appropriate by it in connection
therewith (including, without limitation, by executing appropriate lien releases
or lien subordination agreements in favor of the holder or holders of such
Liens, in either case solely with respect to the assets subject to such Liens).

          8.04 INDEBTEDNESS. Holdings will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

          (a) Indebtedness incurred pursuant to this Agreement and the other
     Credit Documents;

          (b) Scheduled Existing Indebtedness outstanding on the Effective Date
     and listed on Annex VII, without giving effect to any subsequent extension,
     renewal or refinancing thereof except as permitted pursuant to Section
     8.06(l);

          (c) unsecured Indebtedness of the Borrower, Holdings and the
     Subsidiary Guarantors incurred under the Rollover Senior Subordinated Notes
     and the other Rollover Senior Subordinated Note Documents in an aggregate
     principal amount not to exceed $315,312,538 (as reduced by any repayments
     of principal thereof after the Initial Borrowing Date);

          (d) Indebtedness under Interest Rate Protection Agreements entered
     into by the Borrower or any of its Subsidiaries to protect against
     fluctuations in interest rates in respect of Indebtedness otherwise
     permitted under this Agreement;

          (e) Capitalized Lease Obligations (excluding Capitalized Lease
     Obligations of Subsidiaries of the Borrower incurred in connection with
     Seeded Instrument


                                      -72-
<Page>


     Transactions) and Indebtedness of the Borrower and its Subsidiaries
     incurred pursuant to purchase money Liens, PROVIDED, that (x) all such
     Capitalized Lease Obligations are permitted under Section 8.09 and (y) the
     sum of (i) the aggregate Capitalized Lease Obligations outstanding at any
     time pursuant to this clause (e), shall not exceed the sum of (A)
     $25,000,000 PLUS (B) on each January 1 (commencing January 1, 2004),
     $15,000,000;

          (f) Indebtedness constituting Intercompany Loans to the extent
     permitted by Section 8.06(g);

          (g) Indebtedness of Holdings under the Shareholder Subordinated Notes;

          (h) Indebtedness under Other Hedging Agreements providing protection
     against fluctuations in currency values in connection with the Borrower's
     or any of its Subsidiaries' operations, so long as management of the
     Borrower or such Subsidiary, as the case may be, has determined that the
     entering into of such Other Hedging Agreements are BONA FIDE hedging
     activities;

          (i) Indebtedness (x) of Foreign Subsidiaries under lines of credit
     extended by third Persons to any such Foreign Subsidiary the proceeds of
     which Indebtedness are used for such Foreign Subsidiary's working capital
     and/or general corporate purposes, PROVIDED that (I) the aggregate
     principal amount of all such Indebtedness outstanding at any time for all
     Foreign Subsidiaries under all such lines shall not exceed $75,000,000 (the
     "Foreign Subsidiary Line of Credit") and (II) the aggregate amount of
     credit available under all such lines shall not exceed $75,000,000 at any
     time and (y) consisting of guaranties by the Borrower of any such Foreign
     Subsidiary Line of Credit (including, without limitation, letters of credit
     issued for the account of the Borrower and its Subsidiaries and in favor of
     lenders in respect of any such Foreign Subsidiary Line of Credit);

          (j) Indebtedness of Foreign Subsidiaries owing to the Borrower and its
     U.S. Subsidiaries as a result of any investment made pursuant to Section
     8.06(o);

          (k) Indebtedness incurred to finance a Permitted Acquisition,
     Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition
     or Indebtedness assumed by the Borrower or any Wholly-Owned Subsidiary
     pursuant to a Permitted Acquisition as a result of a merger or
     consolidation or the acquisition of an asset securing such Indebtedness
     (collectively, "Permitted Acquired Debt"), PROVIDED that the aggregate
     principal amount of all Permitted Acquired Debt at any time outstanding
     shall not exceed (A) at any time during the period from the Effective Date
     through and including December 31, 2003, $25,000,000, (B) at any time
     during the period from January 1, 2004 through and including June 30, 2004,
     $37,500,000, and (C) at any time on and after July 1, 2004, $50,000,000;

          (l) additional Indebtedness consisting of unsecured guarantees (x) by
     the Borrower of lease and other contractual obligations (which guaranteed
     obligations do not themselves constitute Indebtedness) permitted to be
     incurred by Wholly-Owned U.S.


                                      -73-
<Page>


     Subsidiaries of the Borrower, (y) by the U.S. Subsidiaries of the Borrower
     of lease and other contractual obligations (which guaranteed obligations do
     not themselves constitute Indebtedness) permitted to be incurred by the
     Borrower or other Wholly-Owned U.S. Subsidiaries of the Borrower and (z) by
     Foreign Subsidiaries of the Borrower of lease and other contractual
     obligations (which guaranteed obligations do not themselves constitute
     Indebtedness) permitted to be incurred by other Wholly-Owned Foreign
     Subsidiaries of the Borrower;

          (m) Indebtedness consisting of a guaranty by the Borrower of the
     severance obligations of Dade Diagnostika GmbH, a German Subsidiary of the
     Borrower, as required by the German Workers' Council;

          (n) Indebtedness of the Borrower or any of its Subsidiaries arising in
     the ordinary course of business of the Borrower or such Subsidiary and
     owing to a financial institution providing netting services to the Borrower
     and its Subsidiaries, PROVIDED that (i) such Indebtedness was incurred in
     respect of the provision of such netting services with respect to
     intercompany Indebtedness permitted to be made pursuant to this Agreement
     and (ii) such Indebtedness does not remain outstanding for more than three
     days from the date of its incurrence;

          (o) Indebtedness of the Borrower or any of its Subsidiaries consisting
     of the financing of insurance premiums in the ordinary course of business;

          (p) Indebtedness of the Borrower or any of its Subsidiaries consisting
     of take-or-pay obligations contained in supply agreements entered into in
     the ordinary course of business;

          (q) Indebtedness of Holdings incurred under Permitted Holdings PIK
     Securities, PROVIDED that (i) the aggregate outstanding principal amount of
     Permitted Holdings PIK Securities constituting Indebtedness shall not
     exceed at any time $100,000,000 PLUS the amount of interest on such
     Permitted Holdings PIK Securities paid in kind or through accretion and
     (ii) any such Permitted Holdings PIK Securities shall be issued solely as
     consideration for, or in circumstances where the full amount of the
     proceeds of such Permitted Holdings PIK Securities are used to finance, a
     Permitted Acquisition;

          (r) Capitalized Lease Obligations of Foreign Subsidiaries of the
     Borrower incurred in connection with Seeded Instrument Transactions
     effected pursuant to the Alternate Vendor Financing Program, so long as (i)
     the aggregate outstanding amount Capitalized Lease Obligations of such
     Foreign Subsidiaries incurred pursuant to this clause (r) shall not exceed
     $150,000,000 at any time and (ii) immediately after giving effect to the
     incurrence of any such Capitalized Lease Obligation, the Borrower shall
     have repaid Term Loans as, and to the extent, required by Section
     4.02(A)(i); and

          (s) additional Indebtedness of the Borrower and its Subsidiaries not
     otherwise permitted hereunder (excluding, however, Capitalized Lease
     Obligations of Subsidiaries


                                      -74-
<Page>

     of the Borrower incurred in connection with Seeded Instrument Transactions)
     not exceeding $50,000,000 in aggregate principal amount at any time
     outstanding.

          8.05 DESIGNATED SENIOR DEBT. Holdings will not, and will not permit
any of its Subsidiaries to (i) designate any Indebtedness (other than the
Obligations) as "Designated Senior Debt" for purposes of, and as defined in, the
Rollover Senior Subordinated Note Indenture or (ii) designate any documents with
respect to any Indebtedness (other than this Agreement) as the "Bank Credit
Agreement" as defined in the Rollover Senior Subordinated Note Indenture for
purposes of the receipt of notices by the Administrative Agent and delivery of
blockage notices pursuant to the subordination provisions of the Rollover Senior
Subordinated Note Documents.

          8.06 ADVANCES, INVESTMENTS AND LOANS. Holdings will not, and will not
permit any of its Subsidiaries to, lend money or credit or make advances to any
Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any Person, or purchase
or own a futures contract or otherwise become liable for the purchase or sale of
currency or other commodities at a future date in the nature of a futures
contract (any of the foregoing, an "Investment"), except:

          (a) the Borrower and its Subsidiaries may invest in cash and Cash
     Equivalents;

          (b) the Borrower and its Subsidiaries may acquire and hold receivables
     owing to it, if created or acquired in the ordinary course of business and
     payable or dischargeable in accordance with customary trade terms of the
     Borrower or such Subsidiary;

          (c) the Borrower and its Subsidiaries may acquire and own investments
     (including debt obligations) received in connection with the bankruptcy or
     reorganization of suppliers and customers and in good faith settlement of
     delinquent obligations of, and other disputes with, customers and suppliers
     arising in the ordinary course of business;

          (d) Interest Rate Protection Agreements entered into in compliance
     with Section 8.04(d) shall be permitted;

          (e) (i) Holdings may acquire and hold obligations of one or more
     officers or other employees of Holdings or its Subsidiaries in connection
     with such officers' or employees' acquisition of shares of Holdings Common
     Stock, so long as no cash is paid by Holdings or any of its Subsidiaries in
     connection with the acquisition of any such obligations and (ii) Holdings
     and its Subsidiaries may pay Dividends to the extent permitted under
     Section 8.07;

          (f) deposits made in the ordinary course of business consistent with
     past practices to secure the performance of leases shall be permitted;

          (g) the Borrower may make (and/or permit to remain outstanding)
     intercompany loans and advances to any of its Wholly-Owned Subsidiaries and
     any Subsidiary of the Borrower may make (and/or permit to remain
     outstanding) intercompany loans and advances to the Borrower or any other
     Wholly-Owned Subsidiary of the Borrower (collectively, "Intercompany
     Loans"), PROVIDED, that (v) at no time shall the aggregate


                                      -75-
<Page>


     outstanding principal amount of all Intercompany Loans made pursuant to
     (and/or outstanding in reliance on) this clause (g) by the Borrower and its
     U.S. Subsidiaries to Foreign Subsidiaries, when added to the amount of
     contributions, capitalizations and forgiveness theretofore made pursuant to
     (and/or outstanding in reliance on) Section 8.06(m), exceed $440,000,000
     (determined without regard to any write-downs or write-offs of such loans
     and advances), (w) no Intercompany Loans may be made by the Borrower or any
     of its U.S. Subsidiaries to any Foreign Subsidiary of the Borrower at any
     time an Event of Default is then in existence, (x) each Intercompany Loan
     shall be evidenced by an Intercompany Note, (y) each Intercompany Note
     evidencing an Intercompany Loan made by a Foreign Subsidiary of the
     Borrower to the Borrower or a U.S. Subsidiary of the Borrower shall contain
     the subordination provisions set forth on Exhibit J, and (z) each such
     Intercompany Note (other than Intercompany Notes held by Foreign
     Subsidiaries of the Borrower) shall be pledged to the Collateral Agent
     pursuant to the relevant Pledge Agreement;

          (h) loans and advances by the Borrower and its Subsidiaries to
     employees of Holdings and its Subsidiaries for moving and travel expenses
     and other similar expenses, in each case incurred in the ordinary course of
     business, shall be permitted, so long as the aggregate outstanding
     principal amount of all such loans and advances does not exceed $5,000,000
     at any time (determined without regard to any write-downs or write-offs of
     such loans and advances);

          (i) Holdings may make equity contributions to the capital of the
     Borrower;

          (j) Foreign Subsidiaries may invest in Foreign Cash Equivalents;

          (k) Other Hedging Agreements may be entered into in compliance with
     Section 8.04(h);

          (l) advances, loans and investments (excluding, however, for avoidance
     of doubt, Existing Intercompany Debt) in existence on the Initial Borrowing
     Date and listed on Annex XI shall be permitted, without giving effect to
     any additions thereto or replacements thereof (except those additions or
     replacements which are existing obligations as of the Initial Borrowing
     Date);

          (m) the Borrower and its U.S. Subsidiaries may make cash capital
     contributions to Wholly-Owned Foreign Subsidiaries, and may capitalize or
     forgive any Indebtedness owed to them by a Wholly-Owned Foreign Subsidiary
     and outstanding under clause (g) of this Section 8.06, PROVIDED that (i)
     the aggregate amount of such contributions, capitalizations and forgiveness
     on and after the Initial Borrowing Date, when added to the aggregate
     outstanding principal amount of Intercompany Loans owing to Wholly-Owned
     Foreign Subsidiaries under such clause (g) (determined without regard to
     any write-downs or write-offs thereof) shall not exceed an amount equal to
     $440,000,000 at any time, (ii) the Borrower and its U.S. Subsidiaries may
     only make capital contributions to, and capitalize or forgive any
     Indebtedness owed to them by, a Wholly-Owned Foreign Subsidiary pursuant to
     this clause (m) to the extent (A) required to comply with any thin
     capitalization rules or statutory solvency requirements applicable to such
     Wholly-Owned


                                      -76-
<Page>


     Foreign Subsidiary or (B) that the making of Intercompany Loans to such
     Wholly-Owned Foreign Subsidiary would have adverse tax consequences to the
     Person making the same, and (iii) no such contributions, capitalizations or
     forgivenesses may be made by the Borrower or any of its U.S. Subsidiaries
     to a Wholly-Owned Foreign Subsidiary at any time that an Event of Default
     is then in existence;

          (n) Permitted Acquisitions shall be permitted;

          (o) the Borrower and its Subsidiaries may make Investments in their
     respective Subsidiaries in connection with the transfers of those assets
     permitted to be transferred pursuant to Sections 8.02(g), (h) and (i),
     PROVIDED that any such Investment which gives rise to an intercompany debt
     obligation (including as a result of a conversion any investment initially
     made as an equity investment) owing to the Borrower or such Subsidiary
     shall be subject to the requirements of clauses (x), (y) and (z) of the
     proviso appearing in Section 8.06(g) above as if same were an Intercompany
     Loan;

          (p) the Borrower and its U.S. Subsidiaries may make and hold
     investments in their respective Foreign Subsidiaries to the extent that
     such investments arise from the sale of inventory in the ordinary course of
     business by the Borrower or such U.S. Subsidiary to such Foreign
     Subsidiaries for resale by such Foreign Subsidiaries (including any such
     investments resulting from the extension of the payment terms with respect
     to such sales);

          (q) the Borrower and its Subsidiaries may hold additional investments
     in their respective Subsidiaries to the extent that such investments
     reflect an increase in the value of such Subsidiaries;

          (r) the Borrower and its Subsidiaries may capitalize one or more
     foreign sales corporations created in accordance with Section 8.15 with
     cash contributions in an aggregate amount not to exceed $200,000 for all
     such foreign sales corporations made on and after the Effective Date;

          (s) the Borrower and its Subsidiaries may make transfers of assets to
     their respective Subsidiaries in accordance with Section 8.02(j),(k), (l),
     (m) and (t);

          (t) the Borrower and its Subsidiaries may acquire and hold debt and/or
     equity securities as consideration for a sale of assets pursuant to Section
     8.02(o) or (p); and

          (u) in addition to Investments permitted above, so long as no Default
     or Event of Default then exists or would result therefrom, the Borrower and
     its Subsidiaries may make (i) additional Investments having an aggregate
     fair market value, taken together with all other Investments made pursuant
     to this sub-clause (i) that are at that time outstanding, not to exceed
     $50,000,000 at the time of such Investment (with the fair market value of
     each Investment being measured for purposes of this clause (u) at the time
     made and without giving effect to any adjustments for increases or
     decreases in value, or write-ups, write-downs or write-offs with respect to
     such Investment) and (ii) additional Investments to or in a Person, so long
     as (x) the aggregate fair market value of any such Investment (at the time
     of the making thereof) does not exceed the Excess


                                      -77-
<Page>

     Proceeds Amount at the time of such Investment and (y) the aggregate fair
     market value of additional Investments (determined at the time of the
     making thereof) made during any fiscal year of Holdings in reliance on this
     subclause (ii) does not exceed $25,000,000; PROVIDED that neither the
     Borrower nor any of its Subsidiaries may make any investment in Margin
     Stock except as provided in this Agreement.

          8.07 DIVIDENDS, ETC. Holdings will not, and will not permit any of its
Subsidiaries to, declare or pay any dividends (other than dividends payable
solely in common stock or comparable common equity interests of Holdings or any
such Subsidiary, as the case may be) or return any capital to, its stockholders,
partners, members or other equity holders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders,
partners, members or other equity holders as such, or redeem, retire, purchase
or otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock or other Equity Interests, now or hereafter
outstanding (or any warrants for or options or stock or similar appreciation
rights in respect of any of such shares or other Equity Interests), or set aside
any funds for any of the foregoing purposes, and Holdings will not permit any of
its Subsidiaries to purchase or otherwise acquire for consideration any shares
of any class of the capital stock or other Equity Interests of Holdings or any
other Subsidiary, as the case may be, now or hereafter outstanding (or any
options or warrants or stock or similar appreciation rights issued by such
Person with respect to its capital stock or other Equity Interests) (all of the
foregoing "Dividends"), except that:

          (i) (x) any Subsidiary of the Borrower may pay Dividends to the
     Borrower or any Wholly-Owned Subsidiary of the Borrower and (y) any
     non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its
     shareholders generally so long as the Borrower or its respective Subsidiary
     which owns the Equity Interest in the Subsidiary paying such Dividends
     receives at least its proportionate share thereof (based upon its relative
     holding of the Equity Interests in the Subsidiary paying such Dividends and
     taking into account the relative preferences, if any, of the various
     classes of Equity Interests of such Subsidiary);

          (ii) (a) Holdings may redeem or purchase shares of Holdings Common
     Stock or other Equity Interests of Holdings held by former employees of
     Holdings or any of its Subsidiaries following the termination of their
     employment, PROVIDED that (x) the only consideration paid by Holdings in
     respect of such redemptions and/or purchases shall be cash and Shareholder
     Subordinated Notes, (y) the sum of (A) the aggregate amount paid by
     Holdings in cash in respect of all such redemptions and/or purchases PLUS
     (B) the aggregate amount of all principal and interest payments made on
     Shareholder Subordinated Notes, shall not exceed $5,000,000 in any fiscal
     year of Holdings, and (z) at the time of any cash payment permitted to be
     made pursuant to this Section 8.07(ii), including any cash payment under a
     Shareholder Subordinated Note, no Default or Event of Default shall then
     exist or result therefrom, PROVIDED FURTHER, that notwithstanding the
     foregoing provisions of this Section 8.07(ii) (but subject to preceding
     clause (z)), Holdings may redeem or repurchase additional shares of
     Holdings Common Stock or other Equity Interests of Holdings owned by former
     employees of Holdings or any of its Subsidiaries upon the termination of
     their employment in an amount equal to the proceeds received by Holdings
     after the Effective Date from the sale or issuance of


                                      -78-
<Page>


     Holdings Common Stock to management of Holdings and/or any of its
     Subsidiaries; and (b) so long as no Default or Event of Default then exists
     or would result therefrom, the Borrower may pay cash Dividends to Holdings
     so long as Holdings promptly uses such proceeds for the purposes described
     in clause (ii)(a) of this Section 8.07;

          (iii) the Borrower may pay cash Dividends to Holdings, so long as the
     proceeds thereof are promptly used by Holdings to (x) pay operating
     expenses in the ordinary course of business (including, without limitation,
     professional fees and expenses) and other similar corporate overhead costs
     and expenses and (y) pay salaries or other compensation of employees who
     perform services for Holdings and the Borrower, PROVIDED that the aggregate
     amount of cash Dividends paid pursuant to this clause (iii) shall not
     exceed $5,000,000 during any fiscal year of Holdings;

          (iv) the Borrower may pay cash Dividends to Holdings in the amounts
     and at the times of any payment by Holdings in respect of taxes, PROVIDED
     that (x) the amount of cash Dividends paid pursuant to this clause (iv) to
     enable Holdings to pay federal income taxes at any time shall not exceed
     the lesser of (A) the amount of such federal income taxes owing by Holdings
     at such time for the respective period and (B) the amount of such federal
     income taxes that would be owing by the Borrower and its Subsidiaries on a
     consolidated basis for such period if determined without regard to
     Holdings' ownership of the Borrower and (y) any refunds shall promptly be
     returned by Holdings to the Borrower;

          (v) Holdings may pay regularly scheduled Dividends on the Permitted
     Holdings PIK Securities (to the extent issued as preferred stock) pursuant
     to the terms thereof solely through the issuance of additional shares of
     such Permitted Holdings PIK Securities, PROVIDED that in lieu of issuing
     additional shares of such Permitted Holdings PIK Securities as Dividends,
     Holdings may increase the liquidation preference of the shares of Permitted
     Holdings PIK Securities in respect of which such Dividends have accrued;
     and

          (vi) the Transaction shall be permitted.

          8.08 TRANSACTIONS WITH AFFILIATES. Holdings will not, and will not
permit any of its Subsidiaries to, enter into any transaction or series of
transactions with any Affiliate other than in the ordinary course of business
and on terms and conditions substantially as favorable to Holdings or such
Subsidiary as would be obtainable by Holdings or such Subsidiary at the time in
a comparable arm's-length transaction with a Person other than an Affiliate;
PROVIDED, that the following shall in any event be permitted: (i) the
Transaction; (ii) Holdings and the Borrower and its U.S. Subsidiaries may make
any payments required under the Holdings Tax Allocation Agreement; and (iii) the
transactions contemplated by the documents governing the Vendor Financing
Program.

          8.09 CAPITAL EXPENDITURES. (a) Holdings will not, and will not permit
any of its Subsidiaries to, make any Capital Expenditures, except that (i)
during the period from the Initial Borrowing Date through and including December
31, 2002, the Borrower and its Subsidiaries may make Capital Expenditures in an
aggregate amount not to exceed $40,000,000 and (ii)


                                      -79-
<Page>


during any fiscal year of Holdings set forth below, the Borrower and its
Subsidiaries may make Capital Expenditures, so long as the aggregate amount of
such Capital Expenditures does not exceed in any fiscal year set forth below the
sum of (x) the amount set forth opposite such fiscal year below PLUS (y) for
each Acquired Business acquired after the Effective Date and prior to the first
day of the respective fiscal year set forth below, 50% of the Acquired EBITDA of
such Acquired Business for the trailing twelve months of such Acquired Business
immediately preceding its acquisition for which financial statements have been
made available to the Borrower and the Lenders PLUS (z) for each Acquired
Business acquired during the respective fiscal year, the amount for such
Acquired Business specified in preceding clause (y) MULTIPLIED by a percentage,
the numerator of which is the number of days in the fiscal year after the date
of the respective acquisition and the denominator of which is 365 or 366, as the
case may be:


<Table>
<Caption>

                  FISCAL YEAR ENDING                          AMOUNT
                  ------------------                          ------
<S>                                                         <C>
                  December 31, 2003                          $110,000,000
                  December 31, 2004                          $110,000,000
                  December 31, 2005                          $110,000,000
                  December 31, 2006                          $108,000,000
                  December 31, 2007                          $111,000,000
                  December 31, 2008                          $110,000,000
</Table>


          (b) Notwithstanding the foregoing, in the event that the amount of
Capital Expenditures permitted to be made by the Borrower and its Subsidiaries
pursuant to clause (a) above in any fiscal year of Holdings (or during the
period set forth in clause (a)(i) above) (before giving effect to any increase
in such permitted expenditure amount pursuant to this clause (b)) is greater
than the amount of such Capital Expenditures actually made by the Borrower and
its Subsidiaries during such fiscal year (or such period, as the case may be),
such excess (the "Rollover Amount") may be carried forward and utilized to make
Capital Expenditures in succeeding fiscal years, PROVIDED that in no event shall
the aggregate amount of Capital Expenditures made by the Borrower and its
Subsidiaries during any fiscal year pursuant to Section 8.09(a) and this Section
8.09(b) exceed 150% of the amount permitted to be made during such fiscal year
under Section 8.09(a) (without giving effect to this Section 8.09(b)).

          (c) Notwithstanding the foregoing, the Borrower and its Subsidiaries
may make Capital Expenditures (which Capital Expenditures will not be included
in any determination under the foregoing clause (a)) with the insurance proceeds
received by Holdings or any of its Subsidiaries from any Recovery Event so long
as such Capital Expenditures are to replace or restore any properties or assets
in respect of which such proceeds were paid within the time periods specified in
Section 4.02(A)(g) for the utilization of such insurance proceeds, but only to
the extent that such insurance proceeds are not otherwise required to be applied
as a mandatory repayment and/or commitment reduction pursuant to Section 3.03(d)
or 4.02(A)(g).

          (d) Notwithstanding the foregoing, the Borrower and its Subsidiaries
may make Capital Expenditures (which Capital Expenditures will not be included
in any determination under the foregoing clause (a)) with the Net Proceeds
received by Holdings or any of its Subsidiaries from any Asset Sale, so long as
such Net Proceeds are reinvested within the time periods specified in Section
4.02(A)(g) for the utilization of such Net Proceeds, but only to the


                                      -80-
<Page>


extent that such Net Proceeds are not otherwise required to be applied as a
mandatory repayment and/or commitment reduction pursuant to Section 3.03(d) or
4.02(A)(c).

