<PAGE>

                                                                  EXECUTION COPY

Exhibit 10.71

                                CREDIT AGREEMENT

                                   dated as of

                                 August 7, 2003,

                                      among

                           EAGLEPICHER HOLDINGS, INC.,

                            EAGLEPICHER INCORPORATED,

                            The Lenders Party Hereto

                                       and

                         HARRIS TRUST AND SAVINGS BANK,
                             as Administrative Agent

                              ABN AMRO INCORPORATED
                             and UBS SECURITIES LLC,
                 as Joint Bookrunners, Joint Lead Arrangers and
                              Co-Syndication Agents

                                  BANK ONE, NA
                       and PNC BANK, NATIONAL ASSOCIATION,
                           as Co-Documentation Agents

                             GE CAPITAL CORPORATION,
                               as Collateral Agent

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                                                                               2

                                TABLE OF CONTENTS

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<S>                                                                                  <C>
                                    ARTICLE I

                                   Definitions

SECTION 1.01.     Defined Terms.................................................       1
SECTION 1.02.     Classification of Loans and Borrowings........................      25
SECTION 1.03.     Terms Generally...............................................      25
SECTION 1.04.     Accounting Terms; GAAP........................................      26

                                   ARTICLE II

                                   The Credits

SECTION 2.01.     Commitments...................................................      26
SECTION 2.02.     Loans and Borrowings..........................................      26
SECTION 2.03.     Requests for Borrowings.......................................      27
SECTION 2.04.     Swingline Loans...............................................      28
SECTION 2.05.     Letters of Credit.............................................      29
SECTION 2.06.     Funding of Borrowings.........................................      34
SECTION 2.07.     Interest Elections............................................      34
SECTION 2.08.     Termination and Reduction of Commitments......................      35
SECTION 2.09.     Repayment of Loans; Evidence of Debt..........................      36
SECTION 2.10.     Amortization of Tranche B Term Loans..........................      37
SECTION 2.11.     Prepayment of Loans...........................................      38
SECTION 2.12.     Fees..........................................................      40
SECTION 2.13.     Interest......................................................      41
SECTION 2.14.     Alternate Rate of Interest....................................      42
SECTION 2.15.     Increased Costs...............................................      42
SECTION 2.16.     Break Funding Payments........................................      43
SECTION 2.17.     Taxes.........................................................      44
SECTION 2.18.     Payments Generally; Pro Rata Treatment; Sharing of Set-Offs...      45
SECTION 2.19.     Mitigation Obligations; Replacement of Lenders................      47

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.     Organization; Powers..........................................      48
SECTION 3.02.     Authorization; Enforceability.................................      48
SECTION 3.03.     Governmental Approvals; No Conflicts..........................      48
SECTION 3.04.     Financial Condition; No Material Adverse Change...............      49
SECTION 3.05.     Properties....................................................      49
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                                                                               3

<TABLE>
<S>                                                                                   <C>
SECTION 3.06.     Litigation and Environmental Matters..........................      50
SECTION 3.07.     Compliance with Laws and Agreements...........................      50
SECTION 3.08.     Investment and Holding Company Status.........................      51
SECTION 3.09.     Taxes.........................................................      51
SECTION 3.10.     ERISA.........................................................      51
SECTION 3.11.     Disclosure....................................................      51
SECTION 3.12.     Subsidiaries..................................................      52
SECTION 3.13.     Insurance.....................................................      52
SECTION 3.14.     Labor Matters.................................................      52
SECTION 3.15.     Solvency......................................................      52
SECTION 3.16.     Senior Indebtedness...........................................      52
SECTION 3.17.     Margin Regulations............................................      52

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.     Effective Date................................................      53
SECTION 4.02.     Each Credit Event.............................................      56

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.     Financial Statements and Other Information....................      57
SECTION 5.02.     Notices of Material Events....................................      58
SECTION 5.03.     Information Regarding Collateral..............................      59
SECTION 5.04.     Existence; Conduct of Business................................      59
SECTION 5.05.     Payment of Obligations........................................      60
SECTION 5.06.     Maintenance of Properties.....................................      60
SECTION 5.07.     Insurance.....................................................      60
SECTION 5.08.     Casualty and Condemnation.....................................      60
SECTION 5.09.     Books and Records.............................................      60
SECTION 5.10.     Compliance with Laws..........................................      61
SECTION 5.11.     Use of Proceeds and Letters of Credit.........................      61
SECTION 5.12.     Additional Subsidiaries.......................................      61
SECTION 5.13.     Further Assurances............................................      61
SECTION 5.14.     Interest Rate Protection......................................      62

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.     Indebtedness; Certain Equity Securities.......................      62
SECTION 6.02.     Liens.........................................................      64
SECTION 6.03.     Fundamental Changes...........................................      65
SECTION 6.04.     Investments, Loans, Advances, Guarantees and Acquisitions.....      66
</TABLE>

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                                                                               4

<TABLE>
<S>                                                                                   <C>
SECTION 6.05.     Asset Sales...................................................      68
SECTION 6.06.     Sale and Leaseback Transactions...............................      69
SECTION 6.07.     Swap Agreements...............................................      69
SECTION 6.08.     Restricted Payments; Certain Payments of Indebtedness.........      69
SECTION 6.09.     Transactions with Affiliates..................................      70
SECTION 6.10.     Restrictive Agreements........................................      70
SECTION 6.11.     Amendment of Material Documents...............................      71
SECTION 6.12.     Interest Expense Coverage Ratio...............................      71
SECTION 6.13.     Leverage Ratio................................................      72
SECTION 6.14.     Fixed Charge Coverage Ratio...................................      72
SECTION 6.15.     Capital Expenditures..........................................      72

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.     Notices.......................................................      78
SECTION 9.02.     Waivers; Amendments...........................................      78
SECTION 9.03.     Expenses; Indemnity; Damage Waiver............................      80
SECTION 9.04.     Successors and Assigns........................................      81
SECTION 9.05.     Survival......................................................      85
SECTION 9.06.     Counterparts; Integration; Effectiveness......................      85
SECTION 9.07.     Severability..................................................      85
SECTION 9.08.     Right of Set-Off..............................................      86
SECTION 9.09.     Governing Law; Jurisdiction; Consent to Service of Process....      86
SECTION 9.10.     WAIVER OF JURY TRIAL..........................................      86
SECTION 9.11.     Headings......................................................      87
SECTION 9.12.     Confidentiality...............................................      87
SECTION 9.13.     Interest Rate Limitation......................................      88
</TABLE>

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                                                                               5

SCHEDULES:

Schedule 1.01(a)      --      Inactive Subsidiaries

Schedule 1.01(b)      --      Joint Ventures

Schedule 1.01(c)      --      Initial Mortgaged Properties

Schedule 2.01         --      Commitments

Schedule 2.05         --      Existing Letters of Credit

Schedule 3.05         --      Real Property

Schedule 3.06         --      Disclosed Matters

Schedule 3.12         --      Subsidiaries

Schedule 3.13         --      Insurance

Schedule 6.01         --      Existing Indebtedness

Schedule 6.02         --      Existing Liens

Schedule 6.04         --      Existing Investments

Schedule 6.10         --      Existing Restrictions

EXHIBITS:

Exhibit A       --     Form of Administrative Questionnaire

Exhibit B       --     Form of Assignment and Assumption

Exhibit C       --     Form of Guarantee and Collateral Agreement

Exhibit D       --     Form of Perfection Certificate

Exhibit E-1     --     Form of Opinion of Squire, Sanders & Dempsey L.L.P.

Exhibit E-2     --     Form of Opinion of Local Counsel

<PAGE>

                                    CREDIT AGREEMENT dated as of August 7, 2003,
                           among EAGLEPICHER HOLDINGS, INC., EAGLEPICHER
                           INCORPORATED, the LENDERS party hereto and Harris
                           Trust AND Savings Bank, as Administrative Agent.

                  The parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means Harris Trust and Savings Bank, in
its capacity as administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in the form of Exhibit A or any other form approved by the
Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

                  "Applicable Percentage" means, with respect to any Revolving
Lender, the percentage of the total Revolving Commitments represented by such
Lender's Revolving Commitment. If the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.

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                                                                               2

                  "Applicable Rate" means, for any day (a) with respect to any
Tranche B Term Loan, (i) 2.50% per annum, in the case of an ABR Loan, or (ii)
3.50% per annum, in the case of a Eurodollar Loan, and (b) with respect to any
ABR Loan or Eurodollar Loan that is a Revolving Loan, the applicable rate per
annum set forth below under the caption "ABR Spread" or "Eurodollar Spread", as
the case may be, based upon the Leverage Ratio as of the most recent
determination date; provided that until the delivery to the Administrative
Agent, pursuant to Section 5.01(a), of the Borrower's consolidated financial
statements for the fiscal period of the Borrower ending on November 30, 2003,
the "Applicable Rate" for purposes of clause (b) shall be the applicable rate
per annum set forth below in Category 3:

<TABLE>
<CAPTION>
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   Leverage Ratio                  ABR Spread           Eurodollar Spread
-------------------------------------------------------------------------
<S>                                <C>                  <C>
     Category 1                      2.00%                    3.00%

< or = 2.75 to 1.00
-------------------------------------------------------------------------
   Category 2                        2.25%                    3.25%

  >2.75 to 1.00
       and
< or = 3.25 to 1.00
-------------------------------------------------------------------------
    Category 3                       2.50%                    3.50%

  >3.25 to 1.00
-------------------------------------------------------------------------
</TABLE>

                  For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 3(A) at any time that
an Event of Default has occurred and is continuing or (B) at the option of the
Administrative Agent or at the request of the Required Lenders if the Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.01(a) or (b), during the period from the expiration
of the time for delivery thereof until such consolidated financial statements
are delivered.

                  "Approved Fund" has the meaning assigned to such term in
Section 9.04.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in Dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such

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                                                                               3

annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit B or any other form approved by the Administrative Agent.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Board"  means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Bond Refinancing" means, on or prior to the Effective Date,
to the extent consummated, (a) the execution, delivery and performance by each
Loan Party of the Senior Debt Documents, if any, to which it is to be a party,
(b) the issuance of the Senior Debt and (c) the use of the proceeds thereof to
repurchase not less than a majority of the outstanding principal amount of the
Subordinated Debt in accordance with the Debt Tender Offer Materials.

                  "Borrower" means EaglePicher Incorporated, an Ohio
corporation, formerly known as Eagle-Picher Industries, Inc.

                  "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Swingline Loan.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City and Chicago, Illinois, are
authorized or required by law to remain closed; provided that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

                  "BV Loans" means loans made by Eagle-Picher Industries Europe,
B.V. ("BV"), to the Borrower in an aggregate principal amount not to exceed the
sum of $14,500,000 plus the aggregate amount of cash flows from the operations
of BV for each fiscal year of BV, commencing with the fiscal year in which the
Effective Date occurs, provided that such loans shall (a) mature no earlier than
the date that is 180 days after the Tranche B Maturity Date and (b) be expressly
subordinated to the Obligations on terms reasonably satisfactory to the
Administrative Agent.

                  "Capital Expenditures" means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and the Subsidiaries, on a consolidated basis, that are (or would be)
set forth in a consolidated

<PAGE>

                                                                               4

statement of cash flows of the Borrower for such period prepared in accordance
with GAAP (including expenditures for maintenance and repairs which should be
capitalized in accordance with GAAP) and (b) Capital Lease Obligations incurred
by the Borrower and the Subsidiaries, on a consolidated basis, during such
period; provided that Capital Expenditures shall not include (i) expenditures of
proceeds of insurance settlements, condemnation awards and other settlements in
respect of lost, destroyed, damaged or condemned assets, equipment or other
property to the extent such expenditures are made to replace or repair such
lost, destroyed, damaged or condemned assets, equipment or other property or
otherwise to acquire, maintain, develop, construct, improve or repair assets or
properties useful in the business of the Borrower or (ii) any application of Net
Proceeds pursuant to Section 2.11(c).

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

                  "Certificate of Designations" means the Certificate of
Designation, Preferences and Rights relating to the Existing Preferred Stock, as
filed with the Secretary of State of Delaware on February 23, 1998, as the same
shall be amended from time to time in accordance with Section 6.11.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person other than
Holdings of any Equity Interests in the Borrower, (b) prior to an IPO, the
failure by Granaria to beneficially own (as defined in the Exchange Act),
directly or indirectly, Equity Interests in Holdings representing at least 51%
of each of the aggregate ordinary voting power and aggregate value represented
by the issued and outstanding Equity Interests in Holdings, (c) after an IPO,
the failure by Granaria to beneficially own (as defined in the Exchange Act),
directly or indirectly, Equity Interests in Holdings representing at least 35%
of each of the aggregate ordinary voting power and the aggregate equity value
represented by the issued and outstanding Equity Interests in Holdings, (d)
after an IPO, the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or group (within the meaning of the Exchange Act),
other than Granaria, of Equity Interests representing more than 25% of either
the aggregate ordinary voting power or the aggregate equity value represented by
the issued and outstanding Equity Interests in Holdings, (e) the occupation of a
majority of the seats (other than vacant seats) on the board of directors of
Holdings by Persons who were neither nominated nor appointed by a majority of
the board of directors of Holdings nor elected by Granaria, (f) the failure by
Granaria to retain the right to vote, or direct the voting of, directly or
indirectly, more than 75% of the issued and outstanding Existing Preferred Stock
(but only to the extent that, at the time of such event, at least $5,000,000
remains outstanding thereunder) or (g) the occurrence of any change of control
or similar event, however denominated, as defined in (i) the Senior Debt
Documents, if any, (ii) the Subordinated Debt Documents (but only to the extent
that, at the time of such event, Subordinated Debt in an aggregate

<PAGE>

                                                                               5

principal amount not greater than $5,000,000 remains outstanding), (iii) the
Certificate of Designations or the certificate of designations related to any
Refinancing Preferred Stock (but only to the extent that, at the time of such
event, at least $5,000,000 remains outstanding thereunder), (iv) the Permitted
Receivables Documents or (v) the Industrial Revenue Bonds.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Tranche B Term Loans or Swingline Loans and, when used in
reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment or Tranche B Commitment.

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

                  "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

                  "Collateral Agreement" means the Guarantee and Collateral
Agreement among Holdings, the Borrower, the Subsidiary Loan Parties and the
Administrative Agent, substantially in the form of Exhibit C.