          (e) Notwithstanding the foregoing, the Borrower and its Subsidiaries
may make Capital Expenditures at any time in an aggregate amount equal to the
Excess Proceeds Amount at such time (which Capital Expenditures will not be
included in any determination under the foregoing clause (a)), PROVIDED that in
no event shall the aggregate amount of Capital Expenditures made by the Borrower
and its Subsidiaries during any fiscal year of Holdings in reliance on this
clause (e) exceed $50,000,000.

          (f) Notwithstanding the foregoing, Foreign Subsidiaries of the
Borrower may incur Capitalized Lease Obligations under and in connection with
the Alternate Vendor Financing Program in an aggregate outstanding amount not to
exceed $150,000,000 at any time (which Capitalized Lease Obligations will not be
included in any determination under the foregoing clause (a)).

          (g) In addition to the foregoing, the Borrower and its Wholly-Owned
Subsidiaries may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under Section 8.09(a))
constituting Permitted Acquisitions effected in accordance with the requirements
of Section 8.02(q).

          8.10 CONSOLIDATED INTEREST COVERAGE RATIO. Holdings will not permit
the Consolidated Interest Coverage Ratio for any Test Period ending on a date
set forth below to be less than the ratio set forth opposite such date:

<Table>
<Caption>

                            Date                                               Ratio
                            ----                                               -----
<S>                                                                          <C>
                 December 31, 2002                                            2.50:1.0
                 March 31, 2003                                               2.50:1.0
                 June 30, 2003                                                2.50:1.0
                 September 30, 2003                                           2.50:1.0
                 December 31, 2003                                            2.50:1.0
                 March 31, 2004                                               2.50:1.0
                 June 30,2004                                                 2.50:1.0
                 September 30, 2004                                           2.75:1.0
                 December 31, 2004                                            2.75:1.0
                 March 31, 2005                                               3.00:1.0
                 June 30, 2005                                                3.00:1.0
                 September 30, 2005                                           3.25:1.0
                 December 31, 2005                                            3.25:1.0
                 March 31, 2006                                               3.25:1.0
                 June 30, 2006                                                3.25:1.0
                 September 30, 2006                                           3.50:1.0
                 December 31, 2006                                            3.50:1.0
                 March 31, 2007                                               3.50:1.0
                 June 20, 2007                                                3.50:1.0
                 September 30, 2007                                           3.75:1.0
</Table>


                                      -81-
<Page>


<Table>
<Caption>

                            Date                                               Ratio
                            ----                                               -----
<S>                                                                          <C>
                 December 31, 2007                                            3.75:1.0
                 March 31, 2008                                               4.00:1.0
                 June 30, 2008                                                4.25:1.0
                 September 30, 2008                                           4.50:1.0
                 December 31, 2008                                            5.00:1.0
</Table>


For purposes of making determinations of compliance with this Section 8.10
pursuant to Section 8.02(q) only, the Consolidated Interest Coverage Ratio shall
be calculated on a PRO FORMA Basis.

          8.11 LEVERAGE RATIO. Holdings will not permit the Leverage Ratio at
any time during a fiscal quarter set forth below to be more than the ratio set
forth opposite such fiscal quarter:


<Table>
<Caption>

                   Fiscal Quarter Ending                                   Ratio
                   ---------------------                                   -----
<S>                                                                     <C>
                 December 31, 2002                                       4.25:1.0
                 March 31, 2003                                          4.25:1.0
                 June 30, 2003                                           4.25:1.0
                 September 30, 2003                                      4.25:1.0
                 December 31, 2003                                       4.00:1.0
                 March 31, 2004                                          4.00:1.0
                 June 30, 2004                                           4.00:1.0
                 September 30, 2004                                      4.00:1.0
                 December 31, 2004                                       3.50:1.0
                 March 31, 2005                                          3.50:1.0
                 June 30, 2005                                           3.50:1.0
                 September 30, 2005                                      3.50:1.0
                 December 31, 2005                                       3.00:1.00
                 March 31, 2006                                          3.00:1.00
                 June 30, 2006                                           3.00:1.00
                 September 30, 2006                                      3.00:1.00
                 December 31, 2006                                       2.75:1.0
                 March 31, 2007                                          2.75:1.0
                 June 30, 2007                                           2.75:1.0
                 September 30, 2007                                      2.75:1.0
                 December 31, 2007                                       2.50:1.0
                 March 31, 2008                                          2.50:1.0
                 June 30, 2008                                           2.50:1.0
                 September 30, 2008                                      2.50:1.0
                 December 31, 2008                                       2.50:1.0
</Table>


All determinations of the Leverage Ratio for purposes of this Section 8.11 shall
include Consolidated EBITDA as calculated on a PRO FORMA Basis to give effect to
all Permitted Acquisitions, if any, effected during (but not after) the
respective Test Period for which


                                      -82-
<Page>


Consolidated EBITDA is being determined; PROVIDED that for purposes of making
determinations of compliance with this Section 8.11 pursuant to Section 8.02(q),
the Leverage Ratio shall be calculated on a PRO FORMA Basis as otherwise
required by the definition of Pro Forma Basis contained herein.

          8.12 MINIMUM CONSOLIDATED EBITDA. HOLDINGS WILL NOT PERMIT
CONSOLIDATED EBITDA FOR ANY TEST PERIOD ENDING ON THE LAST DAY OF A FISCAL
QUARTER OF HOLDINGS SET FORTH BELOW TO BE LESS THAN THE RESPECTIVE AMOUNT SET
FORTH OPPOSITE SUCH FISCAL QUARTER BELOW:


<Table>
<Caption>

                  Fiscal Quarter Ending                                      Amount
                  ---------------------                                      ------
<S>                                                                      <C>
                  December 31, 2002                                       $185,000,000
                  March 31, 2003                                          $190,000,000
                  June 30, 2003                                           $190,000,000
                  September 30, 2003                                      $200,000,000
                  December 31, 2003                                       $200,000,000
                  March 31, 2004                                          $200,000,000
                  June 30, 2004                                           $200,000,000
                  September 30, 2004                                      $205,000,000
                  December 31, 2004                                       $215,000,000
                  March 31, 2005                                          $220,000,000
                  June 30, 2005                                           $225,000,000
                  September 30, 2005                                      $230,000,000
                  December 31, 2005                                       $240,000,000
                  March 31, 2006                                          $240,000,000
                  June 30, 2006                                           $245,000,000
                  September 30, 2006                                      $245,000,000
                  December 31, 2006                                       $250,000,000
                  March 31, 2007                                          $250,000,000
                  June 30, 2007                                           $255,000,000
                  September 30, 2007                                      $255,000,000
                  December 31, 2007                                       $260,000,000
                  March 31, 2008                                          $270,000,000
                  June 30, 2008                                           $280,000,000
                  September 30, 2008                                      $285,000,000
                  December 31, 2008                                       $300,000,000
</Table>


          From and after the consummation of any Permitted Acquisition, each of
the amounts set forth above in this Section 8.12 from and after such time shall
be increased by an amount (if positive) equal to 75% of the Acquired EBITDA of
the respective Acquired Business acquired in each such Permitted Acquisition for
the most recently ended 12-month period for which financial statements are
available for such Acquired Business prior to the date of such acquisition (as
certified in the respective officer's certificate delivered pursuant to clause
(xii) of Section 8.02(q)). Notwithstanding anything to the contrary contained in
this Agreement, all determinations of Consolidated EBITDA for purposes of this
Section 8.12 shall be calculated on a PRO FORMA Basis to give effect to all
Permitted Acquisitions, if any, actually effected during (but not after) the
respective Test Period for which Consolidated EBITDA is being determined;


                                      -83-
<Page>


PROVIDED that for purposes of making determinations of compliance with the
Section 8.12 pursuant to Section 8.02(q), determinations of Consolidated EBITDA
shall be calculated on a PRO FORMA Basis as otherwise required pursuant to the
definition of PRO FORMA Basis.

          8.13 LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS; ISSUANCE OF CAPITAL STOCK; ETC. Holdings will not, and will
not permit any of its Subsidiaries to:

          (i) make (or give any notice in respect of) any voluntary or optional
     payment or prepayment on or redemption, repurchase or acquisition for value
     of (including, without limitation, by way of depositing with the trustee
     with respect thereto or any other Person money or securities before due for
     the purpose of paying when due) any Rollover Senior Subordinated Note or
     any Permitted Holdings PIK Security; PROVIDED, that to the extent that the
     Leverage Ratio does not exceed 2.5:1.0 on a Pro Forma Basis after giving
     effect to the application described in this proviso and no Default or Event
     of Default exists or would result therefrom, the portion of the net cash
     proceeds from any sale or issuance of Equity Interests of, or cash
     contributions to, Holdings not required to be applied to repay Term Loans
     pursuant to Section 4.02(A)(d) may be used to make voluntary redemptions of
     outstanding Rollover Senior Subordinated Notes under the "equity clawback"
     provisions contained in Section 6(b) of the Rollover Senior Subordinated
     Notes;

          (ii) make (or give any notice in respect of) any principal or interest
     payment on, or any redemption or acquisition for value of, any Shareholder
     Subordinated Note, except to the extent permitted by Section 8.07(ii);

          (iii) amend or modify, or permit the amendment or modification of, (x)
     any provision of any Rollover Senior Subordinated Note Document, or (y) in
     any way adverse to the interests of the Lenders, any provision of any
     Reorganization Document or any Shareholder Subordinated Note;

          (iv) amend, modify or change in any way adverse to the interests of
     the Lenders, any Management Agreement, the terms of any Tax Allocation
     Agreement, the Tax Indemnity Letter, its Certificate of Incorporation
     (including, without limitation, by the filing or modification of any
     certificate of designation) or By-Laws, or any agreement entered into by
     it, with respect to its capital stock or other Equity Interests (including
     any Shareholders' Agreement), or enter into any new agreement with respect
     to its capital stock or other Equity Interests which would be adverse to
     the interests of the Lenders;

          (v) amend or modify, or permit the amendment or modification of, any
     provision of any Permitted Holdings PIK Security in any manner inconsistent
     with the definition of Permitted Holdings PIK Security; or

          (vi) issue any Equity Interests other than (x) in the case of the
     Borrower and its Subsidiaries, non-redeemable common stock or equivalent
     common Equity Interests and (y) in the case of Holdings, (1) the issuance
     of Holdings Common Stock or Permitted Holdings PIK Securities and (2)
     options, warrants and/or rights to purchase Holdings


                                      -84-
<Page>


     Common Stock, in each case where, after giving effect to such issuance, no
     Event of Default will exist under Section 9.10 and to the extent the
     proceeds thereof are applied in accordance with (and to the extent required
     by) Sections 4.02(A)(d) and 7.16.

          8.14 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. Holdings will
not, and will not permit any of its Subsidiaries 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 Subsidiary to (a) pay dividends or
make any other distributions on its capital stock or other Equity Interests or
any participation in its profits owned by Holdings or any Subsidiary of
Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings,
(b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c)
transfer any of its properties or assets to Holdings or any of Holdings'
Subsidiaries, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of the Borrower or a Subsidiary of the
Borrower, (iv) customary provisions restricting assignment of any licensing
agreement entered into by the Borrower or a Subsidiary of the Borrower in the
ordinary course of business, (v) restrictions applicable to any Joint Venture
that is a Subsidiary existing at the time of the acquisition thereof as a result
of an Investment pursuant to Section 8.06(u) or a Permitted Acquisition effected
in accordance with Section 8.02(q), PROVIDED that the restrictions applicable to
the respective Joint Venture are not made worse, or more burdensome, from the
perspective of the Borrower and its Subsidiaries, than those as in effect
immediately before giving effect to the consummation of the respective
Investment or Permitted Acquisition, (vi) the Rollover Senior Subordinated Note
Documents, (vii) customary provisions restricting the transfer of assets subject
to Liens permitted under Sections 8.03(k) and (m), (viii) any document or
instrument evidencing Foreign Subsidiary Line of Credit so long as such
encumbrance or restriction only applies to the Foreign Subsidiary incurring such
Indebtedness, and (ix) the transactions contemplated by the documents governing
the Vendor Financing Program and/or the Alternate Vendor Financing Program.

          8.15 LIMITATION ON THE CREATION OF SUBSIDIARIES. (a) Notwithstanding
anything to the contrary contained in this Agreement, Holdings will not, and
will not permit any of its Subsidiaries to, establish, create or acquire after
the Effective Date any Subsidiary (other than Joint Ventures permitted to be
established in accordance with the requirements of Section 8.06(u)); PROVIDED
that, (a) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to
establish or create (x) Subsidiaries as a result of investments made pursuant to
Section 8.06(r) and (y) Wholly-Owned Subsidiaries so long as (i) at least 30
days' prior written notice thereof (or such lesser notice as is acceptable to
the Administrative Agent) is given to the Administrative Agent, (ii) the Equity
Interests of such new Subsidiary are pledged pursuant to, and to the extent
required by, this Agreement and the applicable Pledge Agreements and, if such
Equity Interests constitute certificated Equity Interests, the certificates
representing such Equity Interests, together with stock or other powers duly
executed in blank, are delivered to the Collateral Agent for the benefit of the
Secured Creditors, (iii) such new Subsidiary (other than a Foreign Subsidiary,
except to the extent otherwise required pursuant to Section 7.15) executes a
counterpart of the Subsidiary Guaranty, the U.S. Pledge Agreement and the
Security Agreement (or in the case of a Foreign Subsidiary, such other forms of
credit documents required by Section 7.15), and (iv) to the extent requested by
the Administrative Agent or the Required Lenders, takes all actions required
pursuant to Section 7.11, and (b) Subsidiaries may be acquired pursuant to


                                      -85-
<Page>


Permitted Acquisitions so long as, in each such case (i) with respect to each
Wholly-Owned Subsidiary acquired pursuant to a Permitted Acquisition, the
actions specified in the applicable subclauses of preceding clause (a) shall be
taken and (ii) with respect to each Subsidiary which is not a Wholly-Owned
Subsidiary and is acquired pursuant to a Permitted Acquisition, all capital
stock or other Equity Interests thereof owned by any Credit Party shall be
pledged pursuant to, and to the extent required by, this Agreement and the
applicable Pledge Agreements. In addition, each new Wholly-Owned Subsidiary
shall execute and deliver, or cause to be executed and delivered, all other
relevant documentation of the type described in Section 5A as such new
Subsidiary would have had to deliver if such new Subsidiary were a Credit Party
on the Effective Date.

          (b) Holdings will not, nor will Holdings permit any of its
Subsidiaries to, enter into any Joint Venture; PROVIDED that the Borrower and
its Subsidiaries may enter into a Joint Venture (and make Investments therein)
to the extent permitted pursuant to Section 8.06(u), so long as all Equity
Interests of such Joint Venture shall be pledged by any Credit Party which owns
same pursuant to, and to the extent required by, the applicable Pledge
Agreements.

          SECTION 9. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

          9.01 PAYMENTS. The Borrower shall (i) default in the payment when due
of any principal of the Loans or (ii) default, and such default shall continue
for three or more days, in the payment when due of any Unpaid Drawing, any
interest on the Loans or any Fees or any other amounts owing hereunder or under
any other Credit Document; or

          9.02 REPRESENTATIONS, ETC. Any representation, warranty or statement
made by Holdings, the Borrower or any other Credit Party herein or in any other
Credit Document or in any statement or certificate delivered pursuant hereto or
thereto shall prove to be untrue in any material respect on the date as of which
made or deemed made; or

          9.03 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.10, 7.11, 7.13, 7.14, 7.16, 7.17 or 8, or (b) default in the due
performance or observance by it of any term, covenant or agreement (other than
those referred to in Section 9.01, 9.02 or clause (a) of this Section 9.03)
contained in this Agreement and such default shall continue unremedied for a
period of at least 30 days after notice to the defaulting party by the
Administrative Agent or the Required Lenders; or

          9.04 DEFAULT UNDER OTHER AGREEMENTS. (a) Holdings or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) beyond the period of grace, if any, provided in the
instrument or agreement under which Indebtedness was created or (ii) default in
the observance or performance of any agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause any such Indebtedness to become due prior to its
stated maturity; or (b) any Indebtedness (other than the


                                      -86-
<Page>


Obligations) of Holdings or any of its Subsidiaries shall be declared to be due
and payable, or shall be required to be prepaid other than by a regularly
scheduled required prepayment or as a mandatory prepayment (unless such required
prepayment or mandatory prepayment results from a default thereunder or an event
of the type that constitutes an Event of Default), prior to the stated maturity
thereof; PROVIDED, that it shall not constitute an Event of Default pursuant to
clause (a) or (b) of this Section 9.04 unless the principal amount of any one
issue of such Indebtedness, or the aggregate amount of all such Indebtedness
referred to in clauses (a) and (b) above, exceeds $20,000,000 at any one time;
or

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

          9.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code or Section 303 or 304 of ERISA, any Plan shall have had or is likely
to have a trustee appointed to administer such Plan, any Plan is, shall have
been or is likely to be terminated or the subject of termination proceedings
under ERISA, a Reportable Event shall have occurred (other than a Reportable
Event related to the filing of a petition under Chapter 11 of the Bankruptcy
Code on or about August 1, 2002), a contributing sponsor (as defined in Section
4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be subject to
the advance reporting requirement of PBGC Regulation Section 4043.61 (without
regard to subparagraph (b)(1) thereof) and an event described in subsections
..62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be
reasonably expected to occur with respect to such Plan within the following 30
days, any Plan which is subject to Title IV of ERISA is, shall have been or is
likely to be terminated or to be the subject of termination proceedings under
ERISA, any Plan shall have an Unfunded Current Liability which exceeds that set
forth on Annex XVI, a contribution required to be made to a Plan or a Foreign
Pension Plan has not been timely made, Holdings or any Subsidiary of Holdings or
any ERISA Affiliate has incurred or is likely to incur a liability to or on
account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of
the Code or on account of a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code,
Holdings or any Subsidiary of Holdings has incurred or is likely to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(1) of ERISA) which provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or employee
pension benefit plans (as defined in


                                      -87-
<Page>


Section 3(2) of ERISA) or Foreign Pension Plans or a "default" within the
meaning of Section 4219(c)(5) of ERISA shall occur with respect to any Plan; (b)
there shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a liability or a material risk of incurring
a liability; and (c) which lien, security interest or liability which arises
from such event or events, individually, and/or in the aggregate, in the opinion
of the Required Lenders, has had, or could reasonably be expected to have a
Material Adverse Effect; or

          9.07 SECURITY DOCUMENTS. (a) Any Security Document shall cease to be
in full force and effect, or shall cease to give the Collateral Agent the Liens,
rights, powers and privileges purported to be created thereby in favor of the
Collateral Agent, or (b) any Credit Party shall default in the due performance
or observance of any term, covenant or agreement on its part to be performed or
observed pursuant to any such Security Document and such default shall continue
beyond any cure or grace period specifically applicable thereto pursuant to the
terms of such Security Document; or

          9.08 GUARANTIES. The Guaranties or any provision thereof shall cease
to be in full force and effect, or any Guarantor or any Person acting by or on
behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under any Guaranty or any Guarantor shall default in the due performance or
observance of any material term, covenant or agreement on its part to be
performed or observed pursuant to any Guaranty; or

          9.09 JUDGMENTS. One or more judgments or decrees shall be entered
against Holdings or any of its Subsidiaries involving a liability (not paid or
not fully covered by insurance) in excess of $20,000,000 for all such judgments
and decrees and all such judgments or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 60 days from the entry
thereof; or

          9.10 OWNERSHIP. A Change of Control Event shall have occurred;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of any Agent or
any Lender to enforce its claims against any Guarantor or the Borrower, except
as otherwise specifically provided for in this Agreement (PROVIDED, that if an
Event of Default specified in Section 9.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment (or the unutilized portion thereof) terminated, whereupon the
Commitment of each Lender (or the unutilized portion thereof) shall forthwith
terminate immediately and any Commitment Fees shall forthwith become due and
payable without any other notice of any kind; (ii) declare the principal of and
any accrued interest in respect of all Loans and all other Obligations owing
hereunder (including Unpaid Drawings) to be, whereupon the


                                      -88-
<Page>


same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to
enforce), any or all of the Liens and security interests created pursuant to the
Security Documents; (iv) terminate any Letter of Credit which may be terminated
in accordance with its terms; and (v) direct the Borrower to pay (and the
Borrower hereby agrees upon receipt of such notice, or upon the occurrence of
any Event of Default specified in Section 9.05, to pay) to the Collateral Agent
at the Payment Office such additional amounts of cash, to be held as security
for the Borrower's reimbursement obligations in respect of Letters of Credit
then outstanding, equal to the aggregate Stated Amount of all Letters of Credit
then outstanding.

          SECTION 10. DEFINITIONS. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

          "A-1 Term Loan" shall have the meaning provided in Section 1.01(A)(a).

          "A-1 Term Loan Commitment" shall mean, with respect to each Lender,
the amount set forth opposite such Lender's name in Annex I directly below the
column entitled "A-1 Term Loan Commitment," as the same may be reduced or
terminated pursuant to Section 3.03 and/or 9 or otherwise modified pursuant to
Section 1.13 and/or 12.04(b).

          "A-1 Term Loan Facility" shall mean the Facility evidenced by the
Total A-1 Term Loan Commitment.

          "A-1 Term Loan Maturity Date" shall mean October 3, 2008.

          "A-1 Term Note" shall have the meaning provided in Section 1.05(a).

          "A-1 TL Percentage" shall mean, at any time, a fraction (expressed as
a percentage) the numerator of which is equal to the aggregate Principal Amount
of all A-1 Term Loans outstanding at such time and the denominator of which is
equal to the aggregate Principal Amount of all Term Loans outstanding at such
time.

          "A-2 Term Loan" shall have the meaning provided in Section 1.01(A)(b).

          "A-2 Term Loan Commitment" shall mean, with respect to each Lender,
the amount set forth opposite such Lender's name in Annex I directly below the
column entitled "A-2 Term Loan Commitment," as the same may be terminated
pursuant to Section 3.03 and/or 9 or otherwise modified pursuant to Section 1.13
and/or 12.04(b).

          "A-2 Term Loan Facility" shall mean the Facility evidenced by the
Total A-2 Term Loan Commitment.

          "A-2 Term Loan Maturity Date" shall mean October 3, 2008.

          "A-2 Term Note" shall have the meaning provided in Section 1.05(a).


                                      -89-
<Page>


          "A-2 TL Percentage" shall mean, at any time, a fraction (expressed as
a percentage) the numerator of which is equal to the aggregate Principal Amount
of all A-2 Term Loans outstanding at such time and the denominator of which is
equal to the aggregate Principal Amount of all Term Loans outstanding at such
time.

          "Acquired Business" shall mean any Person, assets or business division
or product line acquired pursuant to a Permitted Acquisition.

          "Acquired EBITDA" shall mean, for any Acquired Business for any
period, the Consolidated EBITDA as determined for such Acquired Business on a
basis substantially the same (with necessary reference changes) as provided in
the definition of Consolidated EBITDA contained herein, except that (i) all
references therein and in the component definitions used in determining
Consolidated EBITDA to "Holdings and its Subsidiaries" shall be deemed to be
references to the respective Acquired Business and (ii) the adjustments
contained in subclause (iii) of the definition of Consolidated EBITDA shall not
be made. All calculations of Acquired EBITDA shall be made on a Pro Forma Basis
(for such purpose treating each reference to "Consolidated EBITDA" contained in
the definition of Pro Forma Basis as if it were a reference to "Acquired
EBITDA".

          "Additional Security Documents" shall have the meaning provided in
Section 7.11.

          "Administrative Agent" shall mean DBAG and shall include any successor
to the Administrative Agent appointed pursuant to Section 11.10.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the securities having ordinary voting power for the election of directors or
managers of such other Person or (ii) to direct or cause the direction of the
management and policies of such other Person, whether through the ownership of
voting securities, by contract or otherwise.

          "Agents" shall mean the Administrative Agent and the Syndication
Agents; PROVIDED that for purposes of Section 11 and Section 12.01, the term
"Agent" shall include the Lead Arranger.

          "Agreement" shall mean this Credit Agreement, as the same may be from
time to time modified, amended, restated and/or supplemented.

          "Alternate Vendor Financing Program" shall mean any arrangement or
agreement between one or more Foreign Subsidiaries of the Borrower and a
financial institution pursuant to which such Foreign Subsidiary effects Seeded
Instrument Transactions with such financial institution and third party
customers of such Foreign Subsidiary.