                  "Collateral and Guarantee Requirement" means the requirement
that:

                  (a) the Administrative Agent shall have received from each
         Loan Party either (i) a counterpart of the Collateral Agreement duly
         executed and delivered on behalf of such Loan Party or (ii) in the case
         of any Person that becomes a Loan Party after the Effective Date, a
         supplement to the Collateral Agreement, in the form specified therein,
         duly executed and delivered on behalf of such Loan Party;

                  (b) all outstanding Equity Interests of the Borrower and each
         Subsidiary owned by or on behalf of any Loan Party shall have been
         pledged pursuant to the Collateral Agreement (except that the Loan
         Parties shall not be required to pledge more than 65% of the
         outstanding voting Equity Interests of any Foreign Subsidiary that is
         not a Loan Party) and the Administrative Agent shall have received
         certificates or other instruments representing all such Equity
         Interests, together with stock powers or other instruments of transfer
         with respect thereto endorsed in blank;

<PAGE>

                                                                               6

                  (c) all Indebtedness of Holdings, the Borrower and each
         Subsidiary that is owing to any Loan Party shall be evidenced by a
         promissory note and shall have been pledged pursuant to the Collateral
         Agreement and the Administrative Agent shall have received all such
         promissory notes, together with instruments of transfer with respect
         thereto endorsed in blank;

                  (d) all documents and instruments, including Uniform
         Commercial Code financing statements, required by law or reasonably
         requested by the Administrative Agent to be filed, registered or
         recorded to create the Liens intended to be created by the Collateral
         Agreement and perfect such Liens to the extent required by, and with
         the priority required by, the Collateral Agreement, shall have been
         filed, registered or recorded or delivered to the Administrative Agent
         for filing, registration or recording;

                  (e) the Administrative Agent shall have received (i)
         counterparts of a Mortgage with respect to each Mortgaged Property duly
         executed and delivered by the record owner of such Mortgaged Property,
         (ii) a policy or policies of title insurance issued by a nationally
         recognized title insurance company insuring the Lien of each such
         Mortgage as a valid first Lien on the Mortgaged Property described
         therein, free of any other Liens except as expressly permitted by
         Section 6.02, together with such endorsements, coinsurance and
         reinsurance as the Administrative Agent or the Required Lenders may
         reasonably request, and (iii) such surveys, abstracts, appraisals,
         legal opinions and other documents as the Administrative Agent or the
         Required Lenders may reasonably request with respect to any such
         Mortgage or Mortgaged Property; and

                  (f) each Loan Party shall have obtained all consents and
         approvals required to be obtained by it in connection with the
         execution and delivery of all Security Documents to which it is a
         party, the performance of its obligations thereunder and the granting
         by it of the Liens thereunder.

                  "Commitment" means a Revolving Commitment, Tranche B
Commitment or any combination thereof (as the context requires).

                  "Confirmation Order" means the order of the United States
District Court for the Southern District of Ohio, Western Division, confirming
the Plan of Reorganization.

                  "Consolidated Cash Interest Expense" means, for any period,
without duplication, (a) the sum of (i) the interest expense (including imputed
interest expense in respect of Capital Lease Obligations) of the Borrower and
the Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, (ii) any interest accrued during such period in respect of
Indebtedness of the Borrower or any Subsidiary that is required to be
capitalized rather than included in consolidated interest expense for such
period in accordance with GAAP and (iii) commissions, discounts, yield and other
fees and charges incurred in connection with the Permitted Receivables Financing
that are payable to any person other than the Borrower or a Subsidiary Loan
Party, minus (b)
<PAGE>

                                                                               7

the sum of (A) to the extent included in such consolidated interest expense for
such period, non-cash amounts attributable to amortization of financing costs
paid in a previous period and (B) to the extent included in such consolidated
interest expense for such period, deferred financing costs, whether or not paid
in cash.

                  "Consolidated EBITDA" means, for any period, (a) Consolidated
Net Income for such period plus (b) without duplication, and to the extent
deducted in determining such Consolidated Net Income, the sum of (i)
consolidated interest expense for such period, (ii) consolidated income tax
expense for such period, (iii) all amounts attributable to depreciation and
amortization for such period, (iv) interest-equivalent costs associated with any
Permitted Receivables Financing, whether accounted for as interest expense or
loss on the sale of receivables, (v) any extraordinary non-cash charges for such
period, (vi) any expense relating to pension plans, (vii) any non-recurring
non-cash charge (other than routine non-cash charges that result in an accrual
of a reserve for anticipated cash charges in the following quarter) and (viii)
any accruals for long-term bonus programs or plans and share-appreciation plans,
in each case to the extent not resulting in cash payments during such period,
minus (c) without duplication, and to the extent included in determining such
Consolidated Net Income, any non-cash gains, non-cash pension income and any
cash payment relating to pension plans for such period, all determined on a
consolidated basis in accordance with GAAP; provided that for the purposes of
subclauses (vi) and (vii) of clause (b) of this definition, any non-cash charges
or expenses added back pursuant to such subclauses (other than non-cash charges
and expenses, in each case occurring on or prior to the Effective Date) shall be
deducted in any subsequent period to the extent that cash disbursements
attributable thereto are made during such period.

                  "Consolidated Fixed Charges" means, for any period, without
duplication, the sum of (a) Consolidated Cash Interest Expense for such period,
(b) the aggregate amount of scheduled principal payments made during such period
in respect of Long-Term Indebtedness of the Borrower and the Subsidiaries (other
than payments made by the Borrower or any Subsidiary to the Borrower or a
Subsidiary), (c) the aggregate amount of scheduled principal payments in respect
of Long-Term Indebtedness that would have been due during such period but for
their voluntary prepayment within one year prior to the scheduled date of
payment, (d) the aggregate amount of income taxes paid in cash by the Borrower
and the Subsidiaries during such period and (e) the amount of Preferred
Dividends paid during such period.

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and the Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP (adjusted to reflect any charge,
tax or expense incurred or accrued by Holdings during such period as though such
charge, tax or expense had been incurred by the Borrower, to the extent that the
Borrower has made or would be entitled under the Loan Documents to make any
payment to or for the account of Holdings in respect thereof); provided that
there shall be excluded the income of any Person (other than the Borrower) in
which any other Person (other than the Borrower or any Subsidiary or any
director holding qualifying shares in compliance with applicable law) owns an

<PAGE>

                                                                               8

Equity Interest, except to the extent of the amount of dividends or other
distributions actually paid to the Borrower or any of the Subsidiaries during
such period.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Debt Tender Offer" means the tender offer and consent
solicitation made by the Borrower for any and all of the outstanding
Subordinated Debt pursuant to the Debt Tender Offer Materials.

                  "Debt Tender Offer Materials" means the Offer to Purchase and
Consent Solicitation Statement dated July 9, 2003, distributed by the Borrower
to holders of the Subordinated Debt with respect to the Debt Tender Offer, and
all related materials.

                  "Default" means any event or condition that constitutes an
Event of Default or that upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Disclosed Matters" means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 3.06.

                  "Dollars" or "$" refers to lawful money of the United States
of America.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Laws" means all former, current and future
Federal, state, local and foreign laws (including common law), treaties,
regulations, rules, ordinances, codes, decrees, judgments, directives, final
orders (including consent orders), and agreements in each case, relating to
protection of the environment, natural resources, human health and safety or the
presence, Release of, or exposure to, Hazardous Materials, or the generation,
manufacture, processing, distribution, use, treatment, storage, transport,
recycling or handling of, or the arrangement for such activities with respect
to, Hazardous Materials.

                  "Environmental Liability" means liabilities, obligations,
claims, actions, suits, judgments or orders under or relating to any
Environmental Law for any damages, injunctive relief, losses, fines, penalties,
fees, expenses (including reasonable fees and expenses of attorneys and
consultants) or costs, whether contingent or otherwise, including those arising
from or relating to: (a) compliance or non-compliance with any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the Release of any Hazardous Materials or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

<PAGE>

                                                                               9

                  "EPTEC Loans" means loans made by the Borrower to EPTEC, S.A.
de C.V., after the Effective Date in an aggregate principal amount not to exceed
$5,000,000 at any time outstanding.

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived), (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Excess Cash Flow" means, for any fiscal year, the sum
(without duplication) of:

                  (a) the Consolidated Net Income (or loss) of the Borrower and
         its consolidated Subsidiaries for such fiscal year, adjusted to exclude
         any gains or losses attributable to Prepayment Events; plus

<PAGE>

                                                                              10

                  (b) depreciation, amortization and other non-cash charges or
         losses deducted in determining such Consolidated Net Income (or loss)
         for such fiscal year; plus

                  (c) the sum of (i) the amount, if any, by which Net Working
         Capital decreased during such fiscal year plus (ii) the net amount, if
         any, by which the consolidated deferred revenues of the Borrower and
         its consolidated Subsidiaries decreased during such fiscal year; minus

                  (d) the sum of (i) any non-cash gains included in determining
         such Consolidated Net Income (or loss) for such fiscal year plus (ii)
         the amount, if any, by which Net Working Capital increased during such
         fiscal year plus (iii) the net amount, if any, by which the
         consolidated deferred revenues of the Borrower and its consolidated
         Subsidiaries increased during such fiscal year plus (iv) cash pension
         payments paid during such fiscal year, to the extent such amounts were
         expensed in a prior fiscal year; minus

                  (e) the sum of (i) Capital Expenditures for such fiscal year
         (except to the extent attributable to the incurrence of Capital Lease
         Obligations or otherwise financed by incurring Long-Term Indebtedness),
         plus (ii) cash consideration paid during such fiscal year to make
         acquisitions or other capital investments (except to the extent
         financed by incurring Long-Term Indebtedness); minus

                  (f) the aggregate principal amount of Long-Term Indebtedness
         repaid or prepaid by the Borrower and its consolidated Subsidiaries
         during such fiscal year, excluding (i) Indebtedness in respect of
         Revolving Loans and Letters of Credit (unless and to the extent that
         there is a corresponding reduction in the Revolving Commitments), (ii)
         Tranche B Term Loans prepaid pursuant to Section 2.11(a), (c) or (d),
         and (iii) repayments or prepayments of Long-Term Indebtedness financed
         by incurring other Long-Term Indebtedness.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that (i) is in effect, and would
apply to amounts payable to such Foreign Lender, at the time such Foreign Lender
becomes party to this Agreement (or designates a new lending office), except to
the extent that (A) such Foreign Lender was entitled at the time of its
designation of a new lending office or

<PAGE>

                                                                              11

(B) such Foreign Lender's assignor, if any, was entitled at the time of
assignment to receive additional amounts from the Borrower with respect to any
withholding tax pursuant to Section 2.17(a), or (ii) is attributable to such
Foreign Lender's failure to comply with Section 2.17(e).

                  "Existing Credit Agreement" means the Credit Agreement dated
as of February 19, 1998, by and among E-P Acquisition, Inc., ABN AMRO Bank N.V.,
as administrative agent, the other financial institutions named therein as
lenders, PNC Bank, National Association, as documentation agent, and DLJ Capital
Funding, Inc., as syndication agent.

                  "Existing Letter of Credit" shall mean each letter of credit
previously issued for the account of the Borrower or any Subsidiary that is (a)
outstanding on the Effective Date and (b) listed on Schedule 2.05.

                  "Existing Preferred Stock" means the 11.75% Series A
Cumulative Redeemable Exchangeable Preferred Stock and the 11.75% Series B
Cumulative Redeemable Exchangeable Preferred Stock of Holdings issued pursuant
to the Certificate of Designations.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "Foreign Subsidiary" means any Subsidiary that is organized
under the laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, or any other nation, and any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other

<PAGE>

                                                                              12

entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

                  "Granaria" means Granaria Holdings N.V., a Dutch corporation,
and its successors.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

                  "Hazardous Materials" means (a) any petroleum products or
byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and
all other ozone-depleting substances or (b) any chemical, material, substance or
waste that is prohibited, limited or regulated by or pursuant to any
Environmental Law.

                  "Holdings" means EaglePicher Holdings, Inc., a Delaware
corporation.

                  "Inactive Subsidiary" means a Subsidiary listed on Schedule
1.01(a); provided that (a) the Borrower intends to dissolve, liquidate, wind-up
or take other similar action in respect of such Subsidiary as promptly as
reasonably practicable, (b) such Subsidiary has no business or operations and
conducts no activities other than those activities reasonably necessary to the
maintenance or dissolution of such Subsidiary, (c) such Subsidiary does not
incur any Indebtedness or other liabilities (other than reasonable fees of
attorneys and accountants and other de minimis fees in connection with such
maintenance, dissolution, liquidation, winding up or similar process) after the
Effective Date and (d) the Inactive Subsidiaries as a group shall not have more
than $100,000 in assets.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid
(other than current trade accounts payable incurred in the ordinary course), (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) to the extent
determinable, all obligations of such Person in respect of

<PAGE>

                                                                              13

the deferred purchase price of property or services (excluding current accounts
payable and expense accruals incurred in the ordinary course of business), (f)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances, and
(k) the aggregate "Capital Investment" as defined in Annex X to the Receivables
Sales Agreement. The Indebtedness of any Person shall include the Indebtedness
of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Industrial Revenue Bonds" means the (a) State of Oregon
Economic Development Revenue Bonds, Series XCVI (Eagle-Picher Industries, Inc.
Project), dated December 1, 1984, and (b) Michigan Strategic Fund Federally
Taxable Variable Rate Demand Limited Obligation Revenue Bonds (Carpenter
Enterprise Limited Project), Series 1996.

                  "Information Memorandum" means the Confidential Information
Memorandum dated July, 2003, relating to the Borrower, the Transactions and the
Bond Refinancing.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or 12 months thereafter if, at the time of the relevant
Borrowing, all Lenders participating therein agree to make an interest period of
such duration available), as the Borrower may elect; provided that (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding

<PAGE>

                                                                              14

Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

                  "Issuing Bank" means Harris Trust and Savings Bank, in its
capacity as the issuer of Letters of Credit hereunder, its successors in such
capacity as provided in Section 2.05(i) and, solely with respect to an Existing
Letter of Credit (and any amendment, renewal or extension thereof in accordance
with this Agreement), the Lender that issued such Existing Letter of Credit. The
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of the Issuing Bank, in which case the term "Issuing
Bank" shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate.

                  "Joint Venture" means any corporation, partnership or other
entity or arrangement in which the Borrower or any Subsidiary owns or controls
any, but not more than 70%, of the Equity Interests. As of the Effective Date,
no Joint Ventures exist other than those set forth on Schedule 1.01(b).

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total LC Exposure at such
time.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

                  "Letter of Credit" means any letter of credit (including each
Existing Letter of Credit) issued pursuant to this Agreement.

                  "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date (or, if such date
is not the last day of a fiscal quarter, ended on the last day of the fiscal
quarter of the Borrower most recently ended prior to such date).

<PAGE>

                                                                              15

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the average rate (rounded
upward, if necessary, to the next higher 1/16 of 1%) at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the Eurodollar Reference Banks (as defined below) in the London interbank market
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period. For the purposes of this definition,
"Eurodollar Reference Banks" shall mean the principal London offices of
Citibank, N.A., and JPMorgan Chase Bank.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Loan" means any loan made by a Lender to a Borrower pursuant
to this Agreement.

                  "Loan Documents" means this Agreement, the Collateral
Agreement and the other Security Documents.

                  "Loan Parties" means Holdings, the Borrower and the Subsidiary
Loan Parties.