          "Applicable Commitment Fee Percentage" shall mean, for any day, (i) in
the event the Total Unutilized Revolving Loan Commitment in effect on such day
is greater than or


                                      -90-
<Page>


equal to 66% of the Total Revolving Loan Commitment as in effect on such day,
0.750%, (ii) in the event the Total Unutilized Revolving Loan Commitment in
effect on such day is (x) greater than or equal to 33% of the Total Revolving
Loan Commitment as in effect on such day and (y) less than 66% of the Total
Revolving Loan Commitment as in effect on such day, 0.625%, and (iii) in the
event the Total Unutilized Revolving Loan Commitment in effect on such day is
less than 33% of the Total Revolving Loan Commitment as in effect on such day,
0.500%. For purposes of this definition, the Total Unutilized Revolving Loan
Commitment and Total Revolving Loan Commitment as in effect on any day shall be
determined as at 4:00 P.M. (New York time) on such day.

          "Applicable Credit Rating Level" shall mean at any time, Rating Level
1 or Rating Level 2, as in effect at such time.

          "Applicable Margin" shall mean, with respect to each Loan, on any day
during a period set forth below, a percentage per annum determined on the basis
of the Applicable Credit Rating Level in effect on such day, as set forth below:


<Table>
<Caption>

----------------------------------------------------------------------------------------------------------
                                                        Applicable Margins
                         ---------------------------------------------------------------------------------
   Applicable Credit
     Rating Level                Term Loans              Revolving Loans            Swingline Loans
------------------------ --------------------------- ------------------------- ---------------------------
                         Euro Rate      Base Rate    Euro Rate     Base Rate   Euro Rate      Base Rate
------------------------ -------------- ------------ ------------- ----------- -------------- ------------
<S>                      <C>            <C>          <C>           <C>         <C>            <C>
Rating Level 1              4.00%          3.00%         3.75%        2.75%       4.25%          2.75%
------------------------ -------------- ------------ ------------- ----------- -------------- ------------
Rating Level 2              4.25%          3.25%         4.00%        3.00%       4.50%          3.00%
----------------------------------------------------------------------------------------------------------
</Table>


     Any change in the Applicable Margins as a result of a change in the
Applicable Credit Rating Level shall be effective for purposes of this
definition on the day immediately following such change. Notwithstanding
anything to the contrary contained above in this definition, the Applicable
Margins shall be based on Rating Level 2 at all times during which there shall
exist any Default or Event of Default.

          "Approved Currency" shall mean each of U.S. Dollars and Euros.

          "Asset Sale" shall mean any sale, transfer or other disposition by
Holdings or any of its Subsidiaries to any Person other than the Borrower or any
Wholly-Owned Subsidiary of the Borrower of any asset (including, without
limitation, any capital stock or other Equity Interests of another Person) of
Holdings or such Subsidiary other than (i) sales, transfers or other
dispositions of inventory made in the ordinary course of business and (ii) sales
of assets pursuant to Section 8.02(a), (d), (e), (f), (j), (n), (p), (w), (x)
and (y).

          "Assignment and Assumption Agreement" shall mean the Assignment and
Assumption Agreement substantially in the form of Exhibit K (appropriately
completed).

          "Authorized Officer" shall mean the Chief Executive Officer,
President, Chief Financial Officer, Treasurer, Controller, Vice President or
Secretary or any other senior officer


                                      -91-
<Page>


of Holdings or the Borrower designated as such in writing to the Administrative
Agent by Holdings or the Borrower, in each case to the extent reasonably
acceptable to the Administrative Agent.

          "Available Revolving Loan Commitment" of any RL Lender at any time
shall mean its RL Percentage of the Total Available Revolving Loan Commitment at
such time.

          "AVFP Debt Threshold Amount" shall mean $0 initially; PROVIDED that on
each date upon which a mandatory commitment reduction or mandatory repayment is
required pursuant to Section 3.03(d) or 4.02(A)(i) as a result of the incurrence
of Capitalized Lease Obligations in excess of the AVFP Debt Threshold Amount as
theretofore in effect, the AVFP Debt Threshold Amount shall be increased (on the
date of, and after giving effect to, the respective mandatory commitment
reduction or repayment) by an amount equal to the product of (x) the aggregate
amount of the mandatory repayment and/or commitment reduction required on such
date pursuant to Section 3.03(d) and/or 4.02(A)(i), as applicable, MULTIPLIED BY
(y) 2.

          "Bankruptcy Code" shall have the meaning provided in Section 9.05.

          "Bankruptcy Court" shall mean the applicable United States Bankruptcy
Court having jurisdiction over the Plan of Reorganization and the Disclosure
Statement.

          "Base Rate" at any time shall mean the higher of (x) the rate which is
1/2 of 1% in excess of the Federal Funds Rate and (y) the Prime Lending Rate.

          "Base Rate Loan" shall mean each U.S. Dollar Denominated Loan
designated or deemed designated as such by the Borrower at the time of the
incurrence thereof or conversion thereto.

          "Blocked Revolving Loan Commitment" shall mean, at any time, the
remainder of (x) the aggregate outstanding principal amount of lines of credit
extended by third Persons to any Foreign Subsidiary pursuant to Section 8.04(i)
(for such purpose taking the U.S. Dollar Equivalent (determined in accordance
with the requirements of Section 12.07(d) as if such outstanding principal
amounts were Euro Denominated Loans for purposes of such Section) of such
principal amount at such time) LESS (y) $35,000,000.

          "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

          "Borrowing" shall mean the incurrence of one Type of Loan pursuant to
a single Facility by the Borrower from all of the Lenders having Commitments
with respect to such Facility on a PRO RATA basis (or from DBAG, in the case of
Swingline Loans) on a given date (or resulting from conversions on a given
date), having in the case of Euro Rate Loans the same Interest Period; PROVIDED,
that Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered
part of any related Borrowing of Eurodollar Loans.

          "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which shall
be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other govern-


                                      -92-
<Page>


mental actions to close, and (ii) with respect to all notices and determinations
in connection with, and payments of principal, Unpaid Drawings and interest on
or with respect to, Euro Rate Loans or any Euro Denominated Letters of Credit,
any day which is a Business Day described in clause (i) and which is also (A) a
day for trading by and between banks in the London interbank market and which
shall not be a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close in London or
New York City and (B) in relation to any payment in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open.

          "Calculation Period" shall have the meaning provided in Section
8.02(q).

          "Capital Expenditures" shall mean, with respect to any Person, for any
period, all expenditures by such Person which should be capitalized in
accordance with GAAP during such period, including, without duplication, all
such expenditures with respect to fixed or capital assets (including, without
limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP) and, without duplication, all such expenditures
relating to instruments leased to, rented to, or otherwise seeded to, customers
and the amount of all Capitalized Lease Obligations incurred by such Person
during such period.

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

          "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of Holdings or any of its Subsidiaries, in each case taken at the
amount thereof accounted for as liabilities in accordance with GAAP.

          "Cash Consideration" shall have the meaning provided in Section
8.02(q).

          "Cash Equivalents" shall mean (i) 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, (ii) U.S. dollar denominated
time deposits, certificates of deposit and bankers acceptances of (x) any Lender
or (y) any bank whose short-term commercial paper rating from Standard & Poor's
Corporation ("S&P") is at least A-1 or the equivalent thereof or from Moody's
Investors Service, Inc. ("Moody's") is at least P-1 or the equivalent thereof
(any such bank or Lender, an "Approved Lender"), in each case with maturities of
not more than twelve months from the date of acquisition, (iii) commercial paper
issued by any Approved Lender or by the parent company of any Approved Lender
and commercial paper issued by, or guaranteed by, any industrial or financial
company with a short-term commercial paper rating of at least A-2 or the
equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's,
or guaranteed by any industrial company with a long term unsecured debt rating
of at least A or A2, or the equivalent of each thereof, from S&P or Moody's, as
the case may be, and in each case maturing within twelve months after the date
of acquisition, (iv) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within twelve months from the date of
acquisition thereof and,



                                      -93-
<Page>


at the time of acquisition, having one of the two highest ratings obtainable
from either S&P or Moody's and (v) investments in money market funds
substantially all the assets of which are comprised of securities of the types
described in clauses (i) through (iv) above.

          "Change of Control Event" shall mean (a) Holdings shall cease to own
directly 100% on a fully diluted basis of the economic and voting interest in
the Borrower's capital stock, (b) any Person or "group" (within the meaning of
Rule 13d-5 of the Securities Exchange Act of 1934, as in effect on the date
hereof) shall (i) prior to a Qualified Offering, have acquired beneficial
ownership of more than 50% on a fully diluted basis of the economic and voting
interest in Holdings' capital stock, (ii) after a Qualified Offering, have
acquired beneficial ownership of 30% or more on a fully diluted basis of the
economic and voting interest in Holdings' capital stock or (iii) at any time,
have obtained the power (whether or not exercised) to elect a majority of
Holdings' directors, (c) the Board of Directors of Holdings shall cease to
consist of a majority of Continuing Directors or (d) any "Change of Control" as
such term is defined in the Rollover Senior Subordinated Note Indenture, or any
successor or similar provision, or any Permitted Holdings PIK Securities shall
occur.

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

          "Collateral" shall mean all of the "Collateral" as defined in each of
the Security Documents.

          "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

          "Collective Bargaining Agreements" shall have the meaning provided in
Section 5A.14.

          "Commitment" shall mean, with respect to each Lender, such Lender's
A-1 Term Loan Commitment, A-2 Term Loan Commitment and Revolving Loan
Commitment.

          "Commitment Fee" shall have the meaning provided in Section 3.01(a).

          "Company" shall mean any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).

          "Consolidated Current Assets" shall mean, at any time, the current
assets (other than cash, Cash Equivalents and deferred income taxes to the
extent included in current assets) of Holdings and its Subsidiaries at such time
determined on a consolidated basis.

          "Consolidated Current Liabilities" shall mean, at any time, the
current liabilities of Holdings and its Subsidiaries determined on a
consolidated basis, but excluding (i) deferred income taxes, (ii) the current
portion of, and accrued but unpaid interest on, any Indebtedness under this
Agreement and any other long-term Indebtedness which would otherwise be included


                                      -94-
<Page>


therein and (iii) short-term borrowings of Foreign Subsidiaries of Holdings
unless the proceeds thereof are used to finance current assets of such Foreign
Subsidiaries.

          "Consolidated Debt" shall mean, at any time, the sum of (without
duplication) (i) all Indebtedness of Holdings and its Subsidiaries (on a
consolidated basis) as would be required to be reflected as debt or Capital
Leases on the liability side of a consolidated balance sheet of Holdings and its
Subsidiaries in accordance with GAAP and (ii) all Contingent Obligations of
Holdings and its Subsidiaries in respect of Indebtedness of any third Person of
the type referred to in preceding clause (i).

          "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income before (i) total interest expense (inclusive of amortization of deferred
financing fees and any other original issue discount) of Holdings and its
Subsidiaries determined on a consolidated basis, and (ii) provisions for taxes
based on income and foreign withholding taxes, in each case to the extent
deducted in determining Consolidated Net Income for such period and without
giving effect to (x) any extraordinary gains or losses and (y) any gains or
losses from sales of assets other than inventory sold in the ordinary course of
business.

          "Consolidated EBITDA" shall mean for any period, Consolidated EBIT,
adjusted by (x) adding thereto (in each case to the extent deducted in
determining Consolidated Net Income for such period and not already added back
in determining Consolidated EBIT) the amount of (i) all depreciation and
amortization expense that were deducted in determining Consolidated EBIT for
such period, (ii) any non-cash charges in such period to the extent that (I)
such non-cash charges do not give rise to a liability that would be required to
be reflected on the consolidated balance sheet of Holdings (and so long as no
cash payments or cash expenses will be associated therewith (whether in the
current period or for any future period)) and (II) same were deducted in
arriving at Consolidated EBIT for such period, (iii) the amount of all fees and
expenses incurred in connection with the Transaction for such period to the
extent that same were deducted in determining Consolidated Net Income for such
period (iv) the write off of inventory step-up, intangibles and in-process
research and development costs in accordance with purchase or fresh start
accounting, (v) any non-cash charges deducted in determining Consolidated Net
Income for such period and (vi) cash restructuring charges incurred in such
period to the extent (A) contemplated by the Projections or (B) reflected in a
restructuring reserve maintained on the consolidated balance sheet of Holdings
and its Subsidiaries on the Initial Borrowing Date to the extent deducted in
determining Consolidated Net Income for such period and (y) subtracting
therefrom, to the extent included in arriving at Consolidated EBIT for such
period, the amount of non-cash gains during such period.

          "Consolidated Interest Coverage Ratio" for any period shall mean the
ratio of Consolidated EBITDA for such period to Consolidated Interest Expense
for such period.

          "Consolidated Interest Expense" shall mean, for any period, (i) the
total consolidated interest expense (net of interest income) of Holdings and its
Subsidiaries (including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit) for such period
(calculated without regard to any limitations on payment thereof), adjusted to
exclude (to the extent same would otherwise be included in the calculation above
in this clause (i)) (A) the amortization of any deferred financing costs for
such period and (B) non-


                                      -95-
<Page>


cash interest expense (including amortization of discount and interest which
will be added to, and thereafter become part of, the principal or liquidation
preference of the respective Indebtedness or Preferred Equity through a
pay-in-kind feature or otherwise, but excluding all regularly accruing interest
expense which will be payable in cash in a subsequent period) payable in respect
of any Indebtedness or Preferred Equity, PLUS (ii) without duplication, that
portion of Capitalized Lease Obligations of Holdings and its Subsidiaries on a
consolidated basis representing the interest factor for such period, all as
determined in accordance with GAAP (subject to the express requirements set
forth above); PROVIDED that for any Test Period ending on or prior to June 30,
2003, Consolidated Net Interest Expense for such Test Period shall be
Consolidated Net Interest Expense for that portion of such Test Period occurring
on and after the Initial Borrowing Date multiplied by a fraction the numerator
of which is 365 and the denominator of which is the number of days elapsed from
the Initial Borrowing Date to the last day of such Test Period (in each case
taken as one accounting period).

          "Consolidated Net Income" shall mean, for any period, the net income
(or loss), after provision for taxes, of Holdings and its Subsidiaries
determined on a consolidated basis for such period (taken as a single accounting
period) in accordance with GAAP, PROVIDED that the following items shall be
excluded in computing Consolidated Net Income (without duplication): (i) the net
income (or net losses) of any Person in which any other Person or Persons (other
than Holdings and its Wholly-Owned Subsidiaries) has an equity interest or
interests, except to the extent of the amount of dividends or other
distributions actually paid to Holdings or such Wholly-Owned Subsidiaries by
such Person during such period, (ii) except for determinations expressly
required to be made on a PRO FORMA Basis, the net income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary or all or substantially all of
the property or assets of such Person are acquired by a Subsidiary, (iii) the
net income of any Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary of such net income is not
at the time permitted by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Subsidiary and (iv) stock compensation expense to
the extent deducted and determining such net income for such period.

          "Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (d) otherwise to assure or hold harmless the owner of
such primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that
the term Contingent Obligation shall not include endorsements of instruments for
deposit or collection or standard contractual indemnities entered into, in each
case in the ordinary course of business. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
or, if not stated or determinable,


                                      -96-
<Page>


the maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith.

          "Continuing Directors" shall mean the directors of Holdings on the
Effective Date and each other director if such director's nomination for the
election to the Board of Directors of Holdings is recommended by a majority of
the then Continuing Directors.

          "Credit Documents" shall mean this Agreement, the Notes, the
Guaranties and each Security Document.

          "Credit Event" shall mean the making of a Loan (other than a Revolving
Loan made pursuant to an RL Mandatory Borrowing) or the issuance of a Letter of
Credit.

          "Credit Party" shall mean Holdings, the Borrower and each Subsidiary
Guarantor.

          "DBAG" shall mean Deutsche Bank AG, New York Branch, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

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

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

          "DIP Credit Agreement" shall mean the Debtor-in-Possession Credit and
Guaranty Agreement, dated as of July 31, 2002, among Holdings, the Borrower, the
financial institutions from time to time party thereto and Deutsche Bank Trust
Company Americas, as Administrative Agent, as amended, modified and supplemented
to but excluding the Effective Date.

          "Disclosure Statement" shall mean the Disclosure Statement, dated June
27, 2002 pursuant to Section 1125 of the Bankruptcy Code relating to the Plan of
Reorganization, as approved by the Bankruptcy Court.

          "Dividends" shall have the meaning provided in Section 8.07.

          "Documents" shall mean, collectively, the Credit Documents, the
Rollover Senior Subordinated Note Documents, the Refinancing Documents and the
Reorganization Documents.

          "Effective Date" shall have the meaning provided in Section 12.10.

          "Eligible Transferee" shall mean and include a commercial bank,
investment company, financial institution, fund or other "accredited investor"
(as defined in Regulation D of the Securities Act), or any other Person approved
by the Administrative Agent and the Borrower.

          "Employment Agreements" shall have the meaning provided in Section
5A.14.


                                      -97-
<Page>


          "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any violation (or alleged violation) by Holdings or any of its
Subsidiaries under any Environmental Law (hereafter "Claims") or any permit
issued under any such law, including, without limitation, (a) any and all Claims
by governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

          "Environmental Law" shall mean any federal, state or local statute,
law, rule, regulation, ordinance, code, policy or rule of common law now or
hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment (for purposes of this definition
(collectively, "Laws")), relating to the environment or Hazardous Materials or
health and safety to the extent health and safety issues arise under the
Occupational Safety and Health Act of 1970, as amended, or any such similar
Laws.

          "Equity Interests" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

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

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with Holdings or any Subsidiary of Holdings would be
deemed to be a "single employer" within the meaning of Section 414(b), (c), (m)
or (o) of the Code.

          "Euro" and the designation "E" shall mean the single currency of
participating member states Of the European Union.

          "Euro Denominated Letter of Credit" shall mean each Letter of Credit
denominated in Euros.

          "Euro Denominated Letter of Credit Outstandings" shall mean, at any
time, the sum of (i) the aggregate Stated Amount of all outstanding Euro
Denominated Letters of Credit at such time and (ii) the aggregate amount of all
Unpaid Drawings (taking the U.S. Dollar Equivalent of all Unpaid Drawings
payable in Euros) with respect to Euro Denominated Letters of Credit at such
time.

          "Euro Denominated Loan" shall mean all Loans denominated in Euros,
which shall include each Euro Denominated Revolving Loan and each Euro
Denominated Swingline Loan.


                                      -98-
<Page>


          "Euro Denominated Revolving Loan" shall mean each Revolving Loan
incurred in Euros.

          "Euro Denominated Swingline Loan" shall mean each Swingline Loan
incurred in Euros.

          "Euro Equivalent" shall mean, at any time for the determination
thereof, the amount of Euros which could be purchased with the amount of U.S.
Dollars (or other currency other than Euros) involved in such computation at the
spot exchange rate therefor as quoted by the Administrative Agent as of 11:00
A.M. (London time) on the date two Business Days prior to the date of any
determination thereof for purchase on such date (or, in the case of any
determination pursuant to Section 12.17 or Section 26 of the Subsidiaries
Guaranty, on the date of determination).

          "Euro L/C Stated Amount" of each Euro Denominated Letter of Credit
shall, at any time, mean the maximum amount available to be drawn thereunder
(expressed in Euros) (in each case determined without regard to whether any
conditions to drawing could then be met, but after giving effect to all previous
drawings made thereunder).

          "Euro LIBOR" shall mean, with respect to each Borrowing of Euro
Denominated Revolving Loans, (i) the rate per annum for deposits in Euros as
determined by the Administrative Agent for a period corresponding to the
duration of the relevant Interest Period which appears on Reuters Page
EURIBOR-01 (or any successor page) at approximately 11:00 A.M. (Brussels time)
on the date which is two Business Days prior to the commencement of such
Interest Period or (ii) if such rate is not shown on Reuters Page EURIBOR-01 (or
any successor page), the average offered quotation to four prime banks in the
Euro-zone interbank market by the Administrative Agent for Euro deposits of
amounts comparable to the principal amount of the Euro Denominated Revolving
Loan to be made by the Administrative Agent as part of such Borrowing (or, if
the Administrative Agent is not lending any part of such Borrowing, the Lender
with the largest percentage of the respective such Borrowing) with maturities
comparable to the Interest Period to be applicable to such Loan (rounded upward
to the next whole multiple of 1/16 of 1%), determined as of 11:00 A.M. (Brussels
time) on the date which is two Business Days prior to the commencement of such
Interest Period; PROVIDED that in the event the Administrative Agent has made
any determination pursuant to Section 1.10(a)(i) in respect of Loans denominated
in Euros, or in the circumstances described in clause (i) to the proviso to
Section 1.10(b) in respect of Loans denominated in Euros, Euro LIBOR determined
pursuant to this definition shall instead be the rate determined by the
Administrative Agent (or, if the Administrative Agent is not lending any Loans
pursuant to a given Borrowing, the Lender with the largest Revolving Loan
Commitment (or, if all Revolving Loan Commitments have been terminated, the
Lender holding the highest amount of outstanding Revolving Loans)), as the case
may be, as the all-in-cost of funds for the Administrative Agent (or such other
Lender) to fund a Borrowing of Loans denominated in Euros with maturities
comparable to the Interest Period applicable thereto.

          "Euro Rate" shall mean and include each of the Eurodollar Rate, Euro
LIBOR and the Overnight Euro Rate.


                                      -99-
<Page>

          "Euro Rate Loan" shall mean each Eurodollar Loan and each Euro
Denominated Loan.

          "Eurodollar Loans" shall mean each U.S. Dollar Denominated Loan
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

          "Eurodollar Rate" shall mean, for any Interest Period, in the case of
any U.S. Dollar Denominated Loan, (i) the arithmetic average (rounded to the
nearest 1/100 of 1%) of the offered quotation to first-class banks in the
interbank Eurodollar market by DBAG for U.S. dollar deposits of amounts in same
day funds comparable to the outstanding principal amount of the Eurodollar Loan
of DBAG for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loan,
determined as of 10:00 A.M. (New York time) on the date which is two Business
Days prior to the commencement of such Interest Period divided (and rounded
upward to the next whole multiple of 1/16 of 1%) by (ii) a percentage equal to
100% minus the then stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable to any member bank of the Federal Reserve System in respect
of Eurocurrency liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D); PROVIDED that, to the extent that
an interest rate is not ascertainable pursuant to the foregoing provisions of
this definition, the rate to be used for purposes of this definition shall be
the interest rate per annum determined by the Administrative Agent to be the
rate per annum at which deposits in U.S. Dollars are offered for such relevant
Interest Period to major banks in the London interbank market in London, England
by DBAG at approximately 11:00 a.m. (London time) on the date which is two
Business Days prior to the beginning of such Interest Period, divided (and
rounded, if necessary, upward to the nearest multiple of 1/16th of 1%) by (b) a
percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserve required by applicable law) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency funding
or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D).

          "Event of Default" shall have the meaning provided in Section 9.

          "Excess Cash Flow" shall mean, for any period, (i) the sum of (A)
Consolidated Net Income for such period, PLUS (B) the amount of all non-cash
charges (including, without limitation or duplication, depreciation,
amortization and non-cash interest expense) included in determining Consolidated
Net Income for such period, PLUS (C) the decrease, if any, in Working Capital
from the first day to the last day of such period, MINUS (ii) the sum of (A) any
non-cash credits (including from sales of assets) included in determining
Consolidated Net Income for such period, (B) gains from sales of assets (other
than sales of inventory in the ordinary course of business) included in
determining Consolidated Net Income for such period, (C) an amount equal to (1)
all Capital Expenditures (excluding Capital Expenditures made pursuant to
Section 8.09(c), (d) or (e)) made during such period that are not financed by
Indebtedness (including Capitalized Lease Obligations but excluding Loans
hereunder) plus (or minus, if negative) (2) the Rollover Amount for such period
to be carried forward to the next period less the Rollover Amount (if any) for
the preceding period carried forward to the current period, (D) the aggregate
principal amount of permanent principal payments of Indebtedness for borrowed
money of the


                                     -100-
<Page>


Borrower and its Subsidiaries (other than repayments of Loans, provided that
repayments of Loans shall be deducted in determining Excess Cash Flow if such
repayments were (x) required as a result of a Scheduled A-1 Repayment or a
Scheduled A-2 Repayment under Section 4.02(A)(b) or (y) made as a voluntary
prepayment with internally generated funds (but in the case of a voluntary
prepayment of Revolving Loans, only to the extent accompanied by a voluntary
reduction to the Total Revolving Loan Commitment)) during such period, (E)
non-cash charges added back in a previous period pursuant to clause (i)(B) above
to the extent any such charge has become a cash item in the current period, (F)
the increase, if any, in Working Capital from the first day to the last day of
such period, (G) any cash disbursements made during such period against
non-current liabilities (such as transition reserves and deferred taxes) to the
extent not deducted in determining Consolidated Net Income, (H) without
duplication of amounts deducted above pursuant to this clause (ii), the amount
of cash expended in respect of Permitted Acquisitions during such period, except
to the extent financed with Indebtedness, (I) without duplication of amounts
deducted above pursuant to this clause (ii), cash Investments made by the
Borrower and its Subsidiaries pursuant to, and in accordance with the terms of,
Section 8.06 during such period, to the extent not financed with Indebtedness
and not deducted in determining Consolidated Net Income for such period, (J) any
cash restructuring expenditures incurred during such period to the extent
contemplated by the Projections and not deducted in determining Consolidated Net
Income for such period, and (K) cash restructuring expenditures incurred during
such period to the extent reflected in a restructuring reserve maintained on the
consolidated balance sheet of Holdings and its Subsidiaries on the Initial
Borrowing Date and not deducted in determining Consolidated Net Income for such
period.