                  "Long-Term Indebtedness" means any Indebtedness that, in
accordance with GAAP, constitutes (or, when incurred, constituted) a long-term
liability.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations or condition, financial or otherwise, of
Holdings, the Borrower and the Subsidiaries taken as a whole, (b) the ability of
any Loan Party to perform any of its obligations under any Loan Document or (c)
the rights of or benefits available to the Administrative Agent or any of the
Lenders under any Loan Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of Holdings, the Borrower or any Subsidiary in an
aggregate principal amount

<PAGE>

                                                                              16

exceeding $5,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of Holdings, the Borrower or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting arrangements) that Holdings, the
Borrower or such Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Mortgage" means a mortgage, deed of trust, assignment of
leases and rents, leasehold mortgage or other security document granting a Lien
on any Mortgaged Property to secure the Obligations. Each Mortgage shall be
satisfactory in form and substance to the Administrative Agent.

                  "Mortgaged Property" means, initially, each parcel of real
property and the improvements thereto owned by a Loan Party and identified on
Schedule 1.01(c), and includes each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12 or 5.13.

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

                  "Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid by Holdings, the
Borrower and the Subsidiaries to third parties (other than Affiliates) in
connection with such event, (ii) in the case of a sale, transfer or other
disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or a condemnation or similar proceeding), the amount of all
payments required to be made by Holdings, the Borrower and the Subsidiaries as a
result of such event to repay Indebtedness (other than Loans) secured by such
asset or otherwise subject to mandatory prepayment as a result of such event,
and (iii) the amount of all taxes paid (or reasonably estimated to be payable)
by Holdings, the Borrower and the Subsidiaries, and the amount of any reserve
established by Holdings, the Borrower and the Subsidiaries to fund contingent
liabilities reasonably estimated to be payable, in each case that are directly
attributable to such event (as determined reasonably and in good faith by the
chief financial officer of the Borrower), provided that upon the date on which
any such reserve is no longer required to be maintained, the remaining amount of
such reserve shall then be deemed to be Net Proceeds. Notwithstanding anything
to the contrary set forth above, the proceeds of any sale, transfer or other
disposition of receivables (or any interest therein) pursuant to any Permitted
Receivables Financing shall not be deemed to constitute Net Proceeds.

                  "Net Working Capital" means, at any date, (a) the consolidated
current assets of the Borrower and its consolidated Subsidiaries as of such date
(excluding cash and Permitted Investments) minus (b) the consolidated current
liabilities of the Borrower
<PAGE>

                                                                              17

and its consolidated Subsidiaries as of such date (excluding cash and Permitted
Investments) minus (b) the consolidated current liabilities of the Borrower and
its consolidated Subsidiaries as of such date (excluding current liabilities in
respect of Indebtedness). Net Working Capital at any date may be a positive or
negative number. Net Working Capital increases when it becomes more positive or
less negative and decreases when it becomes less positive or more negative.

                  "Obligations" has the meaning assigned to such term in the
Collateral Agreement.

                  "Other Taxes" means any and all present or future recording,
stamp, documentary, excise, transfer, sales, property or similar taxes, charges
or levies arising from any payment made under any Loan Document or from the
execution, delivery, registration or enforcement of, or otherwise with respect
to, any Loan Document.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Perfection Certificate" means a certificate in the form of
Exhibit D or any other form approved by the Administrative Agent.

                  "Permanent Injunction" means the order of the United States
District Court for the Southern District of Ohio, Western Division, confirming
the plan of reorganization relating to the Borrower by the United States
Bankruptcy Court, Southern District of Ohio, Western Division, and permanently
staying, restraining and enjoining any entity from taking actions with respect
to asbestos or lead injury claims against the Borrower and certain of its
subsidiaries designated as debtors in such order.

                  "Permitted Acquisition" means any acquisition by the Borrower
or any Subsidiary Loan Party of all the outstanding Equity Interests in, all or
substantially all the assets of, or all or substantially all the assets
constituting a division or line of business of, a Person if (a) such acquisition
was not preceded by, or consummated pursuant to, a hostile offer, (b) no Default
has occurred and is continuing or would result therefrom, (c) all transactions
related thereto are consummated in accordance with applicable laws, (d) all
actions required to be taken with respect to such acquired or newly formed
Subsidiary or assets under Sections 5.12 and 5.13 shall have been taken, (e) the
Borrower and the Subsidiaries, taken as a whole, are in compliance, on a pro
forma basis, with the covenants contained in Sections 6.12, 6.13 and 6.14
recomputed as of the last day of the most recently ended fiscal quarter of the
Borrower for which financial statements are available, (f) the business of such
Person or such assets, as the case may be, constitute a business permitted by
Section 6.03(b) and (g) the Borrower has delivered to the Administrative Agent
an officers' certificate to the effect set forth in clauses (a), (b), (c), (d),
(e) and (f) above, together with all relevant financial information for the
Person or assets to be acquired.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes or assessments that are not
         yet due or are being contested in compliance with Section 5.05;

<PAGE>

                                                                              18

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other like Liens imposed by law, arising in the
         ordinary course of business and securing obligations that are not
         overdue by more than 30 days or are being contested in compliance with
         Section 5.05;

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

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (k) of Article VII; and

                  (f) easements, zoning restrictions, rights-of-way, covenants,
         conditions, restrictions and similar encumbrances on real property
         imposed by law or arising in the ordinary course of business that do
         not secure any monetary obligations and do not materially detract from
         the value of the affected property or interfere with the ordinary
         conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized or licensed under the laws of the United
         States of America or any State thereof which has a combined capital and
         surplus and undivided profits of not less than $500,000,000; and

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution satisfying the criteria
         described in clause (c) above.

<PAGE>

                                                                              19

                  "Permitted Receivables Documents" means the Receivable
Purchase Agreement, the Receivables Sales Agreement and all other documents and
agreements relating to the Permitted Receivables Financing.

                  "Permitted Receivables Financing" means (a) the sale by the
Borrower and certain Subsidiaries (other than Foreign Subsidiaries) of accounts
receivable to the Receivables Subsidiary pursuant to the Receivables Sales
Agreement, (b) any sale of such accounts receivable (or participations therein)
by the Receivables Subsidiary to certain purchasers pursuant to the Receivables
Purchase Agreement and (c) any extension, renewal, replacement or refinancing of
the foregoing; provided that the aggregate net investment pursuant to the
foregoing shall not exceed in the aggregate $75,000,000.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Personal Injury Trust" means the personal injury trust
established pursuant to the Plan of Reorganization.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Plan of Reorganization" means the Borrower's Third Amended
Consolidated Plan of Reorganization dated August 28, 1996, and confirmed by the
United States Bankruptcy Court, Southern District of Ohio, Western Division on
November 18, 1996, as the same shall be amended from time to time in accordance
with Section 6.11.

                  "Preferred Dividends" means any cash dividend payments made in
respect of the Existing Preferred Stock.

                  "Prepayment Event" means:

                  (a) any sale, transfer or other disposition (including
         pursuant to a sale and leaseback transaction) of any property or asset
         of the Borrower or any Subsidiary, other than dispositions described in
         clauses (a), (b) and (d) of Section 6.05; or

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of the Borrower or any Subsidiary (other than
         insured damage incurred prior to the date hereof related to fires at
         facilities located in Seneca, Missouri, and Harrisonville, Missouri),
         but only to the extent that the Net Proceeds therefrom are not applied
         to repair, restore or replace such property or asset, provided, that
         the Borrower shall have commenced such repair, restoration or
         replacement

<PAGE>

                                                                              20

         within 180 days of sustaining such casualty, damage or condemnation
         and shall thereafter diligently be pursuing such repair, restoration or
         replacement;

                  (c) the issuance by Holdings, the Borrower or any Subsidiary
         of any Equity Interests (other than Refinancing Preferred Stock or
         common Equity Interests issued to refinance any Existing Preferred
         Stock or Refinancing Preferred Stock), or the receipt by Holdings, the
         Borrower or any Subsidiary of any capital contribution, other than any
         such issuance of Equity Interests to, or receipt of any such capital
         contribution from, Holdings, the Borrower or a Subsidiary; or

                  (d) the incurrence by Holdings, the Borrower or any Subsidiary
         of any Indebtedness, other than Indebtedness permitted by Section
         6.01(a).

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by the Administrative Agent as its prime rate in
effect at its principal office in Chicago, Illinois; each change in the Prime
Rate shall be effective from and including the date such change is publicly
announced as being effective.

                  "Projections" means the projections of the Borrower and the
Subsidiaries included in the Information Memorandum and any other projections or
forward-looking statements (including statements with respect to booked
business) of such entities furnished to the Lenders or the Administrative Agent
for distribution to the Lenders or prospective lenders by or on behalf of
Holdings, the Borrower or a Subsidiary concurrently with or after the
distribution of the Information Memorandum and prior to the Effective Date.

                  "Receivables Purchase Agreement" means the receivables
purchasing and servicing agreement dated as of January 8, 2002 (as amended,
restated, supplemented or otherwise modified from time to time as permitted
under this Agreement), among the Receivables Subsidiary, the Borrower, the
Subsidiaries party thereto and General Electric Capital Corporation, as
administrative agent, relating to the Permitted Receivables Financing.

                  "Receivables Sales Agreement" means the receivables sales
agreement dated as of January 8, 2002, among the Receivables Subsidiary and the
Subsidiaries party thereto, relating to the Permitted Receivables Financing.

                  "Receivables Subsidiary" means Eagle-Picher Funding
Corporation, a Delaware corporation.

                  "Refinancing Preferred Stock" means preferred Equity Interests
issued by Holdings for the purpose of redeeming outstanding Existing Preferred
Stock or previously issued Refinancing Preferred Stock, in either case that
shall (a) not require cash dividends to be paid prior to the date that is 90
days after the Tranche B Maturity Date, except to the extent that the Borrower
may pay dividends hereunder, (b) not be mandatorily redeemable prior to the date
that is 180 days after the Tranche B Maturity Date, except to the extent that
the Borrower may pay dividends hereunder, (c) be

<PAGE>

                                                                              21

subordinate to the Obligations and (d) have other terms and conditions no less
favorable to the Lenders than the terms and conditions of the Existing Preferred
Stock.

                  "Register" has the meaning set forth in Section 9.04.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "Release" means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into or through the environment or within or upon any building,
structure, facility or fixture.

                  "Required Lenders" means, at any time, Lenders having
Revolving Exposures, Tranche B Term Loans and unused Commitments representing
more than 50% of the sum of the total Revolving Exposures, outstanding Tranche B
Term Loans and unused Commitments at such time.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation or termination of any Equity Interests in Holdings, the Borrower or
any Subsidiary or any option, warrant or other right to acquire any such Equity
Interests in Holdings, the Borrower or any Subsidiary.

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the earlier of the Revolving
Maturity Date and the date of termination of the Revolving Commitments.

                  "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Revolving Commitment, as applicable. The initial aggregate amount of the
Lenders' Revolving Commitments is $125,000,000.

                  "Revolving Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure and Swingline Exposure at such time.

<PAGE>

                                                                              22

                  "Revolving Lender" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure.

                  "Revolving Loan" means a Loan made pursuant to clause (b) of
Section 2.01.

                  "Revolving Maturity Date" means the date that is the earliest
of (a) August 7, 2008, (b) to the extent that Subordinated Debt remains
outstanding as of such date in an aggregate principal amount greater than
$5,000,000, the date that is 180 days prior to the maturity of the Subordinated
Debt and (c) to the extent that at least $5,000,000 in aggregate liquidation
preference of the Existing Preferred Stock remains outstanding as of such date,
the date that is 180 days prior to the date for the mandatory redemption of the
Existing Preferred Stock; provided that if such date is not a Business Day, the
Revolving Maturity Date shall be deemed to be the next preceding Business Day.

                  "S&P" means Standard & Poor's.

                  "Security Documents" means the Collateral Agreement, the
Mortgages and each other security agreement or other instrument or document
executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the
Obligations.

                  "Senior Debt" means the senior unsecured notes to be issued by
the Borrower on or prior to the Effective Date in connection with the Bond
Refinancing in an aggregate principal amount of up to $250,000,000 and the
indebtedness represented thereby.

                  "Senior Debt Documents" means the indenture under which the
Senior Debt, if any, is issued and all other instruments, agreements and other
documents evidencing or governing the Senior Debt, if any, or providing for any
Guarantee or other right in respect thereof.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Adjusted CD Rate or the Base CD Rate, for new
negotiable nonpersonal time deposits in Dollars of over $100,000 with maturities
approximately equal to (i) the applicable Interest Period, in the case of the
Adjusted CD Rate, and (ii) three months, in the case of the Base CD Rate, and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any

<PAGE>

                                                                              23

comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                  "Subordinated Debt" means the 9.375% Senior Subordinated Notes
due 2008 of the Borrower.

                  "Subordinated Debt Documents" means the indenture dated as of
February 24, 1998, among the Borrower, the guarantors named therein and The Bank
of New York, as trustee, and all other instruments, agreements and documents
evidencing or governing the Subordinated Debt or providing for any Guarantee or
other right in respect thereof.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower other than
(a) the Receivables Subsidiary, (b) any Joint Venture or (c) any Inactive
Subsidiary.

                  "Subsidiary Loan Party" means any Subsidiary that is not a
Foreign Subsidiary.

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

                  "Swingline Exposure" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the
total Swingline Exposure at such time.

                  "Swingline Lender" means Harris Trust and Savings Bank, in its
capacity as a lender of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to Section 2.04.

<PAGE>

                                                                              24

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

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

                  "Total Indebtedness" means, as of any date, the sum, without
duplication, of (a) the aggregate principal amount of Indebtedness of the
Borrower and the Subsidiaries outstanding as of such date, in the amount that
would be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP, (b) the aggregate "Capital Investment" as defined
in Annex X to the Receivables Sales Agreement and (c) the aggregate principal
amount of Indebtedness of the Borrower and the Subsidiaries (including the
Receivable Subsidiary) outstanding as of such date that is not required to be
reflected on a balance sheet in accordance with GAAP, determined on a
consolidated basis; provided that, for purposes of clause (c) above, the term
"Indebtedness" shall not include contingent obligations of the Borrower or any
Subsidiary as an account party in respect of any letter of credit or letter of
guaranty unless such letter of credit or letter of guaranty supports an
obligation that constitutes Indebtedness.

                  "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on
the Effective Date, expressed as an amount representing the maximum principal
amount of the Tranche B Term Loan to be made by such Lender hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Tranche B
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Tranche B Commitment, as
applicable. The initial aggregate amount of the Lenders' Tranche B Commitments
is $150,000,000.

                  "Tranche B Lender" means a Lender with a Tranche B Commitment
or an outstanding Tranche B Term Loan.

                  "Tranche B Maturity Date" means the date that is the earliest
of (a) August 7, 2009, (b) to the extent that Subordinated Debt remains
outstanding as of such date in an aggregate principal amount greater than
$5,000,000, the date that is 180

<PAGE>
                                                                              25

days prior to the maturity of the Subordinated Debt and (c) to the extent that
at least $5,000,000 in aggregate liquidation preference of the Existing
Preferred Stock remains outstanding as of such date, the date that is 180 days
prior to the date for the mandatory redemption of the Existing Preferred Stock;
provided that if such date is not a Business Day, the Tranche B Maturity Date
shall be deemed to be the next preceding Business Day.

                  "Tranche B Term Loan" means a Loan made pursuant to clause (a)
of Section 2.01.

                  "Transactions" means (a) the execution, delivery and
performance by each Loan Party of the Loan Documents to which it is to be a
party, the borrowing of Loans, the use of the proceeds thereof and the issuance
of Letters of Credit hereunder and (b) the payment of all loans, interest and
other amounts accrued and owing under the Existing Credit Agreement.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed

<PAGE>

                                                                              26

to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the
Borrower on the Effective Date in a principal amount not exceeding its Tranche B
Commitment and (b) to make Revolving Loans to the Borrower from time to time
during the Revolving Availability Period in an aggregate principal amount that
will not result in such Lender's Revolving Exposure exceeding such Lender's
Revolving Commitment; provided that the aggregate principal amount of the
Revolving Loans made on the Effective Date shall not exceed $10,000,000. Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in
respect of Tranche B Term Loans may not be reborrowed.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than
a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of
the same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

                  (b) Subject to Section 2.14, each Revolving Borrowing and
Tranche B Term Loan Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance herewith; provided
that all Borrowings made on the Effective Date must be made as ABR Borrowings
and no such Borrowings may be converted to a Eurodollar Borrowing prior to the
date that is 30 days after the Effective Date. Each Swingline Loan shall be an
ABR Loan. Subject to Section 2.19, each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch

<PAGE>

                                                                              27

or Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $2,500,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $250,000 and not less than $1,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Revolving Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e). Each Swingline Loan shall be in an amount that is an integral
multiple of $100,000 and not less than $100,000. Borrowings of more than one
Type and Class may be outstanding at the same time; provided that there shall
not at any time be more than a total of 10 Eurodollar Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date or the Tranche B Maturity Date, as applicable.

                  SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 1:00 p.m., New York City time, three Business Days before the date of
the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
1:00 p.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e) may be given not later than 10:00 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Borrowing or Tranche B Term Borrowing;

                  (ii) the aggregate amount of such Borrowing;

                  (iii) the date of such Borrowing, which shall be a Business
         Day;

                  (iv) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

<PAGE>

                                                                              28

                  (v) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (vi) the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Revolving Availability Period, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$10,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by facsimile), not
later than 1:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the (i) requested
date (which shall be a Business Day) and (ii) amount of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender of any
such notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 1:00 p.m., New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of the Swingline Loans in which Revolving
Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Revolving Lender,
specifying in such notice such Lender's Applicable Percentage of such Swingline
Loan or Loans. Each Revolving Lender hereby absolutely and

<PAGE>

                                                                              29

unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender
acknowledges and agrees that, except in respect of a Swingline Loan made
following the delivery by Holdings, the Borrower or a Lender to the Swingline
Lender of written notice of a Default, its obligation to acquire participations
in Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

                  SECTION 2.05. Letters of Credit. (a) General. On the Effective
Date, upon the satisfaction of the conditions specified in Section 4.02, each
Existing Letter of Credit will automatically, without any action on the part of
any person, be deemed to be a Letter of Credit issued hereunder for all purposes
of this Agreement and the other Loan Documents. In addition, subject to the
terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or facsimile (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or

<PAGE>

                                                                              30

extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $60,000,000 and (ii) the total
Revolving Exposures shall not exceed the total Revolving Commitments.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that, except in
respect of a Letter of Credit (other than an amendment, renewal or extension
thereof) issued following the delivery by Holdings, the Borrower or a Lender to
the Issuing Bank of a written notice of a Default, its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC

<PAGE>

                                                                              31

Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than 12:00 noon, New York City time, on (i) the Business Day that
the Borrower receives such notice, if such notice is received prior to 10:00
a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that
the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.04 that such payment be financed
with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and,
to the extent so financed, the Borrower's obligation to make such payment shall
be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Revolving Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrower, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse the Issuing Bank, then to such Lenders and the
Issuing Bank as their interests may appear. Any payment made by a Revolving
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan
as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of set-off against, the Borrower's obligations hereunder.
Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their Related Parties, shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any

<PAGE>

                                                                              32

error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of the Issuing Bank; provided that the foregoing shall not be
construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care
in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
facsimile) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for

<PAGE>

                                                                              33

the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and
after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated pursuant to Article VI, Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the
deposit of cash collateral pursuant to this paragraph, the Borrower shall
deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the LC Exposure as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (h) or (i) of
Article VII. The Borrower also shall deposit cash collateral pursuant to this
paragraph as and to the extent required by Section 2.11(b). Each such deposit
shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated pursuant to Article VI (but subject to the
consent of Revolving Lenders with LC Exposure representing greater than 50% of
the total LC Exposure), be applied to satisfy other obligations of the Borrower
under this Agreement. If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived. If the Borrower is required to provide an amount of cash collateral
hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower as and to the extent that, after
giving effect to such return, the Borrower would remain in compliance with
Section 2.11(b) and no Default shall have occurred and be continuing.

<PAGE>

                                                                              34

                  SECTION 2.06. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.04. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
Chicago, Illinois, and designated by the Borrower in the applicable Borrowing
Request; provided further that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing. Nothing in this Section 2.06(b) shall be deemed to
relieve any Lender from its obligation to fulfill its Commitments hereunder or
to prejudice any rights that the Borrower may have against any Lender as a
result of any default by such Lender hereunder.

                  SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
and Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were

<PAGE>

                                                                              35

requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or facsimile to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02 and
paragraph (f) of this Section:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

                  SECTION 2.08. Termination and Reduction of Commitments.
                  (a) Unless previously terminated, (i) the Tranche B
Commitments shall terminate at

<PAGE>

                                                                              36

5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving
Commitments shall terminate on the Revolving Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments of any Class; provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

                  SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Tranche B Term Loan of such Lender as provided in Section 2.10
and (iii) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan made by the Swingline Lender on the earlier of the Revolving
Maturity Date and the first date after such Swingline Loan is made that is the
15th or last day of a calendar month and is at least two Business Days after
such Swingline Loan is made; provided that on each date that a Revolving
Borrowing is made, the Borrower shall repay all Swingline Loans that were
outstanding on the date such Borrowing was requested.

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

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and

<PAGE>

                                                                              37

(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                  (e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its assigns
registered pursuant to clause (iv) of Section 9.04(b)) and in a form approved by
the Administrative Agent. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such
form payable to the order of the payee named therein (or, if such promissory
note is a registered note, to such payee and its assigns registered pursuant to
clause (iv) of Section 9.04(b)).

                  SECTION 2.10. Amortization of Tranche B Term Loans. (a)
Subject to adjustment pursuant to paragraph (d) of this Section, the Borrower
shall repay Tranche B Term Loan Borrowings on each date set forth below in an
aggregate principal amount set forth opposite such date:

<TABLE>
<CAPTION>
      Date                                                 Amount
      ----                                                --------
<S>                                                       <C>
August 31, 2003                                           $375,000
November 30, 2003                                         $375,000
February 28, 2004                                         $375,000
May 31, 2004                                              $375,000
August 31, 2004                                           $375,000
November 30, 2004                                         $375,000
February 28, 2005                                         $375,000
May 31, 2005                                              $375,000
August 31, 2005                                           $375,000
November 30, 2005                                         $375,000
February 28, 2006                                         $375,000
May 31, 2006                                              $375,000
August 31, 2006                                           $375,000
November 30, 2006                                         $375,000
</TABLE>

<PAGE>

                                                                              38

<TABLE>
<S>                                                       <C>
February 28, 2007                                         $375,000
May 31, 2007                                              $375,000
August 31, 2007                                           $375,000
November 30, 2007                                         $375,000
February 28, 2008                                         $375,000
May 31, 2008                                              $375,000
August 31, 2008                                           $375,000
November 30, 2008                                         $375,000
February 28, 2009                                         $375,000
May 31, 2009                                              $375,000
</TABLE>

                  (b) To the extent not previously paid, all Tranche B Term
Loans shall be due and payable on the Tranche B Maturity Date.

                  (c) Any mandatory or optional prepayment of any Tranche B Term
Loan Borrowing shall be applied to reduce the subsequent scheduled repayments of
the Tranche B Term Loan Borrowings to be made pursuant to this Section ratably.

                  (d) Prior to any repayment of any Tranche B Term Loan
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be repaid and shall notify the Administrative Agent by telephone (confirmed by
telecopy) of such selection not later than 11:30 a.m., New York City time, one
Business Day before the scheduled date of such repayment. Each repayment of a
Borrowing shall be applied ratably to the Loans included in the repaid
Borrowing. Repayments of Tranche B Term Loan Borrowings shall be accompanied by
accrued interest on the amount repaid.

                  SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to the requirements of Sections 2.11(e) and (f).

                  (b) In the event and on such occasion that the sum of the
Revolving Exposures exceeds the total Revolving Commitments, the Borrower shall
prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings
are outstanding, deposit cash collateral in an account with the Administrative
Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

                  (c) In the event and on each occasion that any Net Proceeds
are received by or on behalf of Holdings, the Borrower or any Subsidiary in
respect of any Prepayment Event, the Borrower shall, within three Business Days
after such Net Proceeds are received, prepay Tranche B Term Loan Borrowings in
an aggregate amount equal to such Net Proceeds (or, in the case of a Prepayment
Event described in clause (c) of the definition of the term Prepayment Event, an
aggregate amount equal to 50% of such Net Proceeds); provided that, in the case
of any event described in clause (a) of the

<PAGE>

                                                                              39

definition of the term Prepayment Event, if the Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer to the effect that the
Borrower and the Subsidiaries intend to apply the Net Proceeds from such event
(or a portion thereof specified in such certificate), within 270 days after
receipt of such Net Proceeds, either (i) to acquire real property, equipment or
other tangible assets to be used in the business of the Borrower and the
Subsidiaries or (ii) to make Permitted Acquisitions, so long as the fair value
of tangible assets included within any such Permitted Acquisition shall be at
least equal to the fair value of the tangible assets included within the sale,
transfer or other disposition giving rise to the applicable event described in
clause (a) of the definition of Prepayment Event, and certifying that no Default
has occurred and is continuing, then no prepayment shall be required pursuant to
this paragraph in respect of the Net Proceeds in respect of such event (or the
portion of such Net Proceeds specified in such certificate, if applicable)
except to the extent of any such Net Proceeds therefrom that have not been so
applied by the end of such 270-day period, at which time a prepayment shall be
required in an amount equal to such Net Proceeds that have not been so applied;
provided further that the Borrower shall not be permitted to make elections
pursuant to the immediately preceding proviso with respect to Net Proceeds in
any fiscal year aggregating in excess of $15,000,000.

                  (d) Following the end of each fiscal year of the Borrower,
commencing with the fiscal year ending November 30, 2004, the Borrower shall
prepay Tranche B Term Loan Borrowings in an aggregate amount equal to 50% of
Excess Cash Flow for such fiscal year. Each prepayment pursuant to this
paragraph shall be made on or before the date on which financial statements are
delivered pursuant to Section 5.01(a) with respect to the fiscal year for which
Excess Cash Flow is being calculated (and in any event on or before the date
that is 90 days after the end of such fiscal year).

                  (e) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (f) of this Section.

                  (f) The Borrower shall notify the Administrative Agent (and,
in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case
of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of prepayment, (ii) in the case
of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon, New York City time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Revolving Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice (other than a notice relating

<PAGE>

                                                                              40

solely to Swingline Loans), the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.13.

                  SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at a rate of 0.50% per annum on the average daily unused amount of
each Commitment of such Lender during the period from and including the date of
this Agreement to but excluding the date on which such Commitment terminates.
Accrued commitment fees shall be payable in arrears (i) in the case of
commitment fees in respect of the Revolving Commitments, on the last day of
March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the date hereof, and (ii) in the case of commitment fees in respect of the
Tranche B Term Commitments, on the Effective Date or any earlier date on which
such Commitments terminate. All commitment fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose).

                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
at the rate of 0.125% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Revolving Commitments and the date on
which there ceases to be any LC Exposure, as well as the Issuing Bank's standard
fees with respect to the issuance, amendment, renewal or extension of any Letter
of Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable

<PAGE>

                                                                              41

within 10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                  SECTION 2.13. Interest. (a) The Loans comprising each ABR
Borrowing (including each Swingline Loan) shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of
this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The

<PAGE>

                                                                              42

applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

                  SECTION 2.14. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
         Bank; or

                  (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the

<PAGE>

                                                                              43

Loans made by, or participations in Letters of Credit held by, such Lender, or
the Letters of Credit issued by the Issuing Bank, to a level below that which
such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding
company could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies and the policies of
such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

                  SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Tranche B Term Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section 2.11(f) and is revoked in accordance
therewith) or (d) the assignment of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate (which, for the avoidance of doubt, shall not include the Applicable Rate)
that would have been applicable to such Loan, for the period from the date of
such event to the last day of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, for the period that would
have been the Interest Period for

<PAGE>

                                                                              44

such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

                  SECTION 2.17. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

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

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent
on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or

<PAGE>

                                                                              45

any treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation and/or representations prescribed by
applicable law or reasonably requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Foreign Lender has received written notice from the Borrower advising it of the
availability of such exemption or reduction and supplying all applicable
documentation.

                  (f) If the Administrative Agent or a Lender determines, in its
sole discretion, that it has received a refund of any Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such refund
to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than interest
paid by the relevant Governmental Authority with respect to such refund);
provided that the Borrower, upon the request of the Administrative Agent or such
Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section 2.17 shall not be construed to require the
Administrative Agent or any Lender to make available its Tax returns (or any
other information relating to its taxes that it deems confidential) to the
Borrower or any other Person.

                  SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing
of Set-Offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 12:00 noon, New York City time), on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 111 West Monroe
Street, Chicago, Illinois 60603, except payments to be made directly to the
Issuing Bank or the Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made
directly to the Persons entitled thereto and payments pursuant to other Loan
Documents shall be made to the Persons specified therein. The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If
any payment under any Loan Document shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be
payable

<PAGE>

                                                                              46

for the period of such extension. All payments under each Loan Document shall be
made in Dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Tranche B Term Loans or participations
in LC Disbursements or Swingline Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans,
Tranche B Term Loans and participations in LC Disbursements and Swingline Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans, Tranche B Term Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans, Tranche B Term Loans and
participations in LC Disbursements and Swingline Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders

<PAGE>

                                                                              47

or the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.19. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.15, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or Affiliates, or otherwise take
such reasonable action available to it, if, in the judgment of such Lender, such
designation, assignment or other action (i) would eliminate or reduce amounts
payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation, assignment or other action.