          "Excess Cash Flow Period" shall mean each fiscal year (commencing with
the fiscal year ending December 31, 2003).

          "Excess Cash Payment Date" shall mean the date occurring 90 days after
the last day of a fiscal year of Holdings (beginning with its fiscal year ending
on December 31, 2003) (or, if earlier, the date of the delivery (or required
delivery) of the annual financial statements of Holdings pursuant to Section
7.01(c) for such fiscal year of Holdings).

          "Excess Proceeds" shall mean (i) the net proceeds received by Holdings
after the Effective Date from any sale or issuance of Holdings Common Stock
which is permitted to be retained by Holdings pursuant to Section 4.02(A)(d)
(but excluding, for avoidance of doubt, any proceeds received by Holdings from
its sale or issuance of Equity Interests pursuant to the Transaction on the
Initial Borrowing Date), to the extent contributed to the Borrower in accordance
with Section 7.16, and (ii) the portion of Excess Cash Flow of Holdings and its
Subsidiaries which is permitted to be retained by the Borrower pursuant to
Section 4.02(A)(f).

          "Excess Proceeds Amount" shall initially be $0, which amount shall be
(A) INCREASED (i) on each Excess Cash Payment Date so long as any repayment
required pursuant to Section 4.02(A)(f) has been made, by an amount equal to
Excess Cash Flow for the immediately preceding Excess Cash Flow Period
multiplied by a percentage equal to 100% MINUS the Applicable Prepayment
Percentage, (ii) on the date of the receipt by Holdings of the proceeds from any
sale or issuance of Holdings Common Stock (but excluding any proceeds received
by Holdings from its sale or issuance of Equity Interests pursuant to the
Transaction on the Initial Borrowing Date), so long as any repayment pursuant to
Section 4.02(A)(d) that is required by


                                     -101-
<Page>


such Section has been made and Holdings has contributed such proceeds to the
Borrower in accordance with Section 7.16, by an amount equal to 50% of the net
proceeds from such sale or issuance, and (B) REDUCED (i) on each Excess Cash
Payment Date where Excess Cash Flow for the immediately preceding Excess Cash
Flow Period is a negative number, by such amount, (ii) at the time any Capital
Expenditure is made pursuant to Section 8.09(d), by the amount thereof, and
(iii) at the time any investment is made pursuant to Section 8.06(u), by the
amount of Excess Proceeds expended in connection therewith (it being understood
that the Excess Proceeds Amount may be reduced to an amount below zero after
giving effect to the reductions enumerated in clause (B) above).

          "Excluded Pledge Subsidiary" shall mean each of the Foreign
Subsidiaries listed on Annex XIII hereto, as the same may be modified from time
to time in accordance with the requirements of Section 7.17.

          "Existing Credit Agreement" shall mean the Credit Agreement, dated as
of June 29, 1999, among Holdings, the Borrower, Dade Behring Holding GmbH, the
financial institutions from time to time party thereto and Deutsche Bank Trust
Company Americas, as Administrative Agent, as amended, modified and supplemented
to but excluding the Effective Date.

          "Existing Indebtedness" shall have the meaning provided in Section
6.24.

          "Existing Indebtedness Agreements" shall have the meaning provided in
Section 5A.14.

          "Existing Intercompany Indebtedness" shall have the meaning provided
in Section 6.24.

          "Existing Letters of Credit" shall have the meaning provided in
Section 2.01(d).

          "Existing Senior Subordinated Note Indenture" shall mean the
Indenture, dated May 7, 1996, entered into by and between the Borrower and IBJ
Schroder Bank & Trust Company, as trustee thereunder, as in effect on the
Initial Borrowing Date (immediately prior to giving effect thereto).

          "Existing Senior Subordinated Notes" shall mean the Series B 11-1/8%
Senior Subordinated Notes Due 2006 issued in accordance with the terms of the
Existing Senior Subordinated Note Indenture, as in effect on the Initial
Borrowing Date (immediately prior to giving effect thereto).

          "Facility" shall mean any of the credit facilities established under
this Agreement, I.E., the A-1 Term Loan Facility, the A-2 Term Loan Facility or
the Revolving Loan Facility.

          "Facing Fee" shall have the meaning provided in Section 3.01(c).

          "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as


                                     -102-
<Page>

published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three Federal Funds brokers of recognized standing selected by the
Administrative Agent.

          "Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 3.01.

          "Foreign Cash Equivalents" shall mean certificates of deposit or
bankers acceptances of any bank organized under the laws of Canada, Japan or any
country that is a member of the European Economic Community 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, in each case with
maturities of not more than twelve months from the date of acquisition.

          "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America or its territories or
possessions (including the Commonwealth of Puerto Rico) by Holdings or any one
or more of its Subsidiaries primarily for the benefit of employees of Holdings
or such Subsidiaries residing outside the United States of America or its
territories or possessions (including the Commonwealth of Puerto Rico), which
plan, fund or other similar program provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

          "Foreign Pledge Agreement" shall have the meaning provided in Section
5A.10(c).

          "Foreign Subsidiary" shall mean, as to any Person, each Subsidiary of
such Person that is organized under the laws of any jurisdiction other than the
United States of America, any State thereof, or any territory thereof.

          "Foreign Subsidiary Line of Credit" shall have the meaning provided in
Section 8.04(i).

          "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of Section 8,
including defined terms as used therein, are subject (to the extent provided
therein) to Section 12.07(a).

          "Guaranteed Creditors" shall mean and include each of the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Collateral Agent, each Letter of Credit Issuer, each Lender and each party
(other than any Credit Party) party to an Interest Rate Protection Agreement or
Other Hedging Agreement to the extent such party constitutes a Secured Creditor
under the Security Documents.

          "Guaranteed Obligations" shall mean (i) the full and prompt payment
when due (whether at the stated maturity, by acceleration or otherwise) of the
principal and interest on each Note issued by the Borrower to each Lender, and
all Loans made, under this Agreement and all


                                     -103-
<Page>


reimbursement obligations and Unpaid Drawings with respect to Letters of Credit,
together with all the other obligations (including obligations which, but for
the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities (including, without limitation, indemnities, fees and
interest thereon) of the Borrower to each Lender, each Letter of Credit Issuer,
each Agent and the Collateral Agent now existing or hereafter incurred under,
arising out of or in connection with this Agreement or each other Credit
Document and the due performance and compliance by the Borrower with all the
terms, conditions and agreements contained in the Credit Documents to which it
is a party and (ii) the full and prompt payment when due (whether by
acceleration or otherwise) of all obligations (including obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) of the Borrower and each of its Subsidiaries owing under any Interest Rate
Protection Agreement or Other Hedging Agreement entered into by the Borrower or
such Subsidiary with any Lender or any affiliate thereof (even if such Lender
subsequently ceases to by a Lender under this Agreement for any reason) so long
as such Lender or affiliate participates in such Interest Rate Protection
Agreement or Other Hedging Agreement, and their subsequent assigns, if any,
whether now in existence or hereafter arising, and the due performance and
compliance with all terms, conditions and agreements contained therein.

          "Guaranteed Party" shall mean the Borrower and each Subsidiary of the
Borrower party to any Interest Rate Protection Agreement or Other Hedging
Agreement with any Secured Creditor.

          "Guarantor" shall mean Holdings, the Borrower and each Subsidiary
Guarantor.

          "Guaranty" shall mean and include (i) the Holdings Guaranty and (ii)
the Subsidiary Guaranty.

          "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect.

          "Hoechst" shall mean Hoechst AG, a German corporation, and any
successor thereto by merger, consolidation or otherwise (including any entity
resulting from the planned combination of Hoechst and Rhone-Poulenc).

          "Holdings" shall have the meaning provided in the first paragraph of
this Agreement.

          "Holdings Common Stock" shall have the meaning provided in Section
6.16.

          "Holdings Guaranty" shall mean the guaranty of Holdings pursuant to
Section 13.


                                     -104-
<Page>


          "Holdings Tax Allocation Agreement" shall mean the Tax Sharing
Agreement, dated as of December 20, 1994, among Holdings and the Borrower and
its Domestic Subsidiaries.

          "Indebtedness" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services payable to the sellers thereof or any of such seller's
assignees which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person but excluding deferred rent as determined in
accordance with GAAP, (iii) the face amount of all letters of credit issued for
the account of such Person and, without duplication, all drafts drawn
thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been
assumed, (v) all Capitalized Lease Obligations of such Person, (vi) all
obligations of such Person to pay a specified purchase price for goods or
services whether or not delivered or accepted, I.E., take-or-pay and similar
obligations, (vii) all obligations under Interest Rate Protection Agreements and
Other Hedging Agreements and (viii) all Contingent Obligations of such Person,
PROVIDED, that Indebtedness shall not include trade payables and accrued
expenses, in each case arising in the ordinary course of business.

          "Indebtedness to be Refinanced" shall have the meaning provided in
Section 6.24(c).

          "Initial Borrowing Date" shall mean the date upon which the Term Loans
are initially incurred hereunder.

          "Insider Noteholders" shall have the meaning provided such term in the
Disclosure Statement.

          "Intercompany Loan" shall have the meaning provided in Section
8.06(g).

          "Intercompany Notes" shall mean promissory notes evidencing
Intercompany Loans in the form of Exhibit L.

          "Interest Period," with respect to any Euro Rate Loan, shall mean the
interest period applicable thereto, as determined pursuant to Section 1.09.

          "Interest Determination Date" shall mean, with respect to any Euro
Rate Loan (other than a Swingline Loan), the second Business Day prior to the
commencement of any Interest Period relating to such Euro Rate Loan.

          "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement. "Investment"
shall have the meaning provided in Section 8.06.

          "Joint Venture" shall mean any Person, other than an individual or a
Wholly-Owned Subsidiary of the Borrower, (i) in which the Borrower or a
Subsidiary of the Borrower holds or acquires an ownership interest (whether by
way of capital stock, partnership


                                     -105-
<Page>


or limited liability company interest, or other evidence of ownership) and (ii)
which is engaged in a business of the type described in Section 8.01(a).

          "Judgment Currency" shall have the meaning provided in Section
12.17(a).

          "Judgment Currency Conversion Date" shall have the meaning provided in
Section 12.17(a).

          "L/C Supportable Indebtedness" shall mean (i) Foreign Subsidiary Line
of Credit, (ii) obligations of the Borrower or its Subsidiaries incurred in the
ordinary course of business with respect to insurance obligations and workers'
compensation, surety bonds and other similar statutory obligations and (iii)
such other obligations of the Borrower or any of its Subsidiaries as are
reasonably acceptable to the Administrative Agent and the respective Letter of
Credit Issuer and otherwise permitted to exist pursuant to the terms of this
Agreement.

          "Lead Arranger" shall mean Deutsche Bank Securities, Inc. in its
capacity as Lead Arranger and Lead Book Runner.

          "Leasehold" of any Person shall mean all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

          "Lender" shall mean each financial institution with a Commitment
listed on Annex I (as amended from time to time), as well as any Person which
becomes a "Lender" hereunder pursuant to Section 1.13 and/or 12.04(b). Unless
the context otherwise requires, each reference in this Agreement to a Lender
includes each lending office (including any Affiliate of the respective Lender)
of the respective Lender designated from time to time pursuant to Section 1.12.

          "Lender Default" shall mean (i) the wrongful refusal (which has not
been retracted) of a Lender to make available its portion of any Borrowing
(including any RL Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.04(c) or (ii) a Lender having notified the
Administrative Agent and the Borrower that it does not intend to comply with the
obligations under Section 1.01(A)(d), 1.01(C) or 2.04(c) in circumstances where
such non-compliance would constitute a breach of such Lender's obligations under
the relevant Section of this Agreement.

          "Letter of Credit" shall have the meaning provided in Section 2.01(a).

          "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

          "Letter of Credit Issuer" shall mean (i) DBAG and any RL Lender which
at the request of the Borrower and with the consent of the Administrative Agent
agrees, in such RL Lender's sole discretion, to become a Letter of Credit Issuer
for the purpose of issuing Letters of Credit pursuant to Section 2 and (ii) with
respect to the Existing Letters of Credit, the Lender designated as the issuer
thereof on Annex XII shall be the Letter of Credit Issuer thereof; PROVIDED that
as of the Initial Borrowing Date and until such time as it agrees otherwise,
DBAG shall not be the Letter of Credit Issuer with respect to any trade Letter
of Credit.


                                     -106-
<Page>


          "Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings (taking the U.S.
Dollar Equivalent of all amounts payable in Euros) in respect of all Letters of
Credit.

          "Letter of Credit Request" shall have the meaning provided in Section
2.02(a).

          "Leverage Ratio" shall mean, on any date of determination, the ratio
of (i) Consolidated Debt on such date to (ii) Consolidated EBITDA for the Test
Period most recently ended on or prior to such date; PROVIDED that for all
purposes of this Agreement, determinations of the Leverage Ratio (and
Consolidated Debt and Consolidated EBITDA used therein) shall be calculated on a
PRO FORMA Basis in accordance with the express requirements of the definition of
PRO FORMA Basis contained herein.

          "Lien" shall mean any mortgage, deed of trust, pledge, security
interest, encumbrance, lien or charge of any kind (including any agreement to
give any of the foregoing, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any similar recording or notice statute, and any lease having substantially the
same effect as the foregoing).

          "Loan" shall mean each A-1 Term Loan, each A-2 Term Loan, each
Revolving Loan and each Swingline Loan.

          "Majority Lenders" of any Facility shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of the other Facilities under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

          "Management Agreements" shall have the meaning provided in Section
5A.14.

          "Mandatory Cost" means the cost imputed to each Lender of compliance
with any reserve asset requirements of the European Central Bank.

          "Margin Stock" shall have the meaning provided in Regulation U.

          "Material Adverse Effect" shall mean a material adverse effect on the
business, properties, assets, liabilities, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries taken as a whole, it being understood
that (x) the filing by Holdings and certain of its subsidiaries of proceedings
under Chapter 11 of the Bankruptcy Code shall not, in and of itself, be deemed
to have a "Material Adverse Effect" and (y) the performance and liquidity of
Holdings and its subsidiaries after such filing (to the extent (and only to the
extent) consistent with the performance and liquidity reflected in the
Projections) shall not, in and of themselves, constitute a "Material Adverse
Effect".

          "Material Contracts" shall have the meaning provided in Section 5A.14.


                                     -107-
<Page>


          "Maturity Date" with respect to any Facility shall mean the A-1 Term
Loan Maturity Date, the A-2 Term Loan Maturity Date or the Revolving Loan
Maturity Date, as the case may be.

          "Maximum Swingline Amount" shall mean $20,000,000.

          "Minimum Borrowing Amount" shall mean (i) in the case of U.S. Dollar
Denominated Loans maintained as Base Rate Loans, $500,000, (ii) in the case of
Eurodollar Loans, $1,000,000, (iii) in the case of Euro Denominated Revolving
Loans, E500,000 and (iv) in the case of Euro Denominated Swingline Loans,
E250,000.

          "Monthly Reporting Date" shall mean (i) in the case of the first
fiscal month of a fiscal year of Holdings, the 75th day after the end of such
fiscal month, (ii) in the case of the second, third, sixth or ninth month of a
fiscal year of Holdings, the 45th day after the end of any such fiscal month,
(iii) in the case of the fourth, fifth, seventh, eighth, tenth or eleventh month
of a fiscal year of Holdings, the 30th day after the end of any such fiscal
month and (iv) in the case of the twelfth month of a fiscal year of Holdings,
the 90th day after the end of such fiscal month.

          "Mortgage Policies" shall have the meaning provided in Section
5A.13(b).

          "Mortgaged Properties" shall mean and include (i) all Real Properties
owned by Holdings and its U.S. Subsidiaries to the extent designated as such on
Annex III and (ii) each Real Property subjected to a mortgage in favor of the
Collateral Agent for the benefit of the Secured Creditors pursuant to Section
7.11.

          "Mortgages" shall have the meaning provided in Section 5A.13(a).

          "NAIC" shall have the meaning provided in Section 1.10(c).

          "Net Proceeds" shall mean, with respect to any Asset Sale, the
Proceeds resulting therefrom net of (a) (i) reasonable transaction costs
(including, without limitation, any underwriting, brokerage or other customary
selling commissions, any transfer taxes and reasonable legal, advisory and other
fees and expenses, including title and recording expenses, associated therewith)
and payments of unassumed liabilities relating to the assets sold at the time of
such sale, (ii) the amount of such gross cash proceeds required to be used to
repay any Indebtedness which is required to be repaid as a result of such Asset
Sale (other than Indebtedness of the Lenders pursuant to this Agreement), and
(iii) the estimated marginal increase in income taxes which will be payable by
Holdings' consolidated group with respect to the fiscal year in which the sale
occurs as a result of such sale.

          "Non-Compete Agreements" shall have the meaning provided in Section
5A.14.

          "Non-Defaulting Lender" shall mean each Lender other than a Defaulting
Lender.

          "Non-Guarantor Subsidiary" shall mean, at any time, any Subsidiary of
the Borrower which is not a Subsidiary Guarantor at such time.


                                     -108-
<Page>


          "Non-Qualified Jurisdiction" shall mean, at any time, each
jurisdiction which is not a Qualified Jurisdiction at such time.

          "Non-Wholly-Owned Entity" shall have the meaning provided in Section
8.02(q).

          "Note" shall mean each A-1 Term Note and each A-2 Term Note, each
Revolving Note and the Swingline Note.

          "Notice of Borrowing" shall have the meaning provided in Section 1.03.

          "Notice of Confirmation" shall mean the notice from the Bankruptcy
Court confirming the Plan of Reorganization pursuant to Sections 1128 and 1129
of the Bankruptcy Code entered on September 18, 2002.

          "Notice of Conversion" shall have the meaning provided in Section
1.06.

          "Notice Office" shall mean the office of the Administrative Agent
located at 90 Hudson Street, Jersey City, New Jersey 07302 or such other office
as the Administrative Agent may designate to Holdings, the Borrower and the
Lenders from time to time.

          "Notional Receivables Amount" shall mean the aggregate amount of
uncollected accounts receivables of the Borrower and its Subsidiaries at such
time which have been (or which are then being) sold to any factor pursuant to
all factoring arrangements entered into pursuant to Section 8.02(n) (regardless
of whether any liability of the Borrower or any Foreign Subsidiary thereof in
respect of such accounts receivable would be required to be reflected on a
balance sheet of such Person in accordance with generally accepted accounting
principles).

          "Obligation Currency" shall have the meaning provided in Section
12.17(a).

          "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
any Agent, the Lead Arranger, the Collateral Agent, any Letter of Credit Issuer
or any Lender pursuant to the terms of this Agreement or any other Credit
Document.

          "Other Hedging Agreements" shall mean any foreign exchange contracts,
currency swap agreements or other similar agreements or arrangements designed to
protect against fluctuations in currency values.

          "Overnight Euro Rate" on any date shall mean the offered quotation to
first-class banks in the London interbank Eurodollar market by DBAG for Euro
overnight deposits of amounts in immediately available funds comparable to the
outstanding principal amount of the Euro Denominated Swingline Loan of DBAG as
of 11:00 A.M. (London time) on such date; PROVIDED, that in the event the
Administrative Agent has made any determination pursuant to Section 1.10(a)(i)
in respect of Euro Denominated Swingline Loans, or in the circumstances
described in clause (i) to the proviso to Section 1.10(b) in respect of Euro
Denominated Swingline Loans, the Overnight Euro Rate determined pursuant to this
definition shall instead be the rate determined by DBAG as the all-in-cost of
funds for DBAG to fund such Euro Denominated Swingline Loan.


                                     -109-
<Page>


          "Participant" shall have the meaning provided in Section 2.04(a).

          "Payment Office" shall mean (i) in the case of principal, interest,
Unpaid Drawings, Fees and all other amounts owing with respect to all Loans
(other than Euro Denominated Revolving Loans), all Letters of Credit and, except
as provided in clauses (ii) and (iii) below, all other amounts owing under this
Agreement and the other Credit Documents, the office of the Administrative Agent
located at 90 Hudson Street, Jersey City, New Jersey 07302, or such other office
located in the New York City metropolitan area as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto, and (ii) in
the case of all principal, interest and other amounts owing with respect to all
Euro Denominated Revolving Loans and Euro Denominated Swingline Loans, the
office of the Administrative Agent located at Deutsche Bank AG (DEUTDEFF),
Alfred-Herrhausen Allee 16-24, Eschborn 65760, Germany, or such other office in
Frankfurt as the Administrative Agent may hereafter designate in writing as such
to the other parties hereto.

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

          "Permitted Acquired Debt" shall have the meaning set forth in Section
8.04(k).

          "Permitted Acquisition" shall have the meaning provided in Section
8.02(q).

          "Permitted Covenant" shall mean (i) any periodic reporting covenant,
(ii) any covenant restricting payments by Holdings with respect to any
securities of Holdings which are junior to the Permitted Holdings PIK
Securities, (iii) any covenant the default of which can only result in an
increase in the amount of any redemption price, repayment amount, dividend rate
or interest rate and (iv) any covenant providing board observance rights with
respect to Holdings' board of directors.

          "Permitted Encumbrances" shall mean (i) those liens, encumbrances and
other matters affecting title to any Mortgaged Property listed in the Mortgage
Policies in respect thereof and found, on the date of delivery of such Mortgage
Policies to the Administrative Agent in accordance with the terms hereof,
reasonably acceptable by the Administrative Agent, (ii) as to any particular
Mortgaged Property at any time, such easements, encroachments, covenants, rights
of way, minor defects, irregularities, encumbrances and similar matters of
record on title which do not, in the reasonable opinion of the Administrative
Agent, materially impair such Mortgaged Property for the purpose for which it is
held by the mortgagor thereof, or the lien held by the Collateral Agent, (iii)
municipal and zoning ordinances, building codes and other land use laws, which
are not violated in any material respect by the existing improvements and the
present use made by the mortgagor thereof of the Premises (as defined in the
respective Mortgage), (iv) general real estate taxes and assessments and other
governmental levies, fees or charges not yet delinquent, and (v) such other
items as the Administrative Agent may consent to (such consent not to be
unreasonably withheld).

          "Permitted Holdings PIK Securities" shall mean any preferred stock or
subordinated promissory note of Holdings (or any security of Holdings that is
convertible or exchangeable into any preferred stock or subordinated promissory
note of Holdings), so long as


                                     -110-
<Page>


the terms of any such preferred stock, subordinated promissory note or security
of Holdings (i) do not provide any collateral security, (ii) do not provide any
guaranty or other support by the Borrower or any Subsidiaries of the Borrower,
(iii) do not contain any mandatory put, redemption, repayment, sinking fund or
other similar provision occurring before the eleventh anniversary of the
Effective Date, (iv) do not require the cash payment of dividends or interest
before the eleventh anniversary of the Effective Date, (v) do not contain any
covenants other than any Permitted Covenant, (vi) do not grant the holders
thereof any voting rights except for (x) voting rights required to be granted to
such holders under applicable law and (y) limited customary voting rights on
fundamental matters such as mergers, consolidations, sales of substantial
assets, or liquidations involving Holdings, and (vii) are otherwise reasonably
satisfactory to the Administrative Agent.

          "Permitted Liens" shall have the meaning provided in Section 8.03.

          "Person" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

          "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) Holdings, any of its Subsidiaries or any ERISA
Affiliate and each such plan for the five calendar year period immediately
following the latest date on which Holdings, any of its Subsidiaries or any
ERISA Affiliate maintained, contributed to or had an obligation to contribute to
such plan.

          "Plan of Reorganization" shall mean the Plan of Reorganization of
Holdings, the Borrower and the other Credit Parties, as in effect on the
Effective Date, but without giving effect to any subsequent modifications
thereto unless in form and substance satisfactory to the Required Lenders.

          "Pledge Agreements" shall mean and include the U.S. Pledge Agreement,
each Foreign Pledge Agreement and any other pledge agreement required to be
entered into pursuant to Section 7.15 or 12.22.

          "Post-Closing Period" shall have the meaning provided in Section
8.02(q).

          "Preferred Equity", as applied to the Equity Interests of any Person,
means Equity Interests of such Person (other than common stock of such Person)
of any class or classes (however designed) that ranks prior, as to the payment
of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to Equity
Interests of any other class of such Person, and shall include any Permitted
Holdings PIK Securities in the form of preferred stock.

          "Prime Lending Rate" shall mean the rate which DBAG announces from
time to time as its prime lending rate, the Prime Lending Rate to change when
and as such prime lending rate changes. The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer. DBAG may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.


                                     -111-
<Page>


          "Principal Amount" shall mean (i) the stated principal amount of each
U.S. Dollar Denominated Loan, and (ii) the U.S. Dollar Equivalent of the stated
principal amount of each Euro Denominated Loan, as the context may require.