                  (b) If any Lender requests compensation under Section 2.15, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee or assignees that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and
the Swingline Lender), which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a material reduction in such
compensation or
<PAGE>

                                                                              48

payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

                                  ARTICLE III

                         Representations and Warranties

                  Each of Holdings and the Borrower represents and warrants to
the Lenders that:

                  SECTION 3.01. Organization; Powers. Each of Holdings, the
Borrower and the Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  SECTION 3.02. Authorization; Enforceability. The Bond
Refinancing and the Transactions to be entered into by each Loan Party are
within such Loan Party's corporate or other organizational powers and have been
duly authorized by all necessary corporate or other organizational action and,
if required, equity holder action. This Agreement has been duly executed and
delivered by each of Holdings and the Borrower and constitutes, and each other
Loan Document to which any Loan Party is to be a party, when executed and
delivered by such Loan Party, will constitute, a legal, valid and binding
obligation of Holdings, the Borrower or such Loan Party (as the case may be),
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The Bond
Refinancing and the Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and
except filings necessary to perfect Liens created under the Loan Documents, (b)
will not violate any applicable law, regulation or order of any Governmental
Authority or the charter, by-laws or other organizational documents of Holdings,
the Borrower or any Subsidiary, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon Holdings, the
Borrower, any Subsidiary or any of the assets of the foregoing, or give rise to
a right thereunder to require any payment to be made by Holdings, the Borrower
or any Subsidiary, and (d) will not result in the creation or imposition of any
Lien on any asset of Holdings, the Borrower or any Subsidiary, except Liens
created under the Loan Documents.

<PAGE>

                                                                              49

                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, equity holders equity and cash flows (i)
as of and for the 2000, 2001 and 2002 fiscal years reported on by Deloitte &
Touche LLP, independent public accountants, and (ii) as of and for (x) the
fiscal quarter ended May 31, 2003, and (y) the fiscal month ended June 30, 2003,
in each case certified by a Financial Officer. Such financial statements present
fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its consolidated Subsidiaries as
of such dates and for such periods in accordance with GAAP, subject to normal
year-end adjustments in the case of quarterly statements, normal quarter-end
adjustments in the case of monthly statements and the absence of footnotes in
the case of all statements referred to in clause (ii) above.

                  (b) The Borrower has heretofore furnished to the Lenders its
pro forma consolidated balance sheet as of May 31, 2003, prepared giving effect
to the Transactions and the Bond Refinancing as if the Transactions and the Bond
Refinancing had occurred on such date. Such pro forma consolidated balance sheet
(i) has been prepared in good faith based on the same assumptions used to
prepare the pro forma financial statements included in the Information
Memorandum (which assumptions are believed by Holdings and the Borrower to be
reasonable), (ii) is based on the best information available to Holdings and the
Borrower upon reasonable inquiry, (iii) accurately reflects all adjustments
necessary to give effect to the Transactions and the Bond Refinancing and (iv)
presents fairly, in all material respects, the pro forma financial position of
the Borrower and its consolidated Subsidiaries as of May 31, 2003, as if the
Transactions and the Bond Refinancing had occurred on such date.

                  (c) Except as disclosed in the financial statements referred
to above or the notes thereto or in the Information Memorandum and except for
the Disclosed Matters, after giving effect to the Transactions and, if the
Borrower consummates the Bond Refinancing, none of Holdings, the Borrower or the
Subsidiaries has, as of the Effective Date, any material contingent liabilities
or long-term commitments, in each case outside the ordinary course of business.

                  (d) Except for the Disclosed Matters, since November 30, 2002,
there has not occurred any fact or circumstance that has had, or could
reasonably be expected to have, a material adverse effect on the business,
assets, operations or condition, financial or otherwise, of Holdings, the
Borrower and the Subsidiaries, taken as a whole.

                  SECTION 3.05. Properties. (a) Each of Holdings, the Borrower
and the Subsidiaries has good title to, or valid leasehold interests in, all its
real and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

                  (b) Each of Holdings, the Borrower and the Subsidiaries owns,
or is licensed to use, all trademarks, trade names, copyrights, patents and
other intellectual property material to its business, and the use thereof by
Holdings, the Borrower and the

<PAGE>

                                                                              50

Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  (c) Schedule 3.05 sets forth the address of each real property
that is owned or leased by the Borrower or any Subsidiary as of the Effective
Date and currently used in the operation of its business, and each other parcel
of real property having a fair value in excess of $250,000, indicating in each
case whether such property is owned or leased and, in the case of each owned
property, the record holder thereof. The value of all real property owned by the
Borrower and the Subsidiaries that is not listed on Schedule 3.05 does not
exceed $1,000,000 in the aggregate.

                  (d) As of the Effective Date, neither Holdings, the Borrower
nor any Subsidiary has received notice of, or has knowledge of, any pending or
contemplated condemnation proceeding affecting any Mortgaged Property or any
sale or disposition thereof in lieu of condemnation. Other than as indicated on
Schedule 1.01(c), neither any Mortgaged Property nor any interest therein is
subject to any right of first refusal, option or other contractual right to
purchase such Mortgaged Property or interest therein.

                  SECTION 3.06. Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting Holdings, the Borrower or any Subsidiary as to
which there is a reasonable possibility of an adverse determination and that,
(i) if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) challenges the validity, legality or enforceability of the Loan
Documents, the Bond Refinancing or the Transactions.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither Holdings,
the Borrower nor any Subsidiary (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                  SECTION 3.07. Compliance with Laws and Agreements. (a) Each of
Holdings, the Borrower and the Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority (including the Confirmation
Order, the Plan of Reorganization and the trust agreement relating to the
Personal Injury Trust) applicable to it or its property and all indentures,
certificates, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  (b) Each of Holdings, the Borrower and the Subsidiaries is
permitted under each of the Subordinated Debt Documents, the Senior Debt
Documents, if any, and

<PAGE>

                                                                              51

the Certificate of Designations to enter into this Agreement and to incur the
Indebtedness incurred hereunder in respect of the Loans and Letters of Credit.

                  SECTION 3.08. Investment and Holding Company Status. Neither
Holdings, the Borrower nor any Subsidiary is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.09. Taxes. Each of Holdings, the Borrower and the
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) any Taxes that are being contested in good
faith by appropriate proceedings and for which Holdings, the Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves in
accordance with GAAP or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $5,000,000 the fair market value of the assets of such Plan,
and the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $10,000,000
the fair market value of the assets of all such underfunded Plans.

                  SECTION 3.11. Disclosure. (a) The Borrower has disclosed to
the Lenders all agreements, instruments and corporate or other restrictions to
which Holdings, the Borrower or any Subsidiary is subject, and all other matters
known to any of them, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. The factual information
(taken as a whole) contained in the Information Memorandum and any of the other
reports, financial statements, certificates or other information furnished by or
on behalf of any Loan Party to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or any other Loan Document or
delivered hereunder or thereunder (as modified or supplemented by other
information so furnished) does not contain any material misstatement of fact or
omit to state any material fact necessary to make the statements therein (if
taken as a whole), in the light of the circumstances under which they were made,
not misleading.

                  (b) The Projections have been prepared in good faith based
upon assumptions believed by the Borrower to be reasonable as of (i) the date
hereof and (ii) the date such Projections were furnished to the Lenders.

<PAGE>

                                                                              52

                  SECTION 3.12. Subsidiaries. Holdings does not have any
subsidiaries other than the Borrower and the Subsidiaries. Schedule 3.12 sets
forth the name of, and the ownership interest of the Borrower in, each
Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in
each case as of the Effective Date.

                  SECTION 3.13. Insurance. Schedule 3.13 sets forth a
description of all insurance maintained by or on behalf of the Borrower and the
Subsidiaries as of the Effective Date. As of the Effective Date, all premiums
due and payable in respect of such insurance have been paid. The Borrower
believes that the insurance maintained by or on behalf of the Borrower and the
Subsidiaries is consistent with the insurance customarily maintained by
similarly situated companies.

                  SECTION 3.14. Labor Matters. As of the Effective Date, there
are no strikes, lockouts or slowdowns against Holdings, the Borrower or any
Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened.
The hours worked by and payments made to employees of Holdings, the Borrower and
the Subsidiaries have not been in violation of the Fair Labor Standards Act or
any other applicable Federal, state, local or foreign law dealing with such
matters. All payments due from Holdings, the Borrower or any Subsidiary, or for
which any claim may be made against Holdings, the Borrower or any Subsidiary, on
account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of Holdings, the Borrower
or such Subsidiary. The consummation of the Transactions and the Bond
Refinancing will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which Holdings, the Borrower or any Subsidiary is bound.

                  SECTION 3.15. Solvency. Immediately after the consummation of
the Bond Refinancing, the Transactions and the other transactions to occur on
the Effective Date and immediately following the making of each Loan made on the
Effective Date and after giving effect to the application of the proceeds of
such Loans, (a) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise, (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured, (c)
each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured and (d) each Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted following the Effective Date.

                  SECTION 3.16. Senior Indebtedness. The Obligations constitute
"Senior Indebtedness" under and as defined in the Subordinated Debt Documents.

                  SECTION 3.17. Margin Regulations. Neither Holdings, the
Borrower nor any Subsidiary is engaged principally, or as one of its primary
activities, in the business of extending credit for the purpose of purchasing or
carrying "Margin Stock" as

<PAGE>

                                                                              53

defined in Regulation U of the Board and neither Holdings, the Borrower nor any
Subsidiary will use the proceeds of any Loan in a manner that violates any
provisions of Regulation T, U or X of the Board.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include facsimile
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received a favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of each of (i) Squire, Sanders & Dempsey
         L.L.P., counsel for the Borrower, substantially in the form of Exhibit
         E-1 and (ii) local counsel in each jurisdiction where a Mortgaged
         Property is located, substantially in the form of Exhibit E-2, and, in
         the case of each such opinion required by this paragraph, covering such
         other matters relating to the Loan Parties, the Loan Documents, the
         Transactions and, if the Borrower consummates the Bond Refinancing, the
         Bond Refinancing, as the Administrative Agent shall reasonably request.
         Each of Holdings and the Borrower hereby requests such counsel to
         deliver such opinions.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Loan Party, the authorization of the Transactions and,
         if the Borrower consummates the Bond Refinancing, the Bond Refinancing,
         and any other legal matters relating to the Loan Parties, the Loan
         Documents, the Transactions and, if the Borrower consummates the Bond
         Refinancing, the Bond Refinancing, all in form and substance
         satisfactory to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by the President, a
         Vice President or a Financial Officer of the Borrower, confirming
         compliance with the conditions set forth in paragraphs (a), (b) and (d)
         of Section 4.02.

                  (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses (including

<PAGE>

                                                                              54

         fees, charges and disbursements of counsel) required to be reimbursed
         or paid by any Loan Party hereunder or under any other Loan Document.

                  (f) The Collateral and Guarantee Requirement shall have been
         satisfied and the Administrative Agent shall have received a completed
         Perfection Certificate dated the Effective Date and signed by an
         executive officer or Financial Officer of the Borrower, together with
         all attachments contemplated thereby, including the results of a search
         of the Uniform Commercial Code (or equivalent) filings made with
         respect to the Loan Parties in the jurisdictions contemplated by the
         Perfection Certificate and copies of the financing statements (or
         similar documents) disclosed by such search and evidence reasonably
         satisfactory to the Administrative Agent that the Liens indicated by
         such financing statements (or similar documents) are permitted by
         Section 6.02 or have been released, provided that the Loan Parties
         shall not be required to satisfy paragraph (e)(ii) of the Collateral
         and Guarantee Requirement on the Effective Date.

                  (g) The Administrative Agent shall have received evidence that
         the insurance required by Section 5.07 and the Security Documents is in
         effect.

                  (h) If the Borrower consummates the Bond Refinancing, the
         Borrower shall have (i) repurchased at least a majority of the
         Subordinated Debt pursuant to the Debt Tender Offer at prices and on
         terms and conditions reasonably satisfactory to the Administrative
         Agent and (ii) eliminated all significant negative covenants and all
         "change of control" related provisions of the Subordinated Debt
         Documents.

                  (i) If the Borrower consummates the Bond Refinancing, the
         Administrative Agent shall be satisfied with the terms and conditions
         of the Senior Debt Documents (including, but not limited to, terms and
         conditions relating to interest rates, fees, amortization, maturity,
         redemption, covenants, events of default and remedies).

                  (j) The Existing Credit Agreement shall have been terminated,
         and all loans, interest and other amounts accrued or owing thereunder
         shall have been repaid in full and all liens granted in respect thereof
         shall have been released and the terms and conditions of any such
         release shall be satisfactory to the Administrative Agent.

                  (k) The Lenders shall have received the financial statements
         set forth in subclause (y) of clause (ii) of Section 3.04(a) and
         Section 3.04(b), which financial statements shall not be materially
         inconsistent with the financial statements or forecasts previously
         provided to the Lenders. After giving effect to the Transactions and,
         if the Borrower consummates the Bond Refinancing, the Bond Refinancing,
         neither Holdings, the Borrower nor any Subsidiary shall have
         outstanding any shares of preferred Equity Interests or any
         Indebtedness, except (i) Indebtedness incurred under the Loan
         Documents, (ii) the Subordinated Debt

<PAGE>

                                                                              55

         not tendered in the Debt Tender Offer, (iii) the Senior Debt, if any,
         (iv) the Existing Preferred Stock, (v) the Permitted Receivables
         Financing, (vi) the Industrial Revenue Bonds and (vii) the Indebtedness
         set forth in Schedule 6.01. The aggregate amount of fees and expenses
         (including underwriting discounts and commissions) payable or otherwise
         borne by Holdings, the Borrower and the Subsidiaries in connection with
         the Transactions shall not exceed $10,000,000.

                  (l) The Lenders shall be reasonably satisfied in all respects
         with (i) the tax position and the contingent tax and other liabilities
         of, and with any tax sharing arrangements among, Holdings, the Borrower
         and the Subsidiaries after giving effect to the Transactions, the Bond
         Refinancing and the other transactions contemplated hereby.

                  (m) There shall be no litigation, arbitration, or
         administrative proceeding or consent decree that could reasonably be
         expected to have a material adverse effect on the (i) business,
         operations, properties, assets, condition (financial or otherwise),
         liabilities (including contingent liabilities), prospects,
         capitalization or material agreements of Holdings, the Borrower and the
         Subsidiaries, taken as a whole, after giving effect to the
         Transactions, the other transactions contemplated hereby and, if the
         Borrower consummates the Bond Refinancing, the Bond Refinancing or (ii)
         ability of the parties to consummate the Transactions, the other
         transactions contemplated hereby and, if the Borrower consummates the
         Bond Refinancing, the Bond Refinancing.

                  (n) All requisite material governmental authorities and third
         parties shall have approved or consented to the Transactions and, if
         the Borrower consummates the Bond Refinancing, the Bond Refinancing, to
         the extent required, all applicable waiting or appeal periods shall
         have expired and there shall be no governmental or judicial action that
         could reasonably be expected to restrain or prevent the Transactions
         and, if the Borrower consummates the Bond Refinancing, the Bond
         Refinancing, and the Administrative Agent shall have received copies of
         such approvals and consents, in each case certified by a Financial
         Officer as complete and correct.

                  (o) The Lenders shall have received a certificate of a
         Financial Officer of the Borrower with respect to the pro forma
         Consolidated EBITDA of the Borrower and the Subsidiaries for the
         twelve-month period ending May 31, 2003, and such pro forma
         Consolidated EBITDA shall not be less than $99,700,000.

                  (p) The Borrower has received final senior secured credit
         ratings from each of Moody's and S&P, giving pro forma effect to the
         Transactions and the Bond Refinancing, which ratings shall be at least
         B2 and B+, respectively, from such agencies.

                  (q) Holdings shall have amended, in a manner reasonably
         satisfactory to the Administrative Agent, the Certificate of
         Designations to permit the limitation on payments of Preferred
         Dividends set forth in Section 6.08(a) and to permit

<PAGE>

                                                                              56

         Holdings to be a party hereto. The Administrative Agent shall have
         received a copy of such amendment, certified by a Financial Officer as
         complete and correct.

                  (r) The consummation of the Transactions, the Bond Refinancing
         and the other transactions contemplated hereby shall not (i) violate
         any applicable law, statute, rule or regulation or (ii) conflict with,
         or result in a default or event of default under, any material
         agreement of the Borrower or any Subsidiary after giving effect to the
         Transactions and the Bond Refinancing.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 5:00 p.m., New York City time, on September 30, 2003 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

                  (a) The representations and warranties of each Loan Party set
         forth in the Loan Documents shall be true and correct (or, in the case
         of such representations and warranties that are not qualified as to
         materiality, true and correct in all material respects) on and as of
         the date of such Borrowing or the date of issuance, amendment, renewal
         or extension of such Letter of Credit, as applicable.

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

                  (c) The Administrative Agent shall have received a notice of
         such Borrowing as required by Section 2.03 or, in the case of the
         issuance, amendment, extension or renewal of a Letter of Credit, the
         Issuing Bank and the Administrative Agent shall have received a notice
         requesting the issuance, amendment, extension or renewal of such Letter
         of Credit as required by Section 2.05(b).

                  (d) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, the aggregate amount of cash and cash
         equivalents on hand of Holdings, the Borrower and the Subsidiaries, net
         of checks issued but not paid, shall be less than $25,000,000.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by Holdings
and the

<PAGE>

                                                                              57

Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and (d) of this Section.

                                   ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated, the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Holdings and the
Borrower covenants and agrees with the Lenders that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent (for distribution to each
Lender):

                  (a) within 90 days after the end of each fiscal year of
         Holdings, its audited consolidated balance sheet and related statements
         of operations, equity holders' equity and cash flows as of the end of
         and for such year, setting forth in each case in comparative form the
         figures for the previous fiscal year, all reported on by Deloitte &
         Touche LLP or other independent public accountants of recognized
         national standing to the effect that such consolidated financial
         statements present fairly in all material respects the financial
         condition and results of operations of Holdings and its consolidated
         Subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied;

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of Holdings, its consolidated
         balance sheet and related statements of operations, equity holders'
         equity and cash flows as of the end of and for such fiscal quarter and
         the then elapsed portion of the fiscal year, setting forth in each case
         in comparative form the figures for the corresponding period or periods
         of (or, in the case of the balance sheet, as of the end of) the
         previous fiscal year, all certified by a Financial Officer as
         presenting fairly in all material respects the financial condition and
         results of operations of Holdings and its consolidated subsidiaries on
         a consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end adjustments and the absence of footnotes;

                  (c) within 30 days after the end of each of the first two
         fiscal months of each fiscal quarter of Holdings, its consolidated
         balance sheet and related statements of operations, equity holders'
         equity and cash flows as of the end of and for such fiscal month and
         the then elapsed portion of the fiscal year, all certified by a
         Financial Officer as presenting in all material respects the financial
         condition and results of operations of Holdings and its consolidated
         subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied, subject to normal quarter-end adjustments and the
         absence of footnotes;

<PAGE>

                                                                              58

                  (d) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer (i)
         certifying as to whether a Default has occurred and, if a Default has
         occurred, specifying the details thereof and any action taken or
         proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Sections
         6.12, 6.13, 6.14 and 6.15 and (iii) stating whether any change in GAAP
         or in the application thereof applicable to the Borrower has occurred
         since the date of the Borrower's audited financial statements referred
         to in Section 3.04 and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         certificate;

                  (e) concurrently with any delivery of financial statements
         under clause (a) above, (i) a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default (which certificate may be limited to the
         extent required by accounting rules or guidelines) and (ii) a
         certificate of a Financial Officer setting forth a reasonably detailed
         calculation of Excess Cash Flow for such fiscal year;

                  (f) within 30 days after the commencement of each fiscal year
         of the Borrower, a reasonably detailed consolidated budget for such
         fiscal year (including a projected consolidated balance sheet and
         related statements of projected operations and cash flow as of the end
         of and for such fiscal year and setting forth the assumptions used for
         purposes of preparing such budget) and, promptly when available, any
         significant revisions of such budget;

                  (g) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by Holdings, the Borrower or any Subsidiary with the Securities
         and Exchange Commission, or any Governmental Authority succeeding to
         any or all of the functions of said Commission, or with any national
         securities exchange, or distributed by Holdings to its shareholders
         generally, as the case may be; and

                  (h) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of Holdings, the Borrower or any Subsidiary, or compliance
         with the terms of any Loan Document, as the Administrative Agent or any
         Lender may reasonably request.

                  SECTION 5.02. Notices of Material Events. Holdings and the
Borrower will furnish to the Administrative Agent (for distribution to the
Lenders) prompt written notice of the following (and in any event within three
Business Days following the discovery by Holdings, the Borrower or any
Subsidiary of the following):

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         (including in respect of the

<PAGE>

                                                                              59

         Confirmation Order, the Plan of Reorganization or the Permanent
         Injunction) against or affecting Holdings, the Borrower or any
         Affiliate thereof as to which there is a reasonable possibility of an
         adverse determination that, if adversely determined, could reasonably
         be expected to result in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of Holdings, the Borrower, the
         Subsidiaries or any of the Borrower's ERISA Affiliates in an aggregate
         amount exceeding $5,000,000; and

                  (d) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower describing in
reasonable detail of the event or development requiring such notice and any
action taken or proposed to be taken with respect thereto.

                  SECTION 5.03. Information Regarding Collateral. (a) The
Borrower will furnish to the Administrative Agent prompt written notice of any
change (i) in any Loan Party's corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of any Loan Party's chief executive office, its
principal place of business, any office in which it maintains books or records
relating to Collateral owned by it or any office or facility at which Collateral
owned by it is located (including the establishment of any such new office or
facility), (iii) in any Loan Party's identity or corporate structure or (iv) in
any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not
to effect or permit any change referred to in the preceding sentence unless all
necessary filings have been made under the Uniform Commercial Code or otherwise
that are required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral. The Borrower also agrees promptly to notify the
Administrative Agent if any material portion of the Collateral is damaged or
destroyed.

                  (b) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to Section
5.01(a), the Borrower shall deliver to the Administrative Agent a certificate of
a Financial Officer of the Borrower setting forth the information required
pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that
there has been no change in such information since the date of the Perfection
Certificate delivered on the Effective Date or the date of the most recent
certificate delivered pursuant to this Section.

                  SECTION 5.04. Existence; Conduct of Business. Each of Holdings
and the Borrower will, and will cause each Subsidiary to, do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its
legal existence and the rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names material to the conduct of its
business; provided that the foregoing shall not

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                                                                              60

prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.

                  SECTION 5.05. Payment of Obligations. Each of Holdings and the
Borrower will, and will cause each Subsidiary to, pay its Indebtedness and other
material obligations, including Tax liabilities, before the same shall result in
a default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) Holdings, the Borrower or such
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP, (c) such contest effectively suspends collection of the
contested obligation and the enforcement of any Lien securing such obligation
and (d) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 5.06. Maintenance of Properties. Each of Holdings and
the Borrower will, and will cause each Subsidiary to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear and damage by fire or casualty excepted, and
(b) furnish to the Administrative Agent, at the expense of the Borrower, Phase I
environmental site assessment reports or updates, in form, scope and substance
reasonably acceptable to the Administrative Agent, prepared by an environmental
consulting firm reasonably acceptable to the Administrative Agent, for such
properties or operations as have been specified by the Administrative Agent;
provided that the Borrower shall not be required to reimburse the Administrative
Agent for such reports in an aggregate amount exceeding $150,000 unless an Event
of Default shall have occurred and be continuing.

                  SECTION 5.07. Insurance. Each of Holdings and the Borrower
will, and will cause each Subsidiary to, maintain, with financially sound and
reputable insurance companies (a) insurance in such amounts (with no greater
risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. The Borrower will furnish to the
Administrative Agent (for distribution to the Lenders), upon request,
information in reasonable detail as to the insurance so maintained.

                  SECTION 5.08. Casualty and Condemnation. The Borrower (a) will
furnish to the Administrative Agent (for distribution to the Lenders) prompt
written notice of any material casualty or other insured damage to any material
portion of any Collateral or the commencement of any action or proceeding for
the taking of any Collateral or any part thereof or interest therein under power
of eminent domain or by condemnation or similar proceeding and (b) will ensure
that the Net Proceeds of any such event (whether in the form of insurance
proceeds, condemnation awards or otherwise) are collected and applied in
accordance with the applicable provisions of the Security Documents.

                  SECTION 5.09. Books and Records. Each of Holdings and the
Borrower will, and will cause each Subsidiary to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its

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business and activities. Each of Holdings and the Borrower will, and will cause
each Subsidiary to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice and during reasonable business
hours, to visit and inspect its properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and as
often as reasonably requested.

                  SECTION 5.10. Compliance with Laws. Each of Holdings and the
Borrower will, and will cause each Subsidiary to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.11. Use of Proceeds and Letters of Credit. The
proceeds of the Tranche B Term Loan will be used only to consummate the
Transactions and, if the Borrower consummates the Bond Refinancing, the Bond
Refinancing, and to pay fees and expenses payable in connection with the
Transactions. The proceeds of the Revolving Loans will be used only (i) to pay
fees and expenses payable in connection with the Transactions and, if the
Borrower consummates the Bond Refinancing, the Bond Refinancing, on the
Effective Date and (ii) for general corporate purposes of the Borrower and the
Subsidiary Loan Parties. The proceeds of Swingline Loans will be used for
general corporate purposes. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of
Regulations T, U and X of the Board. Letters of Credit will be issued only to
support obligations of the Borrower and the Subsidiary Loan Parties incurred for
general corporate purposes.

                  SECTION 5.12. Additional Subsidiaries. If any additional
Subsidiary is formed or acquired (or any Inactive Subsidiary that would
otherwise be a Loan Party ceases to be a Inactive Subsidiary) after the
Effective Date, the Borrower will, within three Business Days after such
Subsidiary is formed or acquired, notify the Administrative Agent and the
Lenders thereof and cause the Collateral and Guarantee Requirement to be
satisfied with respect to Subsidiary (if it is a Subsidiary Loan Party) and with
respect to any Equity Interests in or Indebtedness of such Subsidiary owned by
or on behalf of any Loan Party; provided, however, that to the extent that such
Subsidiary is created solely for the purpose of consummating a Permitted
Acquisition, such Subsidiary shall not be required to cause the Collateral and
Guarantee Requirement to be satisfied until such Permitted Acquisition is
consummated.

                  SECTION 5.13. Further Assurances. (a) Each of Holdings and the
Borrower will, and will cause each Subsidiary Loan Party to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents),
which may be required under any applicable law, or which the Administrative
Agent or the Required Lenders may reasonably request, to cause the Collateral
and Guarantee Requirement to be and remain satisfied, all at the expense of the
Loan Parties.
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                                                                              62

                  (b) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by the Borrower or
any Subsidiary Loan Party after the Effective Date (other than assets
constituting Collateral under the Collateral Agreement that become subject to
the Lien of the Collateral Agreement upon acquisition thereof), the Borrower
will notify the Administrative Agent and the Lenders thereof, and, if requested
by the Administrative Agent or the Required Lenders, the Borrower will cause
such assets to be subjected to a Lien securing the Obligations and will take,
and cause the Subsidiary Loan Parties to take, such actions as shall be
necessary to grant and perfect such Liens, including actions described in
paragraph (a) of this Section, all at the expense of the Loan Parties.

                  (c) As promptly as practicable, and in any event no later than
30 days following the Effective Date (unless the Administrative Agent agrees, in
its sole discretion, to an extension), the Borrower shall deliver to the
Administrative Agent a policy or policies of title insurance issued by a
nationally recognized title insurance company insuring the Lien of each Mortgage
executed on the Effective Date as a valid first Lien on the Mortgaged Property
described therein, free of any other Liens except as expressly permitted by
Section 6.02, together with such endorsements, coinsurance and reinsurance as
the Administrative Agent or the Required Lenders may reasonably request.