          "Proceeds" shall mean, with respect to any Asset Sale, the aggregate
cash payments (including any cash received by way of deferred payment pursuant
to a note receivable issued in connection with such Asset Sale, other than the
portion of such deferred payment constituting interest, but only as and when so
received) received by Holdings and/or any of its Subsidiaries from such Asset
Sale.

          "Pro Forma Basis" shall mean, in connection with any calculation of
compliance with any financial covenant or financial term, the calculation
thereof after giving effect on a PRO FORMA basis to (x) the Permitted
Acquisition (if any) then being consummated as well as any other Permitted
Acquisition consummated after the first day of the relevant Test Period or
Calculation Period, as the case may be, and on or prior to the date of the
respective Permitted Acquisition then being effected and (y) the incurrence of
any Indebtedness that is incurred in connection with, or to finance, one or more
Permitted Acquisitions; PROVIDED that, for purposes of calculations pursuant to
Section 8.02(q), such calculations shall also give effect on a PRO FORMA basis
to (a) the incurrence of any Indebtedness (other than revolving Indebtedness,
except to the extent same is incurred to refinance other outstanding
Indebtedness or to finance a Permitted Acquisition) after the first day of the
relevant Calculation Period as if such Indebtedness had been incurred (and the
proceeds thereof applied) on the first day of the relevant Calculation Period
and (b) the permanent repayment of any Indebtedness (other than revolving
Indebtedness) after the first day of the relevant Calculation Period as if such
Indebtedness had been retired or redeemed on the first day of the relevant
Calculation Period, with the following rules to apply in connection therewith:

          (i) for purposes of Section 8.02(q) only, all Indebtedness (x) (other
     than revolving Indebtedness, except to the extent same is incurred to
     finance the Transaction, to refinance other outstanding Indebtedness or to
     finance Permitted Acquisitions) incurred or issued after the first day of
     the relevant Calculation Period (whether incurred to finance a Permitted
     Acquisition, to refinance Indebtedness or otherwise) shall be deemed to
     have been incurred or issued (and the proceeds thereof applied) on the
     first day of the respective Calculation Period and remain outstanding
     through the date of determination and (y) (other than revolving
     Indebtedness) permanently retired or redeemed after the first day of the
     relevant Calculation Period shall be deemed to have been retired or
     redeemed on the first day of the respective Calculation Period and remain
     retired through the date of determination;

          (ii) for purposes of Section 8.02(q) only, all Indebtedness assumed to
     be outstanding pursuant to preceding clause (i) shall be deemed to have
     borne interest at (x) the rate applicable thereto, in the case of fixed
     rate indebtedness or (y) the rates which would have been applicable thereto
     during the respective period when same was deemed outstanding, in the case
     of floating rate Indebtedness (although interest expense with respect to
     any Indebtedness for periods while same was actually outstanding during the
     respective period shall be calculated using the actual rates applicable
     thereto while same was actually outstanding); PROVIDED that all
     Indebtedness (whether actually outstanding or


                                     -112-
<Page>


     deemed outstanding) bearing interest at a floating rate of interest shall
     be tested on the basis of the rates applicable at the time the
     determination is made pursuant to said provisions;

          (iii) for purposes of determinations of the Leverage Ratio (other than
     for purposes of Section 8.02(q)), Consolidated Debt shall be the actual
     amount thereof as of the last day of the respective Test Period; and

          (iv) in making any determination of Consolidated EBITDA on a PRO FORMA
     Basis, PRO FORMA effect shall be given to any Permitted Acquisition
     effected during the respective Calculation Period or Test Period (or
     thereafter to the extent (and only to the extent) for purposes of Section
     8.02(q)) as if same had occurred on the first day of the respective
     Calculation Period or Test Period, as the case may be, taking into account,
     in the case of any Permitted Acquisition, factually supportable and
     identifiable cost savings and expenses which would otherwise be accounted
     for as an adjustment pursuant to Article 11 of Regulation S-X under the
     Securities Act, as if such cost savings or expenses were realized on the
     first day of the respective period.

          "Projections" shall have the meaning provided in Section 5A.17.

          "Qualified Jurisdiction" shall mean (i) the United States or any state
or territory thereof, (ii) Germany, (iii) the Netherlands, (iv) Mexico, (v)
Australia, (vi) Japan, (vii) Canada and (viii) any other jurisdiction for which
the Borrower or any of its Subsidiaries shall have taken the actions required to
be taken by it pursuant to Section 12.22 to perfect the security interests of
the Collateral Agent in the promissory notes issued by, or Equity Interests of,
a Person organized in such jurisdiction.

          "Quarterly Payment Date" shall mean the last Business Day of each
March, June, September and December.

          "Rating Level 1" shall mean the Obligations are rated (i) BB- or
higher by Standard & Poor's Ratings Services and (ii) Ba3 or higher by Moody's
Investor Service, Inc.

          "Rating Level 2" shall mean any time when Rating Level 1 is not in
effect.

          "Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

          "Recovery Event" shall mean the receipt by Holdings or any of its
Subsidiaries of any insurance or condemnation proceeds payable (i) by reason of
any theft, physical destruction or damage or any other similar event with
respect to any properties or assets of Holdings or any of its Subsidiaries, (ii)
by reason any condemnation, taking, seizing or similar event with respect to any
properties or assets of Holdings or any of its Subsidiaries and (iii) under any
policy of insurance required to be maintained under Section 7.03.

          "Refinancing" shall mean the refinancing and repayment or other
satisfaction in full of all amounts outstanding under, and the termination of
all commitments in respect of, all Indebtedness to be Refinanced.


                                     -113-
<Page>


          "Refinancing Documents" shall mean each of the agreements, documents
and instruments entered into in connection with the Refinancing.

          "Register" shall have the meaning provided in Section 12.21.

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

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

          "Related Fund" shall mean, with respect to any Lender that is a fund
that invests in loans, any other fund that invests in loans and is managed by
the same investment advisor as such Lender or by an Affiliate of such investment
advisor.

          "Release" means disposing, discharging, injecting, spilling, pumping,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing,
pouring and the like, into or upon any land or water or air, or otherwise
entering into the environment.

          "Reorganization" shall mean the consummation of the transactions
contemplated by the Plan of Reorganization and the Disclosure Statement to occur
prior to the Initial Borrowing Date.

          "Reorganization Documents" shall mean each of the agreements,
documents and instruments entered into in connection with the Reorganization
(other than the Credit Documents, the Refinancing Documents and the Rollover
Senior Subordinated Note Documents).

          "Replaced Lender" shall have the meaning provided in Section 1.13.

          "Replacement Lender" shall have the meaning provided in Section 1.13.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
..22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

          "Required Lenders" shall mean Non-Defaulting Lenders, the sum of whose
outstanding Principal Amount of Term Loans (or, if prior to the occurrence of
the Credit Events on the Initial Borrowing Date, whose A-1 Term Loan Commitments
and A-2 Term Loan Commitments) and Revolving Loan Commitments (or after the
termination thereof, outstanding Revolving Loans and RL Percentages of
outstanding Swingline Loans and Letter of Credit Outstandings) as of any date of
determination represent greater than 50% of the sum of the (x) Principal Amount
of all outstanding Term Loans (or, if prior to the occurrence of the Credit
Events on the Initial Borrowing Date, the sum of all A-1 Term Loan Commitments
and A-2 Term Loan Commitments) of Non-Defaulting Lenders at such time and (y)
the sum of all


                                     -114-
<Page>


Revolving Loan Commitments of all Non-Defaulting Lenders at such time (or, after
the termination thereof, the total outstanding Revolving Loans of Non-Defaulting
Lenders and the aggregate RL Percentages of all Non-Defaulting Lenders of the
total outstanding Swingline Loans and Letter of Credit Outstandings at such
time).

          "Returns" shall have the meaning provided in Section 6.23.

          "Revolving Loan" shall have the meaning provided in Section
1.01(A)(c).

          "Revolving Loan Commitment" shall mean, with respect to each Lender,
the amount set forth opposite such Lender's name in Annex I directly below the
column entitled "Revolving Loan Commitment," as the same may be reduced from
time to time pursuant to Section 3.02, 3.03, 4.01(b) and/or 9 or otherwise
modified pursuant to Section 1.13 and/or 12.04(b).

          "Revolving Loan Facility" shall mean the Facility evidenced by the
Total Revolving Loan Commitment.

          "Revolving Loan Maturity Date" shall mean October 3, 2007.

          "Revolving Note" shall have the meaning provided in Section 1.05(a).

          "Rights Plan" shall mean the Rights Plan dated as of October 3, 2002
between Holdings and Mellon Investor Services LLC, as Rights Agent.

          "RL Lender" shall mean at any time each Lender with a Revolving Loan
Commitment or outstanding Revolving Loans.

          "RL Mandatory Borrowing" shall have the meaning provided in Section
1.01(C).

          "RL Percentage" shall mean at any time for each RL Lender, the
percentage obtained by dividing such RL Lender's Revolving Loan Commitment by
the Total Revolving Loan Commitment; PROVIDED, that if the Total Revolving Loan
Commitment has been terminated, the RL Percentage of each RL Lender shall be
determined by dividing such RL Lender's Revolving Loan Commitment immediately
prior to such termination by the Total Revolving Loan Commitment immediately
prior to such termination.

          "Rollover Amount" shall have the meaning provided in Section 8.09(b).

          "Rollover Senior Subordinated Note Documents" shall mean and include
each of the documents and other agreements entered into (including, without
limitation, the Rollover Senior Subordinated Note Indenture) relating to the
issuance by the Borrower of the Rollover Senior Subordinated Notes, as in effect
on the Initial Borrowing Date and as the same may be entered into, modified,
supplemented or amended from time to time pursuant to the terms hereof and
thereof.

          "Rollover Senior Subordinated Note Indenture" shall mean the
Indenture, dated October 3, 2002, entered into by and between Holdings, the
Borrower, various Subsidiaries of


                                     -115-
<Page>


the Borrower and BNY Midwest Trust Company, as trustee thereunder, as in effect
on the Initial Borrowing Date and as the same may be modified, amended or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Rollover Senior Subordinated Notes" shall mean the 11.91% Senior
Subordinated Notes due 2010 issued in accordance with the terms of the Plan of
Reorganization and the Rollover Senior Subordinated Note Indenture, as in effect
on the Initial Borrowing Date and as the same may be modified, amended or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Scheduled A-1 Repayment" shall have the meaning provided in Section
4.02(A)(b)(i).

          "Scheduled A-2 Repayment" shall have the meaning provided in Section
4.02(A)(b)(ii).

          "Scheduled Existing Indebtedness" shall have the meaning provided in
Section 6.24.

          "Scheduled Repayment" shall mean any Scheduled A-1 Repayment and any
Scheduled A-2 Repayment.

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

          "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

          "Secured Creditors" shall have the meaning provided in the respective
Security Documents.

          "Security Agreement" shall have the meaning provided in Section
5A.10(b).

          "Security Agreement Collateral" shall mean all "Collateral" as defined
in the Security Agreement.

          "Security Documents" shall mean and include the Security Agreement,
each Pledge Agreement, each Mortgage, each Additional Security Document, if any
and each other document or instrument entered into pursuant to Sections 5A.10,
7.15 and 12.22, if any, in each case as and when executed and delivered in
accordance with the terms of this Agreement and as the same may be amended,
modified or supplemented from time to time in accordance with the terms thereof
and hereof.

          "Seeded Instrument Sale" shall mean the sale, transfer or other
disposition of seeded instruments of the Borrower and/or one or more of its
Subsidiaries to a financial institution.


                                     -116-
<Page>


          "Seeded Instrument Transaction" shall mean a transaction in which (i)
one or more of Foreign Subsidiaries of the Borrower sells a seeded instrument to
a financial institution, (ii) such financial institution leases such instrument
back to such Foreign Subsidiary and (iii) the such Foreign Subsidiary subleases
such seeded instruments to third party customers of such Foreign Subsidiary.

          "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by Holdings (and not guaranteed or supported in any way
by the Borrower or any of its Subsidiaries) in the form of Exhibit M, as the
same may be amended, modified or supplemented from time to time pursuant to the
terms hereof and thereof.

          "Shareholders' Agreements" shall have the meaning set forth in Section
5A.14.

          "Special Purpose VFP Subsidiary" shall mean DBI Funding, Inc., a
special purpose bankruptcy remote Subsidiary of the Borrower.

          "Specified Default" means any Default under Section 9.01, 9.03(b) (but
only to the extent arising as a result of the failure to deliver an officer's
certificate and related financial statements pursuant to Sections 7.01(b), (c)
and/or (e), as the case may be), 9.05 or 9.09.

          "Stated Amount" of each Letter of Credit shall mean at any time the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met, but after giving
effect to all previous drawings made thereunder), PROVIDED that, except as such
term is used in Sections 2.01(b)(vi) and 2.02(c) and except as provided in the
definition of Euro L/C Stated Amount, the "Stated Amount" of each Letter of
Credit denominated in Euros shall be, on any date of calculation, the U.S.
Dollar Equivalent of the maximum amount available to be drawn in Euros
thereunder (determined without regard to whether any conditions to drawing could
then be met but after giving effect to all previous drawings made thereunder).

          "Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time.

          "Subsidiary Guarantor" shall mean each Wholly-Owned U.S. Subsidiary of
the Borrower which executes and delivers a Subsidiary Guaranty, unless and until
such time as the respective Subsidiary is released from all of its obligations
under the Subsidiary Guaranty in accordance with the terms and provisions
thereof.

          "Subsidiary Guaranty" shall have the meaning provided in Section
5A.11.

          "Supermajority Lenders" of any Facility shall mean those
Non-Defaulting Lenders which would constitute the Required Lenders under, and as
defined in, this Agreement if


                                     -117-
<Page>


(x) all outstanding Obligations of the other Facilities under this Agreement
were repaid in full and all Commitments with respect thereto were terminated and
(y) the percentage "50%" contained therein were changed to "66-2/3%."

          "Superequired Lenders" those Non-Defaulting Lenders which would
constitute the Required Lenders under, and as defined in, this Agreement if the
percentage "50%" contained therein were changed to "66-2/3%."

          "Swingline Expiry Date" shall mean the date which is five Business
Days prior to the Revolving Loan Maturity Date.

          "Swingline Lender" shall mean DBAG in its capacity as a lender of
Swingline Loans.

          "Swingline Loan" shall have the meaning provided in Section 1.01(B).

          "Swingline Note" shall have the meaning provided in Section 1.05(a).

          "Syndication Agents" shall have the meaning provided in the first
paragraph of this Agreement.

          "Syndication Date" shall mean the earlier of (i) the 90th day
following the Initial Borrowing Date and (ii) the date upon which the
Administrative Agent determines (and notifies Holdings and the Lenders) that the
primary syndication (and resultant addition of Persons as Lenders pursuant to
Section 12.04(b)) of all Facilities has been completed.

          "Tax Allocation Agreements" shall have the meaning provided in Section
5A.14.

          "Tax Indemnity Letter" shall mean the Tax Law Change Indemnity Letter,
dated December 16, 1994, between Holdings and Baxter International Inc.

          "Taxes" shall have the meaning provided in Section 4.04.

          "Term Loan" shall mean each A-1 Term Loan and each A-2 Term Loan.

          "Term Loan Commitment" shall mean, with respect to each Lender at any
time, the sum of the A-1 Term Loan Commitment and the A-2 Term Loan Commitment
of such Lender at such time.

          "Term Loan Facilities" shall mean the A-1 Term Loan Facility and the
A-2 Term Loan Facility.

          "Test Period" shall mean each period of four consecutive fiscal
quarters then last ended, in each case taken as one accounting period.

          "Total A-1 Term Loan Commitment" shall mean, at any time, the sum of
the A-1 Term Loan Commitments of each of the Lenders at such time.


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          "Total A-2 Term Loan Commitment" shall mean, at any time, the sum of
the A-2 Term Loan Commitments of each of the Lenders at such time.

          "Total Available Revolving Loan Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the Total Revolving Loan Commitment at
such time LESS (y) the Blocked Revolving Loan Commitment as in effect at such
time.

          "Total Commitment" shall mean, at any time, the sum of the Total Term
Loan Commitment at such time and the Total Revolving Loan Commitment at such
time.

          "Total Revolving Loan Commitment" shall mean, at any time, the sum of
the Revolving Loan Commitments of each of the RL Lenders at such time.

          "Total Term Loan Commitment" shall mean, at any time, the sum of the
Total A-1 Term Loan Commitment at such time and the Total A-2 Term Loan
Commitment at such time.

          "Total Unutilized Revolving Loan Commitment" shall mean, at any time,
(i) the Total Revolving Loan Commitment at such time LESS (ii) the sum of the
aggregate Principal Amount of all Revolving Loans and Swingline Loans at such
time PLUS the Letter of Credit Outstandings at such time.

          "Transaction" shall mean, collectively, (i) the consummation of the
Reorganization, (ii) the consummation of the Refinancing, (iii) the occurrence
of the Effective Date and the Credit Events hereunder on such date, (iv) such
other transactions as contemplated by the Documents and (v) the payment of fees
and expenses in connection with the foregoing.

          "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, I.E., whether a Base Rate Loan, a Eurodollar
Loan, a Euro Denominated Term Loan, a Euro Denominated Revolving Loan or a Euro
Denominated Swingline Loan.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the relevant jurisdiction.

          "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the value of the accumulated plan benefits under the Plan as of
the close of the most recent Plan Year exceeds the fair market value of such
Plan's assets determined in accordance with SFAS No. 35, based on actuarial
assumptions and methods used by the Plan actuaries in the most recent actuarial
valuation of the Plan.

          "Unpaid Drawing" shall have the meaning provided in Section 2.03(a).

          "Unutilized Revolving Loan Commitment" with respect to any RL Lender
at any time shall mean the remainder of (i) such Lender's Revolving Loan
Commitment at such time LESS (ii) the sum of (x) the aggregate outstanding
Principal Amount of all Revolving Loans made by such Lender (for such purpose,
taking the U.S. Dollar Equivalent at such time of Euro Denominated Revolving
Loans outstanding at such time) plus (y) such Lender's RL Percentage of the
Letter of Credit Outstandings at such time.


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          "U.S. Dollar Denominated Letter of Credit" shall mean all Letters of
Credit denominated in U.S. Dollars.

          "U.S. Dollar Denominated Letter of Credit Outstandings" shall mean all
Letter of Credit Outstandings with respect to any U.S. Dollar Denominated Letter
of Credit.

          "U.S. Dollar Denominated Loan" shall mean all Loans incurred in
Dollars, which shall include each A-1 Term Loan, each A-2 Term Loan, each U.S.
Dollar Denominated Revolving Loan and each U.S. Dollar Denominated Swingline
Loan.

          "U.S. Dollar Denominated Revolving Loan" shall mean each Revolving
Loan incurred in U.S. Dollars.

          "U.S. Dollar Denominated Swingline Loan" shall mean each Swingline
Loan incurred in U.S. Dollars.

          "U.S. Dollar Equivalent" shall mean, at any time for the determination
thereof, the amount of U.S. Dollars which could be purchased with the amount of
Euros (or any other currency other than U.S. Dollars) involved in such
computation at the spot exchange rate therefor as quoted by DBAG as of 11:00
A.M. (London time) on the date two Business Days prior to the date of any
determination thereof for purchase on such date (or, in the case of any
determination pursuant to Section 6.05(b) or 12.17, of the "Required Lenders"
pursuant to the definition thereof or pursuant to Section 26 of the Subsidiaries
Guaranty, on the date of determination), PROVIDED that the U.S. Dollar
Equivalent of any Unpaid Drawing relating to a Euro Denominated Letter of Credit
shall be determined at the time the drawing under such Euro Denominated Letter
of Credit was paid or disbursed by the respective Letter of Credit Issuer.

          "U.S. Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States of America.

          "U.S. Pledge Agreement" shall have the meaning provided in Section
5A.10(a).

          "U.S. Pledge Agreement Collateral" shall mean all of the "Collateral"
as defined in the U.S. Pledge Agreement.

          "U.S. Subsidiary" shall mean, as to any Person, each Subsidiary of
such Person which is not a Foreign Subsidiary of such Person.

          "Vendor Financing Program" shall mean one or more vendor financial
services programs between the Borrower and/or one or more of its Domestic
Subsidiaries (including, without limitation, the Special Purpose VFP Subsidiary)
and a financial institution pursuant to or in connection with which (w)(i) the
Borrower and/or such Domestic Subsidiary leases instruments to third party
customers of the Borrower and/or such Domestic Subsidiary and (ii) the Borrower
and/or such Domestic Subsidiary sells or otherwise transfers the accounts
receivable related to the lease of the instrument (together with the instrument
that is the subject of the lease) to such financial institution, (x) (i) the
Borrower and/or such Domestic Subsidiary effects Seeded Instrument Sales or
otherwise sells instruments and the rights related thereto to such financial
institution and (ii) such financial institution leases or sells the instruments
so acquired to third


                                     -120-
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party customers of the Borrower and/or such Domestic Subsidiary, (y) (i) the
Borrower and/or one of its operating Domestic Subsidiaries sells or otherwise
transfers instruments, accounts receivable related thereto and other accounts
receivable related to consumable products or services of the Borrower or such
Domestic Subsidiary to the Special Purpose VFP Subsidiary, (ii) the Special
Purpose VFP Subsidiary effects Seeded Instrument Sales or otherwise sells
instruments and the rights related thereto to a financial institution and (iii)
such financial institution leases or sells the instruments so acquired to third
party customers of the Borrower or its Domestic Subsidiaries, and/or (z) (i) the
Borrower and/or such Domestic Subsidiary effects Seeded Instrument Sales or
otherwise sells instruments and the rights related thereto to such financial
institution, (ii) the Borrower and/or such Domestic Subsidiary sells or
otherwise transfers accounts receivable related to consumable products or
services of the Borrower or such Domestic Subsidiary to the Special Purpose VFP
Subsidiary, (iii) the Special Purpose VFP Subsidiary sells some or all of such
accounts receivable to such financial institution and (iv) such financial
institution leases or sells the instruments so acquired to third party customers
of the Borrower or its Domestic Subsidiaries.

          "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary of such
Person.

          "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying shares
and/or other nominal amounts of shares required by applicable law to be held by
Persons other than such Person) is at the time owned by such Person and/or one
or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
limited liability company, association, joint venture or other entity in which
such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a
100% Equity Interest at such time.

          "Wholly-Owned U.S. Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a U.S. Subsidiary of such
Person.

          "Working Capital" shall mean the excess of Consolidated Current Assets
over Consolidated Current Liabilities.

          "Written," "written" or "in writing" shall mean any form of written
communication or a communication by means of telex, facsimile device, telegraph
or cable.

          SECTION 11. THE AGENTS.

          11.01 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints DBAG as Administrative Agent (such term to include, for purposes of
this Section 11, DBAG acting in its capacity as Collateral Agent) and General
Electric Capital Corporation and The Royal Bank of Scotland PLC as Syndication
Agents to act as specified herein and in the other Credit Documents, and each
such Lender hereby irrevocably authorizes each Agent to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to
such Agent by the terms of this Agreement and the other Credit Documents,
together with such other powers as are reasonably incidental thereto. The Agents
agree to act as such upon the express conditions con-


                                     -121-
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tained in this Section 11. Notwithstanding any provision to the contrary
elsewhere in this Agreement or in any other Credit Document, no Agent shall have
any duties or responsibilities, except those expressly set forth herein or in
the other Credit Documents, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against any
Agent. The provisions of this Section 11 are solely for the benefit of the
Agents and the Lenders, and neither Holdings nor any of its Subsidiaries shall
have any rights as a third party beneficiary of any of the provisions hereof. In
performing its functions and duties under this Agreement, each Agent shall act
solely as agent of the Lenders and no Agent assumes nor shall any Agent be
deemed to have assumed any obligation or relationship of agency or trust with or
for Holdings or any of its Subsidiaries.

          11.02 DELEGATION OF DUTIES. Each Agent may execute any of its duties
under this Agreement or any other Credit Document by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care except to the extent otherwise required by Section 11.03.

          11.03 EXCULPATORY PROVISIONS. None of the Administrative Agent, the
Syndication Agent or the Documentation Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
person in its capacity as Administrative Agent, Syndication Agent or
Documentation Agent, as the case may be, under or in connection with this
Agreement or the other Credit Documents (except for its or such person's own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by Holdings, any of its Subsidiaries or any of their respective officers
contained in this Agreement or the other Credit Documents, any other Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by any Agent under or in connection with, this Agreement or
any other Document or for any failure of Holdings or any of its Subsidiaries or
any of their respective officers to perform its obligations hereunder or
thereunder. No Agent shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or the other Documents, or to
inspect the properties, books or records of Holdings or any of its Subsidiaries.
No Agent shall be responsible to any Lender for the effectiveness, genuineness,
validity, enforceability, collectability or sufficiency of this Agreement or any
other Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statement or in any
financial or other statements, instruments, reports, certificates or any other
documents in connection herewith or therewith furnished or made by any Agent to
the Lenders or by or on behalf of Holdings or any of its Subsidiaries to any
Agent or any Lender or be required to ascertain or inquire as to the performance
or observance of any of the terms, conditions, provisions, covenants or
agreements contained herein or therein or as to the use of the proceeds of the
Loans or of the existence or possible existence of any Default or Event of
Default.

          11.04 RELIANCE BY AGENTS. Each 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, facsimile, telex
or teletype message, statement, order or other



                                     -122-
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document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to Holdings
or any of its Subsidiaries), independent accountants and other experts selected
by such Agent. Each Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Credit Document unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Credit Documents in accordance with a request of the
Required Lenders (or all of the Lenders, to the extent required by this
Agreement), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.

          11.05 NOTICE OF DEFAULT. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has actually received notice from a Lender, Holdings or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default." In the event that any Agent
receives such a notice, such Agent shall give prompt notice thereof to the
Lenders. Each Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Required Lenders; PROVIDED,
that, unless and until such Agent shall have received such directions, such
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.

          11.06 NON-RELIANCE ON AGENTS AND OTHER LENDERS. Each Lender expressly
acknowledges that neither any Agent nor any of its respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Agent hereinafter
taken, including any review of the affairs of Holdings or any of its
Subsidiaries, shall be deemed to constitute any representation or warranty by
such Agent to any Lender. Each Lender represents to each Agent that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, assets, operations, property,
financial and other condition, prospects and creditworthiness of Holdings and
its Subsidiaries and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other condition, prospects and creditworthiness of Holdings and its
Subsidiaries. No Agent shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
assets, property, financial and other condition, prospects or creditworthiness
of Holdings or any of its Subsidiaries which may come into the possession of
such Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

          11.07 INDEMNIFICATION. The Lenders agree to indemnify each Agent in
its capacity as such ratably according to their respective "percentages" as used
in determining the


                                     -123-
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Required Lenders at such time, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
reasonable expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Obligations) be imposed on, incurred by or asserted against such Agent in its
capacity as such in any way relating to or arising out of this Agreement or any
other Credit Document, or any documents contemplated by or referred to herein or
the transactions contemplated hereby or any action taken or omitted to be taken
by such Agent under or in connection with any of the foregoing, but only to the
extent that any of the foregoing is not paid by Holdings or any of its
Subsidiaries; PROVIDED, that no Lender shall be liable to any Agent for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the gross negligence or willful misconduct of such Agent. To the extent any
Lender would be required to indemnify any Agent pursuant to the immediately
preceding sentence but for the fact that it is a Defaulting Lender, such
Defaulting Lender shall not be entitled to receive any portion of any payment or
other distribution hereunder until each other Lender shall have been reimbursed
for the excess, if any, of the aggregate amount paid by such Lender under this
Section 11.07 over the aggregate amount such Lender would have been obligated to
pay had such first Lender not been a Defaulting Lender. If any indemnity
furnished to any Agent for any purpose shall, in the opinion of such Agent be
insufficient or become impaired (other than as a result of the gross negligence
or willful misconduct of such Agent), such Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished. The agreements in this Section 11.07
shall survive the payment of all Obligations.

          11.08 AGENTS IN THEIR INDIVIDUAL CAPACITIES. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with Holdings and its Subsidiaries as though such Agent were
not an Agent hereunder. With respect to the Loans made by it and all Obligations
owing to it, each Agent shall have the same rights and powers under this
Agreement as any Lender and may exercise the same as though it were not an Agent
and the terms "Lender" and "Lenders" shall include each Agent in its individual
capacity.

          11.09 HOLDERS. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person or entity who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
indorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

          11.10 RESIGNATION OF AN AGENT; SUCCESSOR AGENTS. (a) The
Administrative Agent may resign as the Administrative Agent upon 20 days' notice
to the Lenders. Any such resignation by an Agent hereunder shall also constitute
its resignation (if applicable) as a Letter of Credit Issuer and Swingline
Lender, in which case the resigning Agent (x) shall not be required to issue any
further Letters of Credit or make any additional Swingline Loans hereunder and
(y) shall maintain all of its rights as a Letter of Credit Issuer or Swingline
Lender, as the case may be, with respect to any Letters of Credit issued by it,
or Swingline Loans made by it, prior to the date of such resignation. Upon the
resignation of the Administrative Agent, the Required Lenders shall appoint from
among the Lenders a successor Administrative Agent which is a bank



                                     -124-
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or a trust company for the Lenders subject, to the extent that no payment
Default or Event of Default has occurred and is then continuing, to prior
approval by Holdings (such approval not to be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall include such
successor agent effective upon its appointment, and the resigning Administrative
Agent's rights, powers and duties as the Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement. If a successor
Administrative Agent shall not have been so appointed within such 20 day period
after the date such notice of resignation was given by the Administrative Agent,
the Administrative Agent's resignation shall become effective and the Lenders
shall thereafter perform all duties of the Administrative Agent hereunder and/or
under any other Credit Documents until such time, if any, as the Required
Lenders appoint a successor Administrative Agent as provided above. After the
resignation of the Administrative Agent hereunder, the provisions of this
Section 11 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

          (b) The Syndication Agent may resign from the performance of all of
its functions and duties hereunder and/or under the other Credit Documents at
any time by giving 10 Business Days' prior written notice to the Administrative
Agent and the Lenders. Such resignation shall become effective at the end of
such 10 Business Day period. After the resignation of the Syndication Agent
hereunder, the provisions of this Section 11 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Syndication Agent
under this Agreement.

          (c) The Documentation Agent may resign from the performance of all its
functions and duties hereunder and/or under the other Credit Documents at any
time by giving 10 Business Days' prior written notice to the Administrative
Agent and the Lenders. Such resignation shall become effective at the end of
such 10 Business Day period. After the resignation of either the Documentation
Agent hereunder, the provisions of this Section 11 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was a Documentation
Agent under this Agreement.

          11.11 OTHER AGENTS. Notwithstanding any other provision of this
Agreement or any provision of any other Credit Document, the Lead Arranger is
named as such for recognition purposes only, and in its capacity as such shall
have no powers, duties, responsibilities or liabilities with respect to this
Agreement or the other Credit Documents or the transactions contemplated hereby
and thereby; it being understood and agreed that the Lead Arranger shall be
entitled to all indemnification and reimbursement rights in favor of "Agents"
as, and to the extent, provided for under Sections 12.06 and 13.01. Without
limitation of the foregoing, the Lead Arranger shall not, solely by reason of
this Agreement or any other Credit Documents, have any fiduciary relationship in
respect of any Lender or any other Person.

          11.12 COLLATERAL MATTERS. (a) Each Lender authorizes and directs the
Collateral Agent to enter into the Security Documents for the benefit of the
Lenders and the other Secured Creditors. Each Lender hereby agrees, and each
holder of any Note or participant in Letters of Credit by the acceptance thereof
will be deemed to agree, that, except as otherwise set forth herein, any action
taken by the Required Lenders in accordance with the provisions of this


                                     -125-
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Agreement or the Security Documents, and the exercise by the Required Lenders of
the powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of the
Lenders. The Collateral Agent is hereby authorized on behalf of all of the
Lenders, without the necessity of any notice to or further consent from any
Lender, from time to time prior to an Event of Default, to take any action with
respect to any Collateral or Security Documents which may be necessary to
perfect and maintain perfected the security interest in and liens upon the
Collateral granted pursuant to the Security Documents.

          (b) The Lenders hereby authorize the Collateral Agent, at its option
and in its discretion, to release any Lien granted to or held by the Collateral
Agent upon any Collateral (i) upon termination of the Commitments and payment
and satisfaction of all of the Obligations at any time arising under or in
respect of this Agreement or the Credit Documents or the transactions
contemplated hereby or thereby (other than those arising from indemnities for
which no claim has been made), (ii) constituting property being sold or disposed
of (to Persons other than Holdings and its Subsidiaries) upon the sale thereof
in compliance with Section 9.02 or (iii) if approved, authorized or ratified in
writing by the Required Lenders (unless such release is required to be approved
by all of the Lenders hereunder). Upon request by the Administrative Agent at
any time, the Lenders will confirm in writing the Collateral Agent's authority
to release particular types or items of Collateral pursuant to this Section
11.12.

          (c) Upon any sale and transfer of Collateral which is expressly
permitted pursuant to the terms of this Agreement, or consented to in writing by
the Required Lenders, or all of the Lenders, as applicable, and upon at least
five (5) Business Days' (or such shorter period as is acceptable to the
Collateral Agent) prior written request by Holdings, the Collateral Agent shall
(and is hereby irrevocably authorized by the Lenders to) execute such documents
as may be necessary to evidence the release of the Liens granted to the
Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon
the Collateral that was sold or transferred, PROVIDED, that (i) the Collateral
Agent shall not be required to execute any such document on terms which, in the
Collateral Agent's opinion, would expose the Collateral Agent to liability or
create any obligation or entail any consequence other than the release of such
Liens without recourse, representation or warranty and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens upon
(or obligations of Holdings or any of its Subsidiaries in respect of) all
interests retained by Holdings or any of its Subsidiaries, including, without
limitation, the proceeds of the sale, all of which shall continue to constitute
part of the Collateral. In the event of any foreclosure or similar enforcement
action with respect to any of the Collateral, the Collateral Agent shall be
authorized to deduct all of the costs and expenses reasonably incurred by the
Collateral Agent from the proceeds of any such sale, transfer or foreclosure.

          (d) The Collateral Agent shall have no obligation whatsoever to the
Lenders or to any other Person to assure that the Collateral exists or is owned
by any Credit Party or any of its Subsidiaries or insured or that the Liens
granted to the Collateral Agent herein or pursuant hereto have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at
all or in any manner or under any duty of care, disclosure or fidelity any of
the rights, authorities and powers granted or available to the Collateral Agent
in this Section 11.12 or in any of the Security Documents, it being understood
and agreed that in respect of the Collateral, or any act, omission


                                     -126-
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or event related thereto, the Collateral Agent may act in any manner it may deem
appropriate, in its sole discretion, given the Collateral Agent's own interest
in the Collateral as one of the Lenders and that the Collateral Agent shall have
no duty or liability whatsoever to the Lenders, except for its gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision or pursuant to a binding arbitration award or
as otherwise agreed in writing by the affected parties).

          11.13 DELIVERY OF INFORMATION. The Administrative Agent shall not be
required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from Holdings, any Subsidiary of Holdings, the Required
Lenders, any Lender or any other Person under or in connection with this
Agreement or any other Credit Document except (i) as specifically provided in
this Agreement or any other Credit Document and (ii) as specifically requested
from time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the
possession of the Administrative Agent at the time of receipt of such request
and then only in accordance with such specific request.

          SECTION 12. MISCELLANEOUS.

          12.01 PAYMENT OF EXPENSES, ETC. The Borrower hereby agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Agents and the Collateral
Agent (including, without limitation, the reasonable fees and disbursements of
White & Case LLP and local counsel) in connection with the negotiation,
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and
any amendment, waiver or consent relating hereto or thereto and of each Agent in
connection with its syndication efforts with respect to this Agreement; (ii) pay
all reasonable out-of-pocket costs and expenses of the Agents, the Documentation
Agent, the Collateral Agent, each Letter of Credit Issuer and each of the
Lenders in connection with the enforcement of the Credit Documents and the
documents and instruments referred to therein and, after an Event of Default
shall have occurred and be continuing, the protection of the rights of each of
the Agents, the Documentation Agent, the Collateral Agent, each Letter of Credit
Issuer and each of the Lenders thereunder (including, without limitation, the
reasonable fees and disbursements of counsel (including in-house counsel) for
each Agent and for each of the Lenders); (iii) pay and hold each of the Agents,
the Collateral Agent and each of the Lenders harmless from and against any and
all present and future stamp and other similar taxes with respect to the
foregoing matters and save each of the Agents, the Collateral Agent and each of
the Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
such Agent, the Collateral Agent or such Lender) to pay such taxes; and (iv)
indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer and
each Lender, its officers, directors, trustees, employees, representatives and
agents from and hold each of them harmless against any and all losses,
liabilities, obligations (including removal or remedial actions), penalties,
claims, damages, costs, disbursements or expenses incurred by, imposed on or
assessed against any of them as a result of, or arising out of, or in any way
related to, or by reason of, (a) any investigation, litigation or other
proceeding (whether or not any of the Agents, the Documentation Agent, the
Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto
and whether or not any such investigation, litigation or other proceeding is
between


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or among of the Agents, the Documentation Agent, the Collateral Agent, any
Lender, any Credit Party or any third Person or otherwise) related to the
entering into and/or performance of this Agreement or any other Document or the
use of any Letter of Credit or the proceeds of any Loans hereunder or the
Transaction or the consummation of any other transactions contemplated in any
Document (but excluding any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable judgment or pursuant to a binding arbitration award or as
otherwise agreed in writing by the affected parties) of the Person to be
indemnified), or (b) the actual or alleged presence of Hazardous Materials in
the air, surface water or groundwater or on the surface or subsurface of any
Real Property at any time owned, leased or operated by Holdings or any of its
Subsidiaries, the Release, generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned, leased or
operated by Holdings or any of its Subsidiaries, the non-compliance of any Real
Property with foreign, federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to any Real
Property, or any Environmental Claim in connection with or relating to Holdings,
any of its Subsidiaries or any of their operations or activities or any Real
Property at any time owned, leased or operated by Holdings or any of its
Subsidiaries, in each case, including, without limitation, the reasonable fees
and disbursements of counsel and independent consultants incurred in connection
with any such investigation, litigation or other proceeding. To the extent that
the undertaking to indemnify, pay or hold harmless any Agent, the Collateral
Agent, any Letter of Credit Issuer or any Lender set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

          12.02 RIGHT OF SETOFF; COLLATERAL MATTERS. (a) In addition to any
rights now or hereafter granted under applicable law or otherwise, and not by
way of limitation of any such rights, upon the occurrence of an Event of
Default, each Agent, each Letter of Credit Issuer and each Lender is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to Holdings or any of its Subsidiaries or to
any other Person, any such notice being hereby expressly waived, to set off and
to appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by such Agent, such Letter of Credit
Issuer or such Lender (including, without limitation, by branches and agencies
of such Agent, such Letter of Credit Issuer or such Lender wherever located) to
or for the credit or the account of Holdings or any of its Subsidiaries against
and on account of the Obligations and liabilities of Holdings or any of its
Subsidiaries to such Agent, such Letter of Credit Issuer or such Lender under
this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations of Holdings or any of its Subsidiaries
purchased by such Lender pursuant to Section 12.06(b), all participations by any
Lender in any Swingline Loans or Letters of Credit as required pursuant to the
provisions of this Agreement and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Agent, such Letter of Credit Issuer or such
Lender shall have made any demand hereunder and although said Obligations shall
be contingent or unmatured. The Borrower agrees that any Lender purchasing
participations in one or more Letters of Credit issued, or Swingline Loans made,
to it as required by the provisions of this Agreement, or purchasing
participations as required by Section 12.06(b), may, to the fullest extent
permitted by law, exercise all rights (including without


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limitation the right of setoff) with respect to such participations as fully as
if such Lender is a direct creditor of the Borrower with respect to such
participations in the amount thereof.

          (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE
LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN
CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF
SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR
INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE
UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT
REQUIRED BY SECTION 12.12 OF THIS AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN
WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING
WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF
THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE
VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL
AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND
OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER.

          12.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including facsimile communication) and mailed, telecopied or delivered, if to
any Credit Party, at the address specified opposite its signature below or in
the other relevant Credit Documents, as the case may be; if to any Lender, at
its address specified for such Lender on Annex II; or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be mailed, telegraphed,
telexed, telecopied or cabled or sent by overnight courier, and shall be
effective when received.

          12.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; PROVIDED, HOWEVER, no Credit Party may assign or
transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of all of the Lenders and,
PROVIDED FURTHER, that (x) no Lender may transfer or assign all or any portion
of its Commitments hereunder except as provided in Section 12.04(b) and (y)
although any Lender may grant participations in its rights hereunder pursuant to
this Section 12.04(a), such Lender shall remain a "Lender" for all purposes
hereunder and the participant shall not constitute a "Lender" hereunder and,
PROVIDED FURTHER, that no Lender shall grant any participation under which the
participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter
of Credit (unless such Letter of Credit is not extended beyond the Revolving
Loan Maturity Date) in which such participant is


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participating, or reduce the rate or extend the time of payment of interest or
Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant's participation over the amount
thereof then in effect (it being understood that (x) a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitment or of a
mandatory repayment of Loans shall not constitute a change in the terms of such
participation, (y) an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof and (z) any amendment or modification to the
financial definitions in this Agreement shall not constitute a reduction in any
rate of interest or fees for purposes of this clause (i), notwithstanding the
fact that such amendment or modification actually results in such a reduction),
(ii) consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement or (iii) release all or substantially all
of the Collateral under all of the Security Documents (except as expressly
provided in the Credit Documents) supporting the Loans hereunder in which such
participant is participating. In the case of any such participation, the
participant shall not have any rights under this 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.

          (b) Notwithstanding the foregoing, any Lender (or any Lender together
with one or more other Lenders) may (x) assign all or a portion of its Revolving
Loan Commitment (and related outstanding Obligations hereunder) and/or its
outstanding Term Loans to its parent company and/or any affiliate of such Lender
which is at least 50% owned by such Lender or its parent company or a Related
Fund of such Lender or to one or more Lenders or (y) assign all, or if less than
all, a portion equal to at least (i) $1,000,000, in the case of Term Loans and
(ii) $5,000,000, in the case of Revolving Loans, in each case, in the aggregate
for the assigning Lender or assigning Lenders, of such Revolving Loan
Commitments and outstanding principal amount of Term Loans hereunder to one or
more Eligible Transferees (treating (1) any fund that invests in bank loans and
(2) any other fund that invests in bank loans and is managed by the same
investment advisor as such fund or by an Affiliate of such investment advisor,
as a single Eligible Transferee, PROVIDED that if any such fund subsequently
assigns all or any part of its Revolving Loan Commitment or outstanding Term
Loans pursuant to clause (y), such assignment must be in an amount of at least
(i) $1,000,000, in the case of Term Loans and (ii) $5,000,000, in the case of
Revolving Loans (either individually or when taken together with the amount
assigned by Related Funds), unless the aggregate amount of Revolving Loan
Commitments and Term Loans held by all such Related Funds is less than
$1,000,000, in which case such aggregate amount may be assigned), each of which
assignees shall become a party to this Agreement as a Lender by execution of an
Assignment and Assumption Agreement, PROVIDED that (i) at such time Annex I
shall be deemed modified to reflect the Commitments (and/or outstanding Term
Loans, as the case may be) of such new Lender and of the existing Lenders, (ii)
upon surrender of the old Notes (or the furnishing of a standard indemnity
letter from the respective assigning Lender in respect of any lost Notes in a
form reasonably acceptable to the Borrower and the Administrative Agent), new
Notes will be issued, at the Borrower's expense, to such new Lender and to the
assigning Lender upon request, such new Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Commitments (and/or outstanding Term Loans, as the
case may be),


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(iii) the consent of the Administrative Agent shall be required in connection
with any such assignment pursuant to clause (y) of this Section 12.04(b) (which
consent shall not be unreasonably withheld or delayed), (iv) at any time when no
Event of Default is in existence, and when no Default exists pursuant to Section
9.01 or 9.05, the consent of the Borrower shall be required in connection with
any such assignment pursuant to clause (y) of this Section 12.04(b) (which
consent shall not be unreasonably withheld or delayed), except in connection
with an assignment pursuant to said clause (y) within four weeks following the
Initial Borrowing Date made as part of the primary syndication of Loans and
Commitments, (v) any assignment of all or any portion of the Revolving Loan
Commitment of any Lender (or, if the Revolving Loan Commitment has terminated,
any assignment which would include participations in outstanding Letters of
Credit and/or obligations to fund Mandatory Borrowings) shall require the
consent of the Swingline Lender and each Letter of Credit Issuer at such time
(which consents will not be unreasonably withheld or delayed), and (vi) the
Administrative Agent shall receive at the time of each such assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500 and, PROVIDED FURTHER, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Register pursuant to
Section 7.13 hereof. To the extent of any assignment pursuant to this Section
12.04(b), the assigning Lender shall be relieved of its obligations hereunder.
At the time of each assignment pursuant to this Section 12.04(b) 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 Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To
the extent that an assignment of all or any portion of a Lender's Commitments
and related outstanding Obligations pursuant to Section 1.13 or this Section
12.04(b) would, at the time of such assignment, result in increased costs under
Section 1.10, 1.11, 2.05 or 4.04(a) from those being charged by the respective
assigning Lender prior to such assignment, then the Borrower shall not be
obligated to pay such increased costs (although the Borrower shall be obligated
to pay any other increased costs of the type described above resulting from
changes after the date of the respective assignment). Notwithstanding anything
to the contrary contained above, at any time after the termination of the Total
Revolving Loan Commitment, if any Revolving Loans or Letters of Credit remain
outstanding, assignments may be made as provided above, except that the
respective assignment shall be of a portion of the outstanding Revolving Loans
of the respective RL Lender and its participation in Letters of Credit and its
obligation to make RL Mandatory Borrowings, although any such assignment
effected after the termination of the Total Revolving Loan Commitment shall not
release the assigning RL Lender from its obligations as a Participant with
respect to outstanding Letters of Credit or to fund its share of any RL
Mandatory Borrowing (although the respective assignee may agree, as between
itself and the respective assigning RL Lender, that it shall be responsible for
such amounts).

          (c) Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, with prior
written notice to the Administrative Agent, any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee. No pledge pursuant to this clause (c) shall release
the transferor Lender from any of its obligations hereunder.


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          (d) Notwithstanding anything to the contrary contained in this Section
12.04, any Lender which is a fund may, with the consent of the Borrower and the
Administrative Agent (such consent not to be unreasonably withheld), pledge all
or any portion of its Notes or Loans to a trustee for the benefit of investors
and in support of its obligations to such investors.

          12.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part
of any Agent, the Collateral Agent, the Documentation Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between any Credit Party and any of the
Agents, the Documentation Agent, the Collateral Agent or any Lender shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder or thereunder. The rights and remedies herein expressly
provided are cumulative and not exclusive of any rights or remedies which any of
the Agents, the Documentation Agent, the Collateral Agent or any Lender would
otherwise have. No notice to or demand on any Credit Party in any case shall
entitle any Credit Party to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Agents, the
Documentation Agent, the Collateral Agent or the Lenders to any other or further
action in any circumstances without notice or demand.

          12.06 PAYMENTS PRO RATA. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of any Credit Party
in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its PRO RATA share
of such payment) PRO RATA based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

          (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Lenders is in a greater proportion than
the total of such Obligation then owed and due to such Lender bears to the total
of such Obligation then owed and due to all of the Lenders immediately prior to
such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the
Obligations of the respective Credit Party to such Lenders in such amount as
shall result in a proportional participation by all of the Lenders in such
amount; PROVIDED, that if all or any portion of such excess amount is thereafter
recovered from such Lender, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

          (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 12.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.


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          12.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by Holdings or the Borrower to the Lenders); PROVIDED, that (x) except as
otherwise specifically provided herein, all computations determining compliance
with Sections 4.02 and 8, including definitions used therein, shall utilize
accounting principles and policies in effect at the time of the preparation of,
and in conformity with those used to prepare, the December 31, 2001 financial
statements delivered to the Lenders pursuant to Section 6.10(b) but shall give
effect to non-cash adjustments resulting from the application of fresh start
accounting required as a result of the Reorganization and (y) if at any time the
computations determining compliance with Sections 4.02 and 8 utilize accounting
principles different from those utilized in the financial statements furnished
to the Lenders, such financial statements shall be accompanied by reconciliation
work-sheets; PROVIDED FURTHER, that (i) to the extent expressly required
pursuant to the provisions of this Agreement, certain calculations shall be made
on a PRO FORMA Basis, and (ii) in the case of any determinations of Consolidated
Interest Expense for any portion of any Test Period which ends prior to the
Initial Borrowing Date, all computations determining compliance with Section
8.10 and all determinations of the Consolidated Interest Coverage Ratio shall be
calculated in accordance with the proviso appearing in the definition of
Consolidated Interest Expense contained herein.

          (b) All computations of interest (except as provided in the
immediately succeeding sentence) hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest is payable. All
computations of Base Rate and Overnight Euro Rate interest and all Fees
hereunder shall be made on the basis of a year of 365/366 days for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest or Fees is or are payable.

          (c) Notwithstanding anything to the contrary contained in Section
12.07(a) above, for purposes of determining compliance with any incurrence or
expenditure tests set forth in Sections 7 and/or 8 (excluding Sections 8.09,
8.10 and 8.11), except as otherwise expressly set forth in said Sections, any
amounts so incurred or expended (to the extent incurred or expended in a
currency other than U.S. Dollars) shall be converted into U.S. Dollars on the
basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does
not provide such exchange rates, on such other basis as is satisfactory to the
Administrative Agent) as in effect on the date of such incurrence or expenditure
under any provision of any such Section that has an aggregate U.S. Dollar
limitation therein (and to the extent the respective incurrence or expenditure
test regulates the aggregate amount outstanding at any time and is expressed in
terms of U.S. Dollars, all outstanding amounts originally incurred or spent in
currencies other than U.S. Dollars shall be converted into U.S. Dollars on the
basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does
not provide such exchange rates, on such other basis as is satisfactory to the
Administrative Agent) as in effect on the date of any new incurrence or
expenditures made under any provision of any such Section but regulates the U.S.
Dollar amount outstanding at any time).