                  SECTION 5.14. Interest Rate Protection. As promptly as
practicable, and in any event within 90 days after the Effective Date, the
Borrower will, to the extent necessary, enter into, and thereafter for a period
of not less than three years will maintain in effect, one or more Swap
Agreements on such terms and with such parties as shall be reasonably
satisfactory to the Administrative Agent, such that at least 40% of the
outstanding principal amount of Long-Term Indebtedness of the Borrower and the
Subsidiaries will bear interest at a fixed or limited rate or the interest cost
in respect of which will be fixed or limited.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated, the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, all Letters of Credit have expired or terminated and all LC
Disbursements have been reimbursed, each of Holdings and the Borrower covenants
and agrees with the Lenders that:

                  SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Indebtedness, except:

                  (i) Indebtedness created under the Loan Documents;

                  (ii) the Subordinated Debt;

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                                                                              63

                  (iii) the Senior Debt, to the extent issued in connection with
         the Debt Tender Offer;

                  (iv) Indebtedness existing on the date hereof and set forth in
         Schedule 6.01, and extensions, renewals and replacements of any such
         Indebtedness that do not increase the outstanding principal amount
         thereof or result in an earlier maturity date or decreased weighted
         average life thereof;

                  (v) Indebtedness of the Borrower to any Subsidiary and of any
         Subsidiary to the Borrower or any other Subsidiary; provided that (A)
         Indebtedness of any Subsidiary that is not a Loan Party to the Borrower
         or any Subsidiary Loan Party shall be subject to clause (ii) of the
         proviso to Section 6.04(d) or Section 6.04(l) and (B) Indebtedness of
         the Borrower or any other Loan Party to any Subsidiary that is not a
         Loan Party shall be subordinated to the Obligations on terms reasonably
         satisfactory to the Administrative Agent;

                  (vi) Guarantees by the Borrower of Indebtedness of any
         Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any
         other Subsidiary; provided that Guarantees by the Borrower or any
         Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a
         Loan Party shall be subject to Section 6.04(f);

                  (vii) Indebtedness of the Borrower or any Subsidiary incurred
         to finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof, and extensions, renewals and replacements of any such
         Indebtedness that do not increase the outstanding principal amount
         thereof or result in an earlier maturity date or decreased weighted
         average life thereof; provided that (A) such Indebtedness is incurred
         prior to or within 90 days after such acquisition or the completion of
         such construction or improvement and (B) the aggregate principal amount
         of Indebtedness permitted by this clause (vii) shall not exceed
         $15,000,000 at any time outstanding;

                  (viii) Indebtedness of any Person that becomes a subsidiary
         after the date hereof; provided that (A) such Indebtedness exists at
         the time such Person becomes a Subsidiary and is not created in
         contemplation of or in connection with such Person becoming a
         Subsidiary and (B) the aggregate principal amount of Indebtedness
         permitted by this clause (viii) shall not exceed $15,000,000 at any
         time outstanding;

                  (ix) surety and appeal bonds, performance and return-of-money
         bonds and other similar obligations incurred in the ordinary course of
         business of the Borrower or any Subsidiary (exclusive of obligations in
         respect of the payment for borrowed money) and accrued expenses
         incurred in the ordinary course of business of the Borrower or any
         Subsidiary;

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                                                                              64

                  (x) Indebtedness of Foreign Subsidiaries to lenders in
         jurisdictions outside the United States; provided that the aggregate
         principal amount of all such Indebtedness incurred after the Effective
         Date shall not exceed $15,000,000 at any time outstanding;

                  (xi) Indebtedness of the Borrower or any Subsidiary under any
         Swap Agreement permitted pursuant to Section 6.07;

                  (xii) Indebtedness under the Permitted Receivables Financing;

                  (xiii) other unsecured Indebtedness in an aggregate principal
         amount not exceeding $5,000,000 at any time outstanding; provided that
         the aggregate principal amount of Indebtedness of the Subsidiaries that
         are not Subsidiary Loan Parties permitted by this clause (xiii) shall
         not exceed $2,500,000 at any time outstanding;

                  (xiv) earn-outs, indemnities and purchase price adjustments
         pursuant to a Permitted Acquisition;

                  (xv) the BV Loans; and

                  (xvi) the EPTEC loans.

                  (b) Holdings will not create, incur, assume or permit to exist
any Indebtedness except Indebtedness created under the Loan Documents and a
Guarantee of the Senior Debt as set forth in the Senior Debt Documents.

                  (c) Neither Holdings nor the Borrower will, nor will they
permit any Subsidiary to, issue any preferred Equity Interests, except Holdings
may issue Refinancing Preferred Stock to refinance outstanding Existing
Preferred Stock.

                  SECTION 6.02. Liens. (a) The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

                  (i) Liens created under the Loan Documents;

                  (ii) Permitted Encumbrances;

                  (iii) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the date hereof and set forth in Schedule 6.02;
         provided that (A) such Lien shall not apply to any other property or
         asset of the Borrower or any Subsidiary and (B) such Lien shall secure
         only those obligations which it secures on the date hereof and
         extensions, renewals and replacements thereof that do not increase the
         outstanding principal amount thereof;

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                                                                              65

                  (iv) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (A) such Lien is not created in contemplation of or in
         connection with such acquisition or such Person becoming a Subsidiary,
         as the case may be, (B) such Lien shall not apply to any other property
         or assets of the Borrower or any Subsidiary and (C) such Lien shall
         secure only those obligations which it secures on the date of such
         acquisition or the date such Person becomes a Subsidiary, as the case
         may be, and extensions, renewals and replacements thereof that do not
         increase the outstanding principal amount thereof;

                  (v) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Subsidiary; provided that (A) such
         security interests secure Indebtedness permitted by clause (vii) of
         Section 6.01(a), (B) such security interests and the Indebtedness
         secured thereby are incurred prior to or within 90 days after such
         acquisition or the completion of such construction or improvement, (C)
         the Indebtedness secured thereby does not exceed 100% of the cost of
         acquiring, constructing or improving such fixed or capital assets and
         (D) such security interests shall not apply to any other property or
         assets of the Borrower or any Subsidiary;

                  (vi) Liens created under the Permitted Receivables Documents;
         and

                  (vii) Liens on any property or assets of any Foreign
         Subsidiary securing Indebtedness permitted by clause (x) of Section
         6.01(a).

                  (b) Holdings will not create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect thereof, except Liens created under the Collateral Agreement and
Permitted Encumbrances.

                  SECTION 6.03. Fundamental Changes. (a) Neither Holdings nor
the Borrower will, nor will they permit any Subsidiary to, merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing, (i) any Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any entity
may merge into any Subsidiary in a transaction in which the surviving entity is
a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a
Subsidiary Loan Party, (iii) any Subsidiary (other than a Subsidiary Loan Party)
may liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders and (iv) the Borrower or any
Subsidiary may merge into another entity created solely for changing the
jurisdiction of incorporation of the Borrower or such Subsidiary to another
State of the United States of America; provided that any such merger involving a
Person

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                                                                              66

that is not a wholly-owned Subsidiary immediately prior to such merger shall not
be permitted unless also permitted by Section 6.04.

                  (b) The Borrower will not, and will not permit any Subsidiary
to, engage to any material extent in any business other than businesses of the
type conducted by the Borrower and such Subsidiary on the date of execution of
this Agreement and businesses reasonably related thereto.

                  (c) Holdings will not engage in any business or activity,
except (i) the ownership of all the outstanding Equity Interests of the
Borrower, (ii) the performance of its obligations under the Loan Documents,
(iii) the performance of its obligations related to the Existing Preferred
Stock, (iv) the maintenance of its existence and compliance with laws, (v) other
activities that are permitted by this Agreement (including the payment of
Preferred Dividends to the extent permitted by clause (vi) of Section 6.08(a)
and the issuance of preferred Equity Interests to the extent permitted by
Section 6.01(c)) and (vi) legal, tax and accounting matters in connection with
any of the foregoing activities. Holdings will not own or acquire any assets
(other than the Equity Interests of the Borrower, cash and Permitted
Investments) or incur any liabilities (other than liabilities under the Loan
Documents, liabilities imposed by law, including tax liabilities, and other
liabilities incidental to its existence and permitted business and activities).

                  SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a wholly-owned Subsidiary prior to such merger) any Equity Interests in
or evidences of indebtedness or other securities (including any option, warrant
or other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

                  (a) Permitted Acquisitions; provided that the amount of cash
         expenditures (which shall be, other than those made from new equity
         contributions to the Borrower, deemed to include the principal amount
         of any assumed Indebtedness and any amounts paid in respect of
         earn-outs, indemnities and purchase price adjustments related thereto
         (which, in the case of earn-outs and purchase price adjustments, shall
         be determined as of the date of the closing of such Permitted
         Acquisition using projections for the acquired business prepared in
         good faith based upon assumptions believed by the Borrower to be
         reasonable as of such date)) on (i) any single Permitted Acquisition
         shall not exceed $5,000,000 and (ii) all Permitted Acquisitions shall
         not exceed $25,000,000 in the aggregate during the term of this
         Agreement, which amounts shall be increased by (A) $14,000,000 and (B)
         the amount of Net Proceeds applied to Permitted Acquisitions pursuant
         to Section 2.11(c);

                  (b) Permitted Investments;

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                                                                              67

                  (c) investments existing on the date hereof and set forth on
         Schedule 6.04;

                  (d) investments by the Borrower and the Subsidiaries in Equity
         Interests in their respective subsidiaries; provided that (i) any such
         Equity Interests held by a Loan Party shall be pledged pursuant to the
         Collateral Agreement (subject to the limitations applicable to Equity
         Interests of a Foreign Subsidiary referred to in paragraph (b) of the
         definition of the term "Collateral and Guarantee Requirement") and (ii)
         the aggregate amount of investments by Loan Parties in, and loans and
         advances by Loan Parties to, and Guarantees by Loan Parties of
         Indebtedness of, subsidiaries that are not Loan Parties shall not
         exceed (A) $4,000,000 in any fiscal year and (B) $10,000,000 in the
         aggregate during the term of this Agreement plus, in each case, an
         amount equal to any repayments, interest, returns, profits,
         distributions, income and similar amounts actually received in cash in
         respect of any such investment (which amount shall not exceed the
         amount of such investment valued at cost at the time such investment
         was made);

                  (e) loans or advances made by the Borrower to any subsidiary
         and made by any Subsidiary to the Borrower or any other subsidiary;
         provided that (i) any such loans and advances made by a Loan Party
         shall be evidenced by a promissory note pledged pursuant to the
         Collateral Agreement and (ii) the amount of such loans and advances
         made by Loan Parties to subsidiaries that are not Loan Parties shall be
         subject to the limitation set forth in clause (ii) of the proviso to
         Section 6.04(d);

                  (f) Guarantees constituting Indebtedness permitted by Section
         6.01; provided that (i) a Subsidiary shall not Guarantee the
         Subordinated Debt or the Senior Debt, if any, unless (A) such
         Subsidiary also has Guaranteed the Obligations pursuant to the
         Collateral Agreement and (B) such Guarantee of the Subordinated Debt is
         subordinated to such Guarantee of the Obligations on terms no less
         favorable to the Lenders than the subordination provisions of the
         Subordinated Debt, and (ii) the aggregate principal amount of
         Indebtedness of Subsidiaries that are not Loan Parties that is
         Guaranteed by any Loan Party shall be subject to the limitation set
         forth in clause (ii) of the proviso to Section 6.04(d);

                  (g) investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) investments arising as a result of the Permitted
         Receivables Financing;

                  (i) receivables owing to the Borrower or any Subsidiary if
         created or acquired in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms;

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                                                                              68

                  (j) Swap Agreements entered into in compliance with Section
         6.07;

                  (k) loans and advances by the Borrower and the Subsidiaries to
         employees or directors of the Borrower and the Subsidiaries for moving
         and travel expenses and other similar expenses, in each case incurred
         in the ordinary course of business, in an aggregate principal amount
         not to exceed $1,000,000 at any time outstanding (determined without
         regard to any write-downs or write-offs of such loans and advances);

                  (l) other loans, advances, Guarantees and investments in an
         aggregate amount, as valued at cost at the time each such loan,
         advance, Guarantee or investment is made, not exceeding $15,000,000 in
         the aggregate for all such loans, advances, Guarantees or investments
         made from and after the Effective Date plus an amount equal to any
         repayments, interest, returns, profits, distributions, income and
         similar amounts actually received in cash in respect of any such loan,
         advance, Guarantee or investment (which amount shall not exceed the
         amount of such loan, advance, Guarantee or investment valued at cost at
         the time such investment was made); and

                  (m) the EPTEC loans.

                  SECTION 6.05. Asset Sales. The Borrower will not, and will not
permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any
asset, including any Equity Interests owned by it, nor will the Borrower permit
any Subsidiary to issue any additional Equity Interests in such Subsidiary,
except:

                  (a) sales of inventory, used or surplus equipment or real
         property and Permitted Investments in the ordinary course of business;

                  (b) sales, transfers and dispositions to the Borrower or a
         wholly-owned Subsidiary; provided that any such sales, transfers or
         dispositions involving a Subsidiary that is not a Loan Party shall be
         made in compliance with Section 6.09;

                  (c) sales, transfers and other dispositions of assets (other
         than less than all the Equity Interests in a Subsidiary) that are not
         permitted by any other clause of this Section; provided that the
         aggregate fair market value of all assets sold, transferred or
         otherwise disposed of in reliance upon this clause (c) shall not exceed
         $25,000,000 during any fiscal year of the Borrower; and

                  (d) sales of accounts receivable and related assets pursuant
         to the Permitted Receivables Financing;

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by Section 6.05 (b)) (i) shall be made for
fair value and (ii) at least 80% of the total consideration received at the
closing of such sale, transfer, lease or disposition shall consist of cash and
at least 80% of the total consideration received after taking into account all
final purchase price adjustments and/or contingent payments

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                                                                              69

(including working capital adjustment or earn-out provisions) expressly
contemplated by the transaction documents, when received shall consist of cash.

                  SECTION 6.06. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any Subsidiary to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred.

                  SECTION 6.07. Swap Agreements. The Borrower will not, and will
not permit any Subsidiary to, enter into any Swap Agreement, other than (a) Swap
Agreements required by Section 5.14 and (b) Swap Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of
its liabilities.

                  SECTION 6.08. Restricted Payments; Certain Payments of
Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit
any Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except (i) Holdings may declare and pay dividends with
respect to its capital stock payable solely in additional shares of its common
stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to
their capital stock, (iii) the Borrower may pay management fees to Granaria or
any of its Affiliates in an aggregate amount not to exceed $1,750,000 during any
fiscal year and reimburse Granaria or any of its Affiliates for their reasonable
out-of-pocket expenses relating to their management of Holdings, (iv) the
Borrower or any Subsidiary may make Restricted Payments, in an aggregate amount
not to exceed $1,000,000 during any fiscal year, pursuant to and in accordance
with the stock plans of employees or directors who terminate their employment
with the Borrower or such Subsidiary, (v) the Borrower may make Restricted
Payments to Holdings at such times and in such amounts as shall be necessary to
permit Holdings to (A) pay Preferred Dividends to the extent permitted by clause
(vi) of this Section 6.08(a) and (B) discharge its permitted liabilities (other
than in respect of the Existing Preferred Stock or Refinancing Preferred Stock)
during any fiscal year and (vi) Holdings may (1) make Restricted Payments for
the purpose of purchasing, redeeming or refinancing the Existing Preferred Stock
solely with the proceeds of Refinancing Preferred Stock issued pursuant to
Section 6.01(c) or common Equity Interests (it being understood and agreed that
any shares of Existing Preferred Stock purchased or redeemed pursuant to this
clause (vi) shall immediately be canceled by the Borrower) and (2) declare and
pay Preferred Dividends, provided that, immediately prior to and immediately
after giving effect to such payment of Preferred Dividends, (x) no Default shall
have occurred or be continuing as of such date and (y) the Leverage Ratio shall
not exceed 3.00 to 1.00 as of such date.

                  (b) Neither Holdings nor the Borrower will, nor will they
permit any Subsidiary to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Indebtedness, or
any payment or other distribution (whether in cash,

<PAGE>

                                                                              70

securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any Indebtedness, except:

                  (i) payment of Indebtedness created under the Loan Documents;

                  (ii) payment of regularly scheduled interest and principal
         payments as and when due in respect of any Indebtedness, other than
         payments in respect of the Subordinated Debt prohibited by the
         subordination provisions thereof;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01;

                  (iv) payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness;

                  (v) payments in respect of the repurchase of Subordinated Debt
         that remains outstanding after the Effective Date (it being understood
         and agreed that any Subordinated Debt purchased pursuant to this clause
         (v) shall immediately be canceled by the Borrower);

                  (vi) prepayment of the Industrial Revenue Bonds;

                  (vii) prepayment of BV Loans in an aggregate principal amount
         of up to $5,000,000; provided that no Event of Default shall have
         occurred and be continuing; and

                  (viii) payments in respect of any Permitted Receivables
         Financing in accordance with the terms of the Permitted Receivables
         Documents.