          (d) Except as otherwise expressly provided herein, for purposes of
this Agreement, the U.S. Dollar Equivalent (and the Principal Amount) of each
Euro Denominated


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Loan and the Stated Amount of each Euro Denominated Letter of Credit shall be
calculated (i) on the date when any such Euro Denominated Loan is made or
repaid, any voluntary reduction to the Total Unutilized Revolving Loan
Commitment is made pursuant to Section 3.02 or any Letter of Credit is issued
pursuant to Section 2.01, (ii) on the last Business Day of each calendar month
and (iii) at such other times as designated by the Administrative Agent at any
time when a Default under Section 9.01 or an Event of Default exists; PROVIDED
that for purposes of any determination of the U.S. Dollar Equivalent in
connection with a mandatory repayment pursuant to Section 4.02(A)(a)(i) or (ii),
the U.S. Dollar Equivalent of any Euro Denominated Loan shall be calculated on
the last Business day of each calendar month. Such U.S. Dollar Equivalent shall
remain in effect until the same is recalculated by the Administrative Agent as
provided above and notice of such recalculation is received by the Borrower, it
being understood that until such notice is received, the U.S. Dollar Equivalent
shall be that U.S. Dollar Equivalent as last reported to the Borrower by the
Administrative Agent. The Administrative Agent shall promptly notify the
Borrower and the Lenders of each such determination of the U.S. Dollar
Equivalent.

          12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.(a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, in each case located within the City of New York and, by
execution and delivery of this Agreement, each Credit Party hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each Credit Party
hereby further irrevocably waives any claim that any such courts lack
jurisdiction over such Credit Party, and agrees not to plead or claim, in any
legal action or proceeding with respect to this Agreement or any other Credit
Document brought in any of the aforesaid courts, that any such court lacks
jurisdiction over such Credit Party. Each Credit Party irrevocably consents to
the service of process in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such Credit Party,
at its address for notices pursuant to Section 12.03, such service to become
effective 30 days after such mailing. Each Credit Party hereby irrevocably
waives any objection to such service of process and further irrevocably waives
and agrees not to plead or claim in any action or proceeding commenced hereunder
or under any other Credit Document that service of process was in any way
invalid or ineffective. Nothing herein shall affect the right of the Agents, the
Documentation Agent, the Collateral Agent or any Lender or the holder of any
Note to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against any Credit Party in any other
jurisdiction.

          (b) Each Credit Party hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.


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          12.09 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts executed by all the parties hereto shall be lodged with Holdings,
the Borrower and the Administrative Agent.

          12.10 EFFECTIVENESS. This Agreement shall become effective on the date
(the "Effective Date") on which Holdings, the Borrower, each of the Lenders, the
Documentation Agent, the Syndication Agent and the Administrative Agent shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered the same to the Administrative Agent at its Notice
Office or, in the case of the Lenders, shall have given to the Administrative
Agent telephonic (confirmed in writing), written, telex or facsimile notice
(actually received) at such office that the same has been signed and mailed to
it. The Administrative Agent will give Holdings, the Borrower and each Lender
prompt written notice of the occurrence of the Effective Date.

          12.11 HEADINGS DESCRIPTIVE. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

          12.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders, PROVIDED that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected in the case of following clause (i)), (i)
extend the final scheduled maturity of any Loan or Note or extend the stated
maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or
reduce the rate or extend the time of payment of interest (other than as a
result of any waiver of the applicability of any post-default increase in
interest rates) or Fees thereon, or reduce the principal amount thereof (except
to the extent paid in cash) (it being understood that any amendment or
modification to the financial definitions in this Agreement shall not constitute
a reduction in any rate of interest or fees for purposes of this clause (i),
notwithstanding the fact that such amendment or modification actually results in
such a reduction), (ii) release all or substantially all of the Collateral
(except as expressly provided in the Security Documents) under all the Security
Documents, (iii) release all or substantially all of the Guarantees (except as
expressly provided in the Credit Documents), (iv) amend, modify or waive any
provision of this Section 12.12 (except for technical amendments with respect to
additional extensions of credit pursuant to this Agreement which afford the
protections to such additional extensions of credit of the type provided to the
A-1 Term Loans, A-2 Term Loans and the Revolving Loan Commitments on the
Effective Date), (v) reduce the percentage specified in the definition of
Required Lenders (it being understood that, with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same
basis as the extensions of A-1 Term Loans, A-2 Term Loans and Revolving Loan
Commitments are included on the Effective Date) or (vi) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge
or termination shall (1) increase the Commitments of any Lender


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over the amount thereof then in effect without the consent of such Lender (it
being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction in the
Total Commitment shall not constitute an increase of the Commitment of any
Lender, and that an increase in the available portion of any Commitment of any
Lender shall not constitute an increase in the Commitment of such Lender), (2)
without the consent of DBAG, amend, modify or waive any provision of Section 2
or alter its rights or obligations with respect to Letters of Credit or
Swingline Loans, (3) without the consent of each applicable Agent, amend, modify
or waive any provision of Section 11 as same applies to such Agent or any other
provision as same relates to the rights or obligations of such Agent, (4)
without the consent of the Collateral Agent, amend, modify or waive any
provision relating to the rights or obligations of the Collateral Agent, (5)
except in cases where additional extensions of term loans are being afforded
substantially the same treatment afforded to the Term Loans pursuant to this
Agreement as originally in effect, without the consent of the Majority Lenders
of each Facility which is being allocated a lesser prepayment, repayment or
commitment reduction as a result of the actions described below (or without the
consent of the Majority Lenders of each Facility in the case of an amendment to
the definition of Majority Lenders), amend the definition of Majority Lenders or
alter the required application of any prepayments or repayments (or commitment
reduction), as between the various Facilities pursuant to Section 4.01(a) or
4.02(B) (although the Required Lenders may waive, in whole or in part, any such
prepayment, repayment or commitment reduction so long as the application, as
amongst the various Facilities, of any such prepayment, repayment or commitment
reduction which is still required to be made is not altered), PROVIDED that if
in any circumstance the consent of the Majority Lenders of the Revolving Loan
Facility is required pursuant to this clause (5) at any time that DBAG would
constitute the Majority Lenders of such Facility, then the consent of the
Majority Lenders shall not be deemed to have been obtained until DBAG and one
other Lender with at least $5,000,000 of Revolving Loan Commitments shall have
consented to the respective change, waiver, modification, discharge or
termination (6) without the consent of the Supermajority Lenders of the
respective Facility, amend the definition of Supermajority Lenders (it being
understood that, with the consent of the Superrequired Lenders, additional
extensions of credit pursuant to this Agreement may be included in the
determination of the Supermajority Lenders on substantially the same basis as
the extensions of Loans and Commitments are included on the Effective Date) or
amend downward, waive or reduce any Scheduled Repayment of such affected
Facility (except that, if additional Loans are made pursuant to a given
Facility, the Scheduled Repayments of such Facility may be increased on a
proportionate basis without the consent otherwise required by this clause (6))
or (7) without the consent of the Superequired Lenders, increase the Total
Commitment or make any additional extensions of credit pursuant to this
Agreement; and PROVIDED FURTHER, that notwithstanding anything to the contrary
contained in this Section 12.12, upon the request of the Borrower and with the
consent of DBAG, the Administrative Agent, the Borrower and DBAG shall be
entitled, without the consent of any of the other Lenders, to effect such
amendments or modifications to this Agreement and the other Credit Documents as
the Borrower, the Administrative Agent and DBAG deem necessary and appropriate
to permit DBAG to convert all or part of its outstanding A-2 Term Loans to a new
tranche of Term Loans denominated in Euros (the "A-3 Term Loans"), it being
understood and agreed that (i) the aggregate principal amount of A-2 Term Loans
to be converted to A-3 Term Loans shall be mutually acceptable to DBAG and the
Borrower and (ii) the terms and conditions


                                     -136-
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of any A-3 Term Loans shall be substantially similar to the existing tranches of
Term Loans and otherwise reasonably acceptable to DBAG and the Borrower.

          (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by clause
(a)(i) through (v), inclusive, of the first proviso to Section 12.12(a), the
consent of the Required Lenders is obtained but the consent of one or more of
such other Lenders whose consent is required is not obtained, then the Borrower
shall have the right, so long as all non-consenting Lenders whose individual
consent is required are treated as described in either clause (A) or (B) below,
to either (A) replace each such non-consenting Lender or Lenders with one or
more Replacement Lenders pursuant to Section 1.13 so long as at the time of such
replacement, each such Replacement Lender consents to the proposed change,
waiver, discharge or termination or (B) terminate such non-consenting Lender's
Commitments and repay in full its outstanding Loans, in accordance with Sections
3.02(b) and/or 4.01(b), PROVIDED that, unless the Commitments terminated and
Loans repaid pursuant to preceding clause (B) are immediately replaced in full
at such time through the addition of new Lenders or the increase of the
Commitments and/or outstanding Loans of existing Lenders (who in each case must
specifically consent thereto), then in the case of any action pursuant to
preceding clause (B) the Required Lenders (determined before giving effect to
the proposed action) shall specifically consent thereto, PROVIDED FURTHER, that
the Borrower shall not have the right to replace a Lender solely as a result of
the exercise of such Lender's rights (and the withholding of any required
consent by such Lender) pursuant to the second proviso to Section 12.12(a).

          12.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Section 1.10, 1.11, 2.05, 4.04, 11.07 or 12.01, shall, subject to
the provisions of Section 12.19 (to the extent applicable), survive the
execution and delivery of this Agreement and the making and repayment of the
Loans.

          12.14 DOMICILE OF LOANS AND COMMITMENTS. Each Lender may transfer and
carry its Loans and/or Commitments at, to or for the account of any branch
office, subsidiary or affiliate of such Lender; PROVIDED, that the Borrower
shall not be responsible for costs arising under Section 1.10, 1.11, 2.05 or
4.04 resulting from any such transfer (other than a transfer pursuant to Section
1.12) to the extent such costs would not otherwise be applicable to such Lender
in the absence of such transfer.

          12.15 CONFIDENTIALITY. (a) Each of the Lenders agrees that it will use
its best efforts not to disclose without the prior consent of the Borrower
(other than to its employees, officers, directors, auditors, counsel or other
professional advisors, to affiliates or to another Lender if the Lender or such
Lender's holding or parent company in its sole discretion determines that any
such party should have access to such information) any information with respect
to Holdings, the Borrower or any of its respective Subsidiaries which is
furnished pursuant to this Agreement; PROVIDED, that any Lender may (without
such consent) disclose any such information (a) as was generally available to
the public at the time of disclosure or as has become generally available to the
public or has become available to such Lender on a non-confidential basis, (b)
as may be required or appropriate in any report, statement or testimony
submitted to any municipal, state or Federal regulatory body having or claiming
to have jurisdiction over such Lender or to the Federal Reserve Board, the
Federal Deposit Insurance


                                     -137-
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Corporation, the NAIC or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required or appropriate in
response to any summons or subpoena or in connection with any litigation or
other legal process, (d) in order to comply with any law, order, regulation or
ruling applicable to such Lender, and (e) to any prospective transferee or its
investment advisor in connection with any contemplated transfer of any of the
Notes or any interest therein by such Lender; PROVIDED, that such prospective
transferee or investment advisor agrees to be bound by the provisions of this
Section 12.15 to the same extent as such Lender.

          (b) Each of Holdings and the Borrower hereby acknowledges and agrees
that each Lender may share with any of its affiliates any information related to
Holdings or any of its Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of Holdings and
its Subsidiaries, provided that such Persons shall be subject to the provisions
of this Section 12.15 to the same extent as such Lender).

          12.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          12.17 JUDGMENT CURRENCY. (a) The Credit Parties' obligations hereunder
and under the other Credit Documents to make payments in the applicable Approved
Currency (the "Obligation Currency") shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative Agent,
the Collateral Agent or the respective Lender of the full amount of the
Obligation Currency expressed to be payable to the Administrative Agent, the
Collateral Agent or such Lender under this Agreement or the other Credit
Documents. If, for the purpose of obtaining or enforcing judgment against any
Credit Party in any court or in any jurisdiction, it becomes necessary to
convert into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the Obligation Currency, the conversion shall be made at the U.S. Dollar
Equivalent or the Euro Equivalent thereof, as the case may be, and, in the case
of other currencies, the rate of exchange (as quoted by the Administrative Agent
or if the Administrative Agent does not quote a rate of exchange on such
currency, by a known dealer in such currency designated by the Administrative
Agent determined, in each case, as of the Business Day immediately preceding the
day on which the judgment is given (such Business Day being hereinafter referred
to as the "Judgment Currency Conversion Date").

          (b) If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the Borrower covenants and agrees to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.


                                     -138-
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          (c) For purposes of determining the U.S. Dollar Equivalent, Euro
Equivalent or any other rate of exchange for this Section, such amounts shall
include any premium and costs payable in connection with the purchase of the
Obligation Currency.

          12.18 SPECIAL PROVISIONS RELATING TO CURRENCIES OTHER THAN DOLLARS.
(a) All funds to be made available to the Administrative Agent, DBAG or any
Letter of Credit Issuer pursuant to this Agreement in Euros shall be made
available to the Administrative Agent in immediately available, freely
transferable, cleared funds to such account with such bank in such principal
financial center in such participating member state (or in London) as the
Administrative Agent shall from time to time nominate for this purpose.

          (b) In relation to the payment of any amount denominated in Euros or
in a European national currency unit, the Administrative Agent shall not be
liable to the Borrower or any of the Lenders for any delay, or the consequences
of any delay, in the crediting to any account of any amount required by this
Agreement to be paid by the Administrative Agent if the Administrative Agent
shall have taken all relevant and necessary steps to achieve, on the date
required by this Agreement, the payment of such amount in immediately available,
freely transferable, cleared funds (in Euros or, as the case may be, in the
relevant European national currency unit) to the account with the bank in the
principal financial center in the participating member state which the Borrower
or, as the case may be, any Lender shall have specified for such purpose. In
this Section 12.18(b), "all relevant steps" means all such steps as may be
prescribed from time to time by the regulations or operating procedures of such
clearing or settlement system as the Administrative Agent may from time to time
determine for the purpose of clearing or settling payments of Euros or the
relevant European national currency unit. Furthermore, and without limiting the
foregoing, the Administrative Agent shall not be liable to the Borrower or any
of the Lenders with respect to the foregoing matters in the absence of its gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision or pursuant to a binding
arbitration award or as otherwise agreed in writing by the affected parties).

          12.19 LIMITATION ON ADDITIONAL AMOUNTS, ETC. Notwithstanding anything
to the contrary contained in Section 1.10, 1.11 or 2.05 of this Agreement,
unless a Lender gives notice to the Borrower that it is obligated to pay an
amount under such Section within six months after the later of (x) the date the
Lender incurs the respective increased costs, Taxes, loss, expense or liability,
reduction in amounts received or receivable or reduction in return on capital or
(y) the date such Lender has actual knowledge of its incurrence of the
respective increased costs, Taxes, loss, expense or liability, reductions in
amounts received or receivable or reduction in return on capital, then such
Lender shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Section 1.10, 1.11 or 2.05, as the case may be, to the extent
of the costs, Taxes, loss, expense or liability, reduction in amounts received
or receivable or reduction in return on capital that are incurred or suffered on
or after the date which occurs six months prior to such Lender giving notice to
the Borrower that it is obligated to pay the respective amounts pursuant to said
Section 1.10, 1.11 or 2.05, as the case may be. This Section 12.19 shall have no
applicability to any Section of this Agreement other than said Sections 1.10,
1.11 and 2.05.


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          12.20 POST-CLOSING ACTIONS. Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto
acknowledge and agree that:

          (a) SECURITY DOCUMENT FILINGS. Form UCC-1 financing statements (or
     other appropriate local equivalent) delivered by the Borrower to the
     Collateral Agent on the Initial Borrowing Date shall be filed in the
     appropriate governmental office within 5 days following the Initial
     Borrowing Date.

          (b) OPINIONS OF FOREIGN COUNSEL. Within 90 days following the Initial
     Borrowing Date, the Collateral Agent shall have received additional
     opinions, addressed to each Agent, the Collateral Agent and each of the
     Lenders from foreign counsel to Credit Parties and/or the Agents reasonably
     satisfactory to the Collateral Agent, which opinions (x) shall cover the
     perfection and enforceability as against third parties of the security
     interests granted pursuant to the Foreign Pledge Agreements and such other
     matters relating to the transactions contemplated herein as the Collateral
     Agent may reasonably request and (y) shall be in form and substance
     reasonably satisfactory to the Collateral Agent.

          (c) REAL ESTATE MATTERS. Within 90 days following the Initial
     Borrowing Date, the Borrower shall have used commercially reasonable
     efforts to obtain such estoppel letters, landlord waiver letters,
     non-disturbance letters and similar assurances as may have been reasonably
     requested by the Collateral Agent, which letters shall be in form and
     substance reasonably satisfactory to the Collateral Agent.

          (d) FOREIGN PLEDGE AGREEMENTS. Within 90 days following the Initial
     Borrowing Date, the Borrower shall have duly authorized, executed and
     delivered Foreign Pledge Agreements covering the Equity Interests of (i)
     Dade Behring Holding GmbH, (ii) Dade Behring Ltd., (iii) Dade Behring
     Diagnostics Pty. Ltd., (iv) Dade Behring S.A. de C.V., and (v) Dade Behring
     B.V., in each case together with evidence of the completion of all
     recordings and filings of, or with respect to the Foreign Pledge Agreements
     as may be necessary or, in the reasonable opinion of the Collateral Agent,
     desirable to perfect the security interest intended to be created by the
     Foreign Pledge Agreements.

          (e) INTERCOMPANY NOTES. Within 10 Business Days following the Initial
     Borrowing Date, the Borrower shall have delivered each Intercompany Note
     required to be pledged to the Collateral Agent pursuant to the Pledge
     Agreement.

          All provisions of this Credit Agreement and the other Credit Documents
(including, without limitation, all conditions precedent, representations,
warranties, covenants, events of default and other agreements herein and
therein) shall be deemed modified to the extent necessary to effect the
foregoing (and to permit the taking of the actions described above within the
time periods, required above, rather than as otherwise provided in the Credit
Documents); PROVIDED, that (x) to the extent any representation and warranty
would not be true because the foregoing actions were not taken on the Initial
Borrowing Date, the respective representation and warranty shall be required to
be true and correct in all material respects at the time the respective action
is taken (or was required to be taken) in accordance with the foregoing
provisions of this


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Section 12.20 and (y) all representations and warranties relating to the
Security Documents shall be required to be true immediately after the actions
required to be taken by Section 12.20 have been taken (or were required to be
taken). The acceptance of the benefits of the Loans shall constitute a
representation, warranty and covenant by the Borrower to each of the Lenders
that the actions required pursuant to this Section 12.20 will be, or have been,
taken within the relevant time periods referred to in this Section 12.20 and
that, at such time, all representations and warranties contained in this Credit
Agreement and the other Credit Documents shall then be true and correct in all
material respects without any modification pursuant to this Section 12.20. The
parties hereto acknowledge and agree that the failure to take any of the actions
required above, within the relevant time periods required above, shall give rise
to an immediate Event of Default pursuant to this Agreement.

          12.21 REGISTER. The Borrower hereby designates the Administrative
Agent to serve as its agent, solely for purposes of this Section 12.21, to
maintain a register (the "Register") on which it will record the Commitments
from time to time of each of the Lenders, the Loans made by each of the Lenders
and each repayment in respect of the principal amount of the Loans of each
Lender. Failure to make any such recordation, or any error in such recordation
shall not affect the Borrower's obligations in respect of such Loans. With
respect to any Lender, the transfer of the Commitments of such Lender and the
rights to the principal of, and interest on, any Loan made pursuant to such
Commitments, shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitments and/or Loans and prior to such recordation all amounts owing to
the transferor with respect to such Commitments and/or Loans shall remain owing
to the transferor. The registration of assignment or transfer of all or part of
any Commitments and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
12.04(b). Coincident with the delivery of such an Assignment and Assumption
Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note, if
any, evidencing such Loan, and thereupon, if requested by the respective Lender,
one or more new Notes in the same aggregate principal amount shall be issued to
the assigning or transferor Lender and/or the new Lender. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this Section 12.21.

          12.22 SPECIAL PROVISIONS REGARDING PLEDGES OF EQUITY INTERESTS IN, AND
PROMISSORY NOTES OWED BY, PERSONS ORGANIZED IN NON-QUALIFIED JURISDICTIONS. The
parties hereto acknowledge and agree that the provisions of the various Security
Documents executed and delivered by the Credit Parties require that, among other
things, (i) all promissory notes executed by various Persons owned by the
respective Credit Party and (ii) Equity Interests in various Persons (other than
Excluded Pledge Subsidiaries) directly owned by the respective Credit Party
(such Equity Interests, the "Non-Excluded Equity Interests") be pledged, and
delivered for pledge, pursuant to the Security Documents. The parties hereto
further acknowledge and agree that each Credit Party shall be required to take
all actions under the laws of the jurisdiction in which such Credit Party is
organized as may be reasonably required to create and perfect all security
interests granted pursuant to the various Security Documents and


                                     -141-
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to take all actions under the laws of each Qualified Jurisdiction as may be
reasonably required to perfect the security interests in the promissory notes
issued by, and the Equity Interests of, any Person organized under the laws of a
Qualified Jurisdiction. Except as provided in the immediately preceding
sentence, to the extent any Security Document requires or provides for the
pledge of promissory notes issued by, or Equity Interests in, any Person
organized under the laws of a Non-Qualified Jurisdiction, it is acknowledged
that, as of the Initial Borrowing Date, no actions have been required to be
taken to perfect, under local law of the jurisdiction of the Person who issued
the respective promissory notes or whose Equity Interests are pledged under the
Security Documents. The Borrower hereby agrees that (i) following any request by
the Administrative Agent or Required Lenders to do so, the Borrower shall, and
shall cause its Subsidiaries to, take such actions (including, without
limitation, the execution of Additional Security Documents, the making of any
filings and the delivery of appropriate legal opinions) under the local law of
any Non-Qualified Jurisdiction as are reasonably determined by the
Administrative Agent or Required Lenders to be necessary or desirable in order
to fully perfect, preserve or protect (under the laws of such jurisdiction) the
security interests of the Collateral Agent in the promissory notes of any Person
organized in such Non-Qualified Jurisdiction and granted pursuant to the various
Security Documents and (ii) at any time any Equity Interests are required to be
pledged pursuant to Section 7.17, the Borrower shall, and shall cause its
respective Subsidiary to, take such actions (including, without limitation, the
execution of Additional Security Documents, the making of any filings and the
delivery of appropriate legal opinions) under the local law of the jurisdiction
of the Subsidiary whose Equity Interests are to be pledged as are reasonably
determined by the Administrative Agent or Required Lenders to be necessary or
desirable in order to fully perfect, preserve or protect (under the laws of such
jurisdiction) the security interests of the Collateral Agent in such Equity
Interests. All actions requested or required to be taken pursuant to this
Section 12.22 shall be taken in accordance with the provisions of Section 7.11
and within the time periods set forth therein (or, in the case of Equity
Interests to be pledged hereunder, Section 7.17). All conditions and
representations contained in this Agreement and the other Credit Documents shall
be deemed modified to the extent necessary to effect the foregoing and so that
same are not violated by reason of the failure to take actions under local law
(but only with respect to promissory notes issued by, and Equity Interests in,
Persons organized under laws of Non-Qualified Jurisdictions) not required to be
taken in accordance with the provisions of this Section 12.22, provided that to
the extent any representation or warranty would not be true because the
foregoing actions were not taken, the respective representation of warranties
shall be required to be true and correct in all material respects at such time
as the respective action is required to be taken in accordance with the
foregoing provisions of this Section 12.22 or pursuant to Section 7.11.

          SECTION 13. HOLDINGS GUARANTY.

          13.01 THE GUARANTY. In order to induce the Lenders to enter into this
Agreement and to extend credit hereunder and to induce the Lenders or any of
their respective Affiliates to enter into Interest Rate Protection Agreements or
Other Hedging Agreements, and in recognition of the direct benefits to be
received by Holdings from the proceeds of the Loans and the issuance of the
Letters of Credit and the entering into of Interest Rate Protection Agreements
or Other Hedging Agreements, Holdings hereby agrees with the Guaranteed
Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees
as primary obligor and not merely as surety the full and prompt payment when
due, whether upon maturity, acceleration or


                                     -142-
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otherwise, of any and all of the Guaranteed Obligations to the Guaranteed
Creditors. If any or all of the Guaranteed Obligations to the Guaranteed
Creditors becomes due and payable hereunder, Holdings unconditionally promises
to pay such indebtedness to the Guaranteed Creditors, or order, on demand,
together with any and all expenses which may be incurred by the Guaranteed
Creditors in collecting any of the Guaranteed Obligations. This Holdings
Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty
is a continuing one and all obligations to which it applies or may apply under
the terms hereof shall be conclusively presumed to have been created in reliance
hereon. If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including the Borrower), then and in such event Holdings
agrees that any such judgment, decree, order, settlement or compromise shall be
binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty
or any other instrument evidencing any liability of the Borrower or any other
Guaranteed Party, and Holdings shall be and remain liable to the aforesaid
payees hereunder for the amount so repaid or recovered to the same extent as if
such amount had never originally been received by any such payee.

          13.02 BANKRUPTCY. Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed Obligations
to the Guaranteed Creditors whether or not due or payable by the Borrower or any
other Guaranteed Party upon the occurrence of any of the events specified in
Section 9.05, and unconditionally promises to pay such indebtedness to the
Guaranteed Creditors, or order, on demand, in the applicable Approved Currency.

          13.03 NATURE OF LIABILITY. The liability of Holdings hereunder is
exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations whether executed by Holdings, any other guarantor or by
any other party, and the liability of Holdings hereunder is not affected or
impaired by (a) any direction as to application of payment by the Borrower, any
other Guaranteed Party or 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 Guaranteed Obligations, or (c) any payment on or in reduction of any
such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by the Borrower or any other
Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the
Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower
or any other Guaranteed Party pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
Holdings waives any right to the deferral or modification of its obligations
hereunder by reason of any such proceeding, or (f) any action or inaction of the
type described in Section 13.05, or (g) the lack of validity or enforceability
of any Credit Document or any other instrument relating there.

          13.04 INDEPENDENT OBLIGATION. The obligations of Holdings hereunder
are independent of the obligations of the Borrower, any other Guaranteed Party,
any other guarantor or any other person, and a separate action or actions may be
brought and prosecuted against Holdings whether or not action is brought against
the Borrower, any other Guaranteed Party, any


                                     -143-
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other guarantor or any other person and whether or not the Borrower, any other
Guaranteed Party, any other guarantor or any other person be joined in any such
action or actions. Holdings waives, to the full extent permitted by law, the
benefit of any statute of limitations affecting its liability hereunder or the
enforcement thereof. Any payment by the Borrower or any other Guaranteed Party
or other circumstance which operates to toll any statute of limitations as to
the Borrower or such other Guaranteed Party shall operate to toll the statute of
limitations as to Holdings. No invalidity, irregularity or unenforceability of
all or any part of the Guaranteed Obligations or of any security therefor shall
affect, impair or be a defense to this Holdings Guaranty, and this Holdings
Guaranty shall be primary, absolute and unconditional notwithstanding the
occurrence of any event or the existence of any other circumstances which might
constitute a legal or equitable discharge of a surety or guarantor except
payment in full of the Guaranteed Obligations.

          13.05 AUTHORIZATION. Holdings authorizes the Guaranteed Creditors
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) change the manner, place or terms of payment of, and/or change or
     extend the time of payment of, renew, increase, accelerate or alter, any of
     the Guaranteed Obligations (including any increase or decrease in the rate
     of interest thereon), any security therefor, or any liability incurred
     directly or indirectly in respect thereof, and this Holdings Guaranty shall
     apply to the Guaranteed Obligations as so changed, extended, renewed or
     altered;

          (b) take and hold security for the payment of the Guaranteed
     Obligations and sell, exchange, release, surrender, realize upon or
     otherwise deal with in any manner and in any order any property by
     whomsoever at any time pledged or mortgaged to secure, or howsoever
     securing, the Guaranteed Obligations or any liabilities (including any of
     those hereunder) incurred directly or indirectly in respect thereof or
     hereof, and/or any offset thereagainst;

          (c) exercise or refrain from exercising any rights against the
     Borrower, any other Guaranteed Party or others or otherwise act or refrain
     from acting;

          (d) release or substitute any one or more endorsers, guarantors, the
     Borrower, any other Guaranteed Party or other obligors;

          (e) settle or compromise any of the Guaranteed Obligations, any
     security therefor or any liability (including any of those hereunder)
     incurred directly or indirectly in respect thereof or hereof, and may
     subordinate the payment of all or any part thereof to the payment of any
     liability (whether due or not) of the Borrower or any other Guaranteed
     Party to their respective creditors other than the Guaranteed Creditors;

          (f) apply any sums by whomsoever paid or howsoever realized to any
     liability or liabilities of the Borrower or any other Guaranteed Party to
     the Guaranteed Creditors regardless of what liability or liabilities of
     Holdings, the Borrower or such other Guaranteed Party remain unpaid;


                                     -144-
<Page>

          (g) consent to or waive any breach of, or any act, omission or default
     under, this Agreement, any other Credit Document, any Interest Rate
     Protection Agreement or Other Hedging Agreement or any of the instruments
     or agreements referred to herein or therein, or otherwise amend, modify or
     supplement this Agreement, any other Credit Document, any Interest Rate
     Protection Agreement or Other Hedging Agreement or any of such other
     instruments or agreements; and/or

          (h) take any other action which would, under otherwise applicable
     principles of common law, give rise to a legal or equitable discharge of
     Holdings from its liabilities under this Holdings Guaranty.

          13.06 RELIANCE. It is not necessary for any Guaranteed Creditor to
inquire into the capacity or powers of the Borrower or any other Guaranteed
Party or the officers, directors, partners or agents acting or purporting to act
on its behalf, and any Guaranteed Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.

          13.07 SUBORDINATION. Any of the indebtedness of the Borrower or any
other Guaranteed Party now or hereafter owing to Holdings is hereby subordinated
to the Guaranteed Obligations of the Borrower or such other Guaranteed Party
owing to the Guaranteed Creditors; and if the Administrative Agent so requests
at a time when an Event of Default exists, all such indebtedness of the Borrower
or such other Guaranteed Party to Holdings shall be collected, enforced and
received by Holdings for the benefit of the Guaranteed Creditors and be paid
over to the Administrative Agent on behalf of the Guaranteed Creditors on
account of the Guaranteed Obligations of the Borrower or such other Guaranteed
Party to the Guaranteed Creditors, but without affecting or impairing in any
manner the liability of Holdings under the other provisions of this Holdings
Guaranty. Prior to the transfer by Holdings of any note or negotiable instrument
evidencing any of the indebtedness of the Borrower or any other Guaranteed Party
to Holdings, Holdings shall mark such note or negotiable instrument with a
legend that the same is subject to this subordination. Without limiting the
generality of the foregoing, Holdings hereby agrees with the Guaranteed
Creditors that it will not exercise any right of subrogation which it may at any
time otherwise have as a result of this Holdings Guaranty (whether contractual,
under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed
Obligations have been irrevocably paid in full in cash.

          13.08 WAIVER. (a) Holdings waives any right (except as shall be
required by applicable statute and cannot be waived) to require any Guaranteed
Creditor to (i) proceed against the Borrower, any other Guaranteed Party, any
other guarantor or any other person, (ii) proceed against or exhaust any
security held from the Borrower, any other Guaranteed Party, any other guarantor
or any other person or (iii) pursue any other remedy in any Guaranteed
Creditor's power whatsoever. Holdings waives any defense based on or arising out
of any defense of the Borrower, any other Guaranteed Party, any other guarantor
or any other person, other than payment in full in cash of the Guaranteed
Obligations, based on or arising out of the disability of the Borrower, any
other Guaranteed Party, any other guarantor or any other person, or the
validity, legality or unenforceability of the Guaranteed Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of the
Borrower or any other Guaranteed Party other than payment in full in cash of the
Guaranteed Obligations. The Guaranteed Creditors may, at their election,
foreclose on any security held by the Administrative


                                     -145-
<Page>


Agent, the Collateral Agent or any other Guaranteed Creditor by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable (to the extent such sale is permitted by applicable
law), or exercise any other right or remedy the Guaranteed Creditors may have
against the Borrower, any other Guaranteed Party, any other guarantor or any
other person, or any security, without affecting or impairing in any way the
liability of Holdings hereunder except to the extent the Guaranteed Obligations
have been paid in full in cash. Holdings waives any defense arising out of any
such election by the Guaranteed Creditors, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of Holdings against the Borrower, any other Guaranteed Party or any other
person or any security.

          (b) Holdings waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Holdings
Guaranty, and notices of the existence, creation or incurring of new or
additional Guaranteed Obligations. Holdings assumes all responsibility for being
and keeping itself informed of the Borrower's and each other Guaranteed Party's
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations and the nature, scope and
extent of the risks which Holdings assumes and incurs hereunder, and agrees that
the Guaranteed Creditors shall have no duty to advise Holdings of information
known to them regarding such circumstances or risks.

          (c) Holdings hereby acknowledges and affirms that it understands that
to the extent the Guaranteed Obligations are secured by real property located in
the State of California, Holdings shall be liable for the full amount of its
liability hereunder notwithstanding foreclosure on such real property by trustee
sale or any other reason impairing Holdings' or any secured creditor's right to
proceed against the Borrower, any other Guaranteed Party or any other guarantor
of the Guaranteed Obligations.

          (d) In accordance with Section 2856 of the California Civil Code,
Holdings hereby waives:

          (i) all rights of subrogation, reimbursement, indemnification, and
     contribution and any other rights and defenses that are or may become
     available to Holdings by reason of Sections 2787 to 2855, inclusive, 2899
     and 3433 of the California Civil Code;

          (ii) all rights and defenses that Holdings may have because the
     Guaranteed Obligations are secured by Real Property located in California.
     This means, among other things: (A) the Guaranteed Creditors may collect
     from Holdings without first foreclosing on any real or personal property
     collateral pledged by the Borrower or any other Credit Party; and (B) if
     the Guaranteed Creditors foreclose on any Real Property collateral pledged
     by the Borrower or any other Credit Party, (1) the amount of the Guaranteed
     Obligations may be reduced only by the price for which that collateral is
     sold at the foreclosure sale, even if the collateral is worth more than the
     sale price, and (2) the Guaranteed Creditors may collect from Holdings even
     if the Guaranteed Creditors, by foreclosing on the Real Property
     collateral, have destroyed any right Holdings may have to collect from the
     Borrower or any other Guaranteed Party. This is an unconditional and
     irrevocable waiver of any rights and defenses Holdings may have because the
     Guaranteed


                                     -146-
<Page>


     Obligations are secured by Real Property located in California. These
     rights and defenses include, but are not limited to, any rights or defenses
     based upon Section 580a, 580b, 580d or 726 of the California Code of Civil
     Procedure; and

          (iii) all rights and defenses arising out of an election of remedies
     by the Guaranteed Creditors, even though that election of remedies, such as
     a nonjudicial foreclosure with respect to security for the Guaranteed
     Obligations, has destroyed Holdings' rights of subrogation and
     reimbursement against the Borrower or any other Guaranteed Party by the
     operation of Section 580d of the California Code of Civil Procedure or
     otherwise.

          (e) Holdings warrants and agrees that each of the waivers set forth
above is made with full knowledge of its significance and consequences and that
if any of such waivers are determined to be contrary to any applicable law or
public policy, such waivers shall be effective only to the maximum extent
permitted by law.

          (f) Until such time as the Guaranteed Obligations (other than
indemnification obligations which are not then due and owing) have been paid in
full in cash, Holdings hereby waives all rights of subrogation which it may at
any time otherwise have as a result of this Holdings Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) to the
claims of the Guaranteed Creditors against the Borrower, any other Guaranteed
Party or any other guarantor of the Guaranteed Obligations and all contractual,
statutory or common law rights of reimbursement, contribution or indemnity from
the Borrower, any other Guaranteed Party or any other guarantor which it may at
any time otherwise have as a result of this Holdings Guaranty.

          13.09 NATURE OF LIABILITY. It is the desire and intent of Holdings and
the Guaranteed Creditors that this Holdings Guaranty shall be enforced against
Holdings to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however, and to
the extent that, the obligations of Holdings under this Holdings Guaranty 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 amount of the Guaranteed
Obligations of Holdings shall be deemed to be reduced and Holdings shall pay the
maximum amount of the Guaranteed Obligations which would be permissible under
applicable law.

          13.10 PAYMENT. All payments made by Holdings pursuant to this Section
13 shall be made in the applicable Approved Currency in which the Guaranteed
Obligations are then due and payable. All payments made by Holdings pursuant to
this Section 13 will be made without setoff, counterclaim or other defense, and
shall be subject to the provisions of Sections 4.03, 4.04 and 12.17.


                                      * * *



                                     -147-
<Page>




          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.


                                       DADE BEHRING HOLDINGS, INC., as a
                                         Guarantor


                                       By: /s/ Louise S. Pearson
                                           ------------------------------------
                                           Title: Secretary

                                       DADE BEHRING INC., as the Borrower


                                       By: /s/ [Illegible]
                                           ------------------------------------
                                           Title: Vice President

<Page>




                                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                                          Individually and as
                                          Administrative Agent


                                       By: /s/ [Illegible]
                                           ------------------------------------
                                           Title: Director

                                       By: /s/ Gina Thompson
                                           ------------------------------------
                                           Title: Gina Thompson
                                                  Director

<Page>

                                 LIST OF LENDERS

<Table>
<Caption>

                                                    A-1 Term Loan               A-2 Term Loan                 Revolving
                  Lender                              Commitment                 Commitment                Loan Commitment
                  ------                            --------------              -------------              ---------------
<S>                                                 <C>                        <C>                          <C>
Deutsche Bank AG, New York Branch                    $300,000,000               $150,000,000                 $125,000,000

          Total:                                     $300,000,000               $150,000,000                 $125,000,000

</Table>



<Page>



                                                                        ANNEX II


                                LENDER ADDRESSES

<Table>
<Caption>

Lender                                                 Address
------                                                 -------
<S>                                                    <C>
Deutsche Bank AG, New York Branch                      90 Hudson Street
                                                       Jersey City, NJ  07302
                                                       Attention:  Jagdesh Tarachand
                                                       Telephone No.:  201-593-2176
                                                       Facsimile No.:  201-593-2310
</Table>




<Page>


                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
SECTION 1.  Amount and Terms of Credit......................................1

     1.01   Commitments.....................................................1
     1.02   Minimum Borrowing Amounts, etc..................................4
     1.03   Notice of Borrowing.............................................4
     1.04   Disbursement of Funds...........................................5
     1.05   Notes...........................................................6
     1.06   Conversions.....................................................8
     1.07   Pro Rata Borrowings.............................................9
     1.08   Interest........................................................9
     1.09   Interest Periods...............................................10
     1.10   Increased Costs, Illegality, etc...............................12
     1.11   Compensation...................................................15
     1.12   Lending Offices; Changes Thereto...............................15
     1.13   Replacement of Lenders.........................................16

SECTION 2.  Letters of Credit..............................................17

     2.01   Letters of Credit..............................................17
     2.02   Letter of Credit Requests; Notices of Issuance.................19
     2.03   Agreement to Repay Letter of Credit Drawings...................19
     2.04   Letter of Credit Participations................................20
     2.05   Increased Costs................................................22

SECTION 3.  Fees; Commitments..............................................23

     3.01   Fees...........................................................23
     3.02   Voluntary Termination or Reduction of Total
            Unutilized Revolving Loan Commitment...........................24
     3.03   Mandatory Adjustments of Commitments, etc......................25

SECTION 4.  Payments.......................................................26

     4.01   Voluntary Prepayments..........................................26
     4.02   Mandatory Prepayments..........................................27
     4.03   Method and Place of Payment....................................33
     4.04   Net Payments...................................................33

SECTION 5A. Conditions Precedent...........................................35

     5A.01  Execution of Agreement; Notes..................................35
     5A.02  No Default; Representations and Warranties.....................35
     5A.03  Officer's Certificate..........................................35
     5A.04  Notice of Borrowing; Letter of Credit Request..................35


                                      -i-
<Page>


     5A.05  Company Proceedings............................................35
     5A.06  Adverse Change, etc............................................36
     5A.07  Litigation.....................................................36
     5A.08  Approvals......................................................36
     5A.09  Consummation of the Transaction................................37
     5A.10  Certain Security Documents.....................................39
     5A.11  Subsidiary Guaranty............................................40
     5A.12  Opinions of Counsel............................................40
     5A.13  Mortgages; Title Insurance; Surveys, etc.......................41
     5A.14  Plans; Collective Bargaining Agreements; Existing Indebtedness
            Agreements; Shareholders' Agreements; Management Agreements;
            Employment Agreements; Non-Compete Agreements; Tax Allocation
            Agreements; Material Contracts.................................42
     5A.15  Solvency Opinion; Insurance Analyses;
            Environmental Assessments......................................43
     5A.16  Pro Forma Balance Sheets.......................................43
     5A.17  Projections....................................................43
     5A.18  Payment of Fees................................................44

SECTION 5B. Special Conditions Precedent to Incurrence of Revolving Loans
            and Swingline Loans............................................44

     5B.01  Limitation on Cash on Hand.....................................44
     5B.02  Regulation U...................................................44

SECTION 6.  Representations, Warranties and Agreements.....................44

     6.01   Company Status.................................................45
     6.02   Company Power and Authority....................................45
     6.03   No Violation...................................................45
     6.04   Litigation.....................................................45
     6.05   Use of Proceeds; Margin Regulations............................46
     6.06   Governmental Approvals.........................................46
     6.07   Investment Company Act.........................................46
     6.08   Public Utility Holding Company Act.............................46
     6.09   True and Complete Disclosure...................................46
     6.10   Financial Condition; Financial Statements......................47
     6.11   Security Interests.............................................48
     6.12   Representations and Warranties in Other Documents..............48
     6.13   Transaction....................................................48
     6.14   Special Purpose Corporation....................................49
     6.15   Compliance with ERISA..........................................49
     6.16   Capitalization.................................................50
     6.17   Subsidiaries...................................................51
     6.18   Intellectual Property..........................................51
     6.19   Compliance with Statutes, etc..................................51
     6.20   Environmental Matters..........................................51
     6.21   Properties.....................................................52
     6.22   Labor Relations................................................52


                                      -ii-
<Page>


     6.23   Tax Returns and Payments.......................................52
     6.24   Existing Indebtedness..........................................53
     6.25   Subordination..................................................53
     6.26   Legal Names; Type of Organization (and Whether a Registered
            Organization); Jurisdiction of Organization; etc...............53

SECTION 7.  Affirmative Covenants..........................................54

     7.01   Information Covenants..........................................54
     7.02   Books, Records and Inspections.................................57
     7.03   Insurance......................................................57
     7.04   Payment of Taxes...............................................57
     7.05   Company Franchises.............................................57
     7.06   Compliance with Statutes, etc..................................58
     7.07   Compliance with Environmental Laws.............................58
     7.08   ERISA..........................................................58
     7.09   Good Repair....................................................60
     7.10   End of Fiscal Years; Fiscal Quarters...........................60
     7.11   Additional Security; Further Assurances........................60
     7.12   Interest Rate Protection.......................................61
     7.13   Maintenance of Company Separateness............................61
     7.14   Permitted Holdings PIK Securities..............................61
     7.15   Foreign Subsidiaries Security..................................61
     7.16   Contributions; Payments........................................63
     7.17   Excluded Pledge Subsidiaries...................................63
     7.18   Margin Regulations.............................................63

SECTION 8.  Negative Covenants.............................................63

     8.01   Changes in Business............................................64
     8.02   Consolidation, Merger, Sale or Purchase of Assets, etc.........64
     8.03   Liens..........................................................70
     8.04   Indebtedness...................................................72
     8.05   Designated Senior Debt.........................................75
     8.06   Advances, Investments and Loans................................75
     8.07   Dividends, etc.................................................78
     8.08   Transactions with Affiliates...................................79
     8.09   Capital Expenditures...........................................79
     8.10   Consolidated Interest Coverage Ratio...........................81
     8.11   Leverage Ratio.................................................82
     8.12   Minimum Consolidated EBITDA....................................83
     8.13   Limitation on Voluntary Payments and Modifications of
            Indebtedness; Modifications of Certificate of Incorporation,
            By-Laws and Certain Other Agreements; Issuance of Capital
            Stock; etc.....................................................84
     8.14   Limitation on Certain Restrictions on Subsidiaries.............85
     8.15   Limitation on the Creation of Subsidiaries.....................85

SECTION 9.  Events of Default..............................................86


                                       -iii-

<Page>

     9.01   Payments........................................................86
     9.02   Representations, etc............................................86
     9.03   Covenants.......................................................86
     9.04   Default Under Other Agreements..................................86
     9.05   Bankruptcy, etc.................................................87
     9.06   ERISA...........................................................87
     9.07   Security Documents..............................................88
     9.08   Guaranties......................................................88
     9.09   Judgments.......................................................88
     9.10   Ownership.......................................................88

SECTION 10. Definitions.....................................................89

SECTION 11. The Agents.....................................................121

     11.01  Appointment....................................................121
     11.02  Delegation of Duties...........................................122
     11.03  Exculpatory Provisions.........................................122
     11.04  Reliance by Agents.............................................122
     11.05  Notice of Default..............................................123
     11.06  Non-Reliance on Agents and Other Lenders.......................123
     11.07  Indemnification................................................123
     11.08  Agents in their Individual Capacities..........................124
     11.09  Holders........................................................124
     11.10  Resignation of an Agent; Successor Agents......................124
     11.11  Other Agents...................................................125
     11.12  Collateral Matters.............................................125
     11.13  Delivery of Information........................................127

SECTION 12. Miscellaneous..................................................127

     12.01  Payment of Expenses, etc.......................................127
     12.02  Right of Setoff; Collateral Matters............................128
     12.03  Notices........................................................129
     12.04  Benefit of Agreement...........................................129
     12.05  No Waiver; Remedies Cumulative.................................132
     12.06  Payments Pro Rata..............................................132
     12.07  Calculations; Computations.....................................133
     12.08  Governing Law; Submission to Jurisdiction; Venue...............134
     12.09  Counterparts...................................................135
     12.10  Effectiveness..................................................135
     12.11  Headings Descriptive...........................................135
     12.12  Amendment or Waiver; etc.......................................135
     12.13  Survival.......................................................137
     12.14  Domicile of Loans and Commitments..............................137
     12.15  Confidentiality................................................137
     12.16  Waiver of Jury Trial...........................................138
     12.17  Judgment Currency..............................................138


                                       -iv-

<Page>


     12.18  Special Provisions Relating to Currencies Other Than Dollars...139
     12.19  Limitation on Additional Amounts, etc..........................139
     12.20  Post-Closing Actions...........................................140
     12.21  Register.......................................................141
     12.22  Special Provisions Regarding Pledges of Equity Interests in,
            and Promissory Notes Owed by, Persons Organized in
            Non-Qualified Jurisdictions....................................141

SECTION 13. Holdings Guaranty..............................................142

     13.01  The Guaranty...................................................142
     13.02  Bankruptcy.....................................................143
     13.03  Nature of Liability............................................143
     13.04  Independent Obligation.........................................143
     13.05  Authorization..................................................144
     13.06  Reliance.......................................................145
     13.07  Subordination..................................................145
     13.08  Waiver.........................................................145
     13.09  Nature of Liability............................................147
     13.10  Payment........................................................147
</Table>

ANNEX I           List of Lenders
ANNEX II          Lender Addresses
ANNEX III         Real Properties
ANNEX IV          Projections
ANNEX V           Subsidiaries
ANNEX VI          Insurance
ANNEX VII         Existing Indebtedness
ANNEX VIII        Existing Liens
ANNEX IX          Taxes
ANNEX X           Holdings Equity Interests
ANNEX XI          Existing Investments
ANNEX XII         Existing Letters of Credit
ANNEX XIII        Excluded Pledge Subsidiaries
ANNEX XIV         Intentionally Omitted
ANNEX XV          Legal Names, etc.
ANNEX XVI         Plans
ANNEX XVII        Foreign Sales Offices

EXHIBIT A-1      --       Form of Notice of Borrowing
EXHIBIT A-2      --       Form of Letter of Credit Request
EXHIBIT B-1      --       Form of A-1 Term Note
EXHIBIT B-2      --       Form of A-2 Term Note
EXHIBIT B-3      --       Form of Revolving Note
EXHIBIT B-4      --       Form of Swingline Note


                                       -v-


<Page>


EXHIBIT C        --       Form of Section 4.04(b)(ii) Certificate
EXHIBIT D        --       Form of Officers' Certificate
EXHIBIT E        --       Form of U.S. Pledge Agreement
EXHIBIT F        --       Form of Security Agreement
EXHIBIT G        --       Form of Subsidiary Guaranty
EXHIBIT H        --       Form of Opinion of Kirkland & Ellis
EXHIBIT I        --       Form of Solvency Opinion
EXHIBIT J        --       Form of Subordination Provisions
EXHIBIT K        --       Form of Assignment and Assumption Agreement
EXHIBIT L        --       Form of Intercompany Note
EXHIBIT M        --       Form of Shareholder Subordinated Note







                                       -vi-