                  SECTION 6.09. Transactions with Affiliates. Neither Holdings
nor the Borrower will, nor will they permit any Subsidiary to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the
ordinary course of business that do not involve Holdings and are at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and the Subsidiary Loan Parties
not involving any other Affiliate, (c) any Restricted Payment permitted by
Section 6.08, (d) any sale, transfer or disposition by a Loan Party to another
Loan Party pursuant to Section 6.05(b) and (e) the EPTEC loans.

                  SECTION 6.10. Restrictive Agreements. Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of Holdings,
the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other

<PAGE>

                                                                              71

Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Loan Document, Subordinated Debt Documents or Senior
Debt Documents, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.10 (but shall
apply to any amendment or modification expanding the scope of any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the
assignment thereof.

                  SECTION 6.11. Amendment of Material Documents. Neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend or
modify, or permit the amendment or modification of, any provision of (a) any
Subordinated Debt Documents, (b) its certificate of incorporation, by-laws or
other organizational documents, (c) any Senior Debt Document, (d) the
Certificate of Designation, (e) the Permitted Receivables Documents, (f) the
Industrial Revenue Bonds, (g) the Confirmation Order, (h) the Plan of
Reorganization or (i) the Permanent Injunction, other than amendments or
modifications that are not in any manner materially adverse to Lenders and that
do not affect the subordination provisions thereof (if any) in a manner adverse
to the Lenders.

                  SECTION 6.12. Interest Expense Coverage Ratio. The Borrower
will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash
Interest Expense for any period of four consecutive fiscal quarters ending on
any fiscal quarter end during any period set forth below, to be less than the
ratio set forth below opposite such period:

<TABLE>
<CAPTION>
         Period                                                 Ratio
         ------                                                 -----
<S>                                                         <C>
August 31, 2003 to and                                      2.25 to 1.00
including August 31, 2004

September 1, 2004 to and                                    2.35 to 1.00
including August 31, 2005

September 1, 2005 to and                                    2.50 to 1.00
including August 31, 2006

September 1, 2006 to and                                    2.75 to 1.00
including August 31, 2007

September 1, 2007 and thereafter                            3.00 to 1.00
</TABLE>

<PAGE>

                                                                              72

                  SECTION 6.13. Leverage Ratio. The Borrower will not permit the
Leverage Ratio as of any fiscal quarter end during any period set forth below to
exceed the ratio set forth opposite such period:

<TABLE>
<CAPTION>
         Period                                                 Ratio
         ------                                                 -----
<S>                                                         <C>
August 31, 2003 to and                                      4.50 to 1.00
including August 31, 2004

September 1, 2004 to and                                    4.25 to 1.00
including August 31, 2005

September 1, 2005 to and                                    4.00 to 1.00
including August 31, 2006

September 1, 2006 to and                                    3.75 to 1.00
including August 31, 2007

September 1, 2007 to and                                    3.25 to 1.00
including August 31, 2008

September 1, 2008 and thereafter                            3.00 to 1.00
</TABLE>

                  SECTION 6.14. Fixed Charge Coverage Ratio. The Borrower will
not permit the ratio of (a) Consolidated EBITDA minus Capital Expenditures to
(b) Consolidated Fixed Charges, in each case for any period of four consecutive
fiscal quarters ending on any fiscal quarter end during any period set forth
below, to be less than the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
         Period                                                 Ratio
         ------                                                 -----
<S>                                                         <C>
August 31, 2003 to and                                      1.25 to 1.00
including August 31, 2004

September 1, 2004 to and                                    1.25 to 1.00
including August 31, 2005

September 1, 2005 to and                                    1.50 to 1.00
including August 31, 2006

September 1, 2006 to and                                    1.50 to 1.00
including August 31, 2007

September 1, 2007 and thereafter                            1.75 to 1.00
</TABLE>

                  SECTION 6.15. Capital Expenditures. (a) Neither Holdings nor
the Borrower will, nor will they permit any Subsidiary to, incur or make any
Capital Expenditures that would cause the aggregate amount of Capital
Expenditures made by the

<PAGE>

                                                                              73

Borrower and the Subsidiaries in any fiscal year of the Borrower to exceed
$40,000,000 in the aggregate.

                  (b) The amount of any Capital Expenditures permitted to be
made in respect of any fiscal year shall be increased by the unused amount of
Capital Expenditures that were permitted to be made during the immediately
preceding fiscal year pursuant to Section 6.15(a); provided, however, that (i)
in any fiscal year, the aggregate amount permitted to be applied to make Capital
Expenditures pursuant to this paragraph (b) shall in no event exceed $5,000,000
and (ii) Capital Expenditures in any fiscal year shall be deemed to use, first,
the amount for such fiscal year set forth in Section 6.15(a) and, second, any
amount carried forward to such fiscal year pursuant to this Section 6.15(b).

                                  ARTICLE VII

                                Events of Default

                  If any of the following events (each an "Event of Default")
shall occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or any other Loan
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of two Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of Holdings, the Borrower or any Subsidiary in or in
         connection with any Loan Document or any amendment or modification
         thereof or waiver thereunder, or in any report, certificate, financial
         statement or other document furnished pursuant to or in connection with
         any Loan Document or any amendment or modification thereof or waiver
         thereunder, shall prove to have been incorrect (or, in the case of any
         such representation or warranty that is not qualified as to
         materiality, incorrect in any material respect) when made or deemed
         made;

                  (d) Holdings or the Borrower shall fail to observe or perform
         any covenant, condition or agreement contained in Section 5.02, 5.04
         (with respect to the existence of Holdings or the Borrower) or 5.11 or
         in Article VI;

                  (e) any Loan Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in clause (a), (b) or (d) of this Article), and
         such failure shall continue

<PAGE>

                                                                              74

         unremedied for a period of 30 days after notice thereof from the
         Administrative Agent to the Borrower (which notice will be given at the
         request of any Lender);

                  (f) Holdings, the Borrower or any Subsidiary shall fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, beyond the period of
         grace, if any, provided in the instrument, agreement or other document
         evidencing or governing such Material Indebtedness;

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (with or without the giving of notice, the lapse of
         time or both) the holder or holders of any Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of Holdings, the Borrower or
         any Subsidiary or its debts, or of a substantial part of its assets,
         under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for Holdings, the Borrower or any
         Subsidiary or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 60
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;

                  (i) Holdings, the Borrower or any Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for Holdings, the Borrower or any
         Subsidiary or for a substantial part of its assets, (iv) file an answer
         admitting the material allegations of a petition filed against it in
         any such proceeding, (v) make a general assignment for the benefit of
         creditors or (vi) take any action for the purpose of effecting any of
         the foregoing;

                  (j) Holdings, the Borrower or any Subsidiary shall become
         unable, admit in writing its inability or fail generally to pay its
         debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount (that is not covered by insurance to the extent such
         insurance is provided

<PAGE>

                                                                              75

         by insurers that are solvent and have not denied payment with respect
         to any such event or condition) in excess of $5,000,000 shall be
         rendered against Holdings, the Borrower, any Subsidiary or any
         combination thereof and the same shall remain undischarged for a period
         of 60 consecutive days during which execution shall not be effectively
         stayed, or any action shall be legally taken by a judgment creditor to
         attach or levy upon any assets of Holdings, the Borrower or any
         Subsidiary to enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in liability
         of the Borrower, the Subsidiaries or the Borrower's ERISA Affiliates in
         an aggregate amount exceeding (i) $5,000,000 in any year or (ii)
         $10,000,000 for all periods;

                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on any Collateral, with the priority
         required by the applicable Security Document, except (i) as a result of
         the sale or other disposition of the applicable Collateral in a
         transaction permitted under the Loan Documents or (ii) as a result of
         the Administrative Agent's failure to maintain possession of any
         certificates representing equity interests, promissory notes or other
         instruments delivered to it under the Collateral Agreement;

                  (n) a Change in Control shall occur; or

                  (o) the Borrower or any Subsidiary shall become generally
         subject to asbestos-related claims that were otherwise enjoined as to
         the Borrower or such Subsidiary by the Permanent Injunction;

then, and in every such event (other than an event with respect to the Borrower
or any Subsidiary described in clause (h) or (i) of this Article), and at any
time thereafter during the continuance of such event, the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrower
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the
Borrower or any Subsidiary described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.

<PAGE>

                                                                              76

                  Solely for the purposes of determining whether a Default has
occurred under paragraphs (h), (i) or (j) of this Article VII, any reference in
any such clause to any Subsidiary shall be deemed not to include any Subsidiary
affected by any event or circumstance referred to in any such clause that did
not, as of the last day of the fiscal quarter of the Borrower most recently
ended, have (i) assets with a value in excess of 5% of the total assets of the
Borrower and the consolidated Subsidiaries, determined in accordance with GAAP
as set forth on the consolidated balance sheet of the Borrower as of such date
or (ii) 5% of Consolidated EBITDA; provided that if it is necessary to exclude
more than one Subsidiary from clause (h), (i) or (j) of this Article VII
pursuant to this paragraph in order to avoid an Event of Default hereunder, all
excluded Subsidiaries shall be considered to be a single consolidated Subsidiary
for purposes of determining whether the condition specified above is satisfied.

                                  ARTICLE VIII

                            The Administrative Agent

                  Each of the Lenders, the Issuing Bank and the Swingline Lender
hereby irrevocably appoints the Administrative Agent as its agent and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with Holdings, the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02(b)), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to Holdings, the
Borrower or any Subsidiary that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02(b)) or in the

<PAGE>

                                                                              77

absence of its own gross negligence or wilful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by Holdings, the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by giving the Lenders, the Issuing Bank and the Borrower at
least 30 days' notice. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor, which shall (unless an Event of Default
shall have occurred and be continuing) be reasonably acceptable to the Borrower.
If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent which shall be a bank with an office in Chicago, Illinois,
or New York City reasonably acceptable to the Borrower, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by

<PAGE>

                                                                              78

the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, as follows:

                  (a) if to Holdings or the Borrower, to it at 11201 N. Tatum
         Blvd., Suite 110, Phoenix, Arizona 85028, Attention of Chief Financial
         Officer (Facsimile No. (602) 652-9601) with a copy to: 250 E. Fifth
         Street, 5th Floor, Cincinnati, Ohio 45202, Attention of General
         Counsel, Treasurer (Facsimile No. (513) 629-2571);

                  (b) if to the Administrative Agent, Issuing Bank or Swingline
         Lender, to it at 111 West Monroe Street, Chicago, Illinois 60603,
         Attention of Mike Fitzmaurice (Facsimile No. (312) 765-8078); and

                  (c) if to any other Lender, to it at the address (or facsimile
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power

<PAGE>

                                                                              79

hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time. No
notice or demand on any Loan Party in any case shall entitle such Loan Party or
any other Loan Party to any other or further notice or demand in similar or
other circumstances.

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties that
are parties thereto, in each case with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the maturity of any Loan, or any scheduled date of
payment of the principal amount of any Tranche B Term Loan under Section 2.10,
or the required date of reimbursement of any LC Disbursement, or any date for
the payment of any interest or fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, (v) change any of the provisions of this Section or the percentage set
forth in the definition of "Required Lenders" or any other provision of any Loan
Document specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release
Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral
Agreement (except as expressly provided in the Collateral Agreement), or limit
its liability in respect of such Guarantee, without the written consent of each
Lender, (vii) release all or any substantial part of the Collateral from the
Liens created or intended to be created by the Security Documents, without the
written consent of each Lender, (viii) change any provisions of any Loan
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders holding Loans of any Class

<PAGE>

                                                                              80

differently than those holding Loans of any other Class, without the written
consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of each affected Class or (ix) require any Lender to make
available Interest Periods greater than six months to the Borrower without the
written consent of such Lender; provided further that (A) no such agreement
shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Issuing Bank or the Swingline Lender without the prior
written consent of the Administrative Agent, the Issuing Bank or the Swingline
Lender, as the case may be and (B) any waiver, amendment or modification of this
Agreement that by its terms affects the rights or duties under this Agreement of
the Revolving Lenders (but not Tranche B Lenders), or the Tranche B Lenders (but
not the Revolving Lenders) may be effected by an agreement or agreements in
writing entered into by Holdings, the Borrower and requisite percentage in
interest of the affected Class of Lenders that would be required to consent
thereto under this Section if such Class of Lenders were the only Class of
Lenders hereunder at the time. Notwithstanding the foregoing, any provision of
this Agreement may be amended by an agreement in writing entered into by
Holdings, the Borrower, the Required Lenders and the Administrative Agent (and,
if their rights or obligations are affected thereby, the Issuing Bank and the
Swingline Lender) if (i) by the terms of such agreement the Commitment of each
Lender not consenting to the amendment provided for therein shall terminate upon
the effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or
waivers of the provisions thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee, incurred

<PAGE>

                                                                              81

by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of any Loan Document or any other
agreement or instrument contemplated hereby, the performance by the parties to
the Loan Documents of their respective obligations thereunder or the
consummation of the Transactions, any other transactions contemplated hereby
and, if the Borrower consummates the Bond Refinancing, the Bond Refinancing,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or Release of Hazardous Materials on or from any Mortgaged
Property or any other property currently or formerly owned or operated by the
Borrower or any Subsidiary, or any Environmental Liability related in any way to
the Borrower or any Subsidiary, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, the Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender's pro rata share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent, the Issuing
Bank or the Swingline Lender in its capacity as such. For purposes hereof, a
Lender's "pro rata share" shall be determined based upon its share of the sum of
the total Revolving Exposures, outstanding Tranche B Term Loans and unused
Commitments at the time.

                  (d) To the extent permitted by applicable law, neither
Holdings, the Borrower nor any Subsidiary shall assert, and each hereby waives,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the Bond Refinancing, the
Transactions or any Loan or Letter of Credit or the use of the proceeds thereof.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing

<PAGE>

                                                                              82

Bank that issues any Letter of Credit), except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void) and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section. Nothing in this Agreement, express or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

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

                           (A) the Borrower; provided that, subject to Section
                  2.19, no consent of the Borrower shall be required for an
                  assignment to a Lender, a creditworthy Affiliate of a Lender,
                  a creditworthy Approved Fund or, if an Event of Default under
                  clause (a), (b), (h) or (i) of Article VII has occurred and is
                  continuing, any other assignee; and

                           (B) the Administrative Agent; provided that no
                  consent of the Administrative Agent shall be required for an
                  assignment of (1) any Commitment to an assignee that is a
                  Lender with a Commitment of the same Class immediately prior
                  to giving effect to such assignment or (2) any Tranche B Term
                  Loan to a Lender, an Affiliate of a Lender or an Approved
                  Fund.

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

                           (A) except in the case of an assignment to a Lender,
                  an Affiliate of a Lender or an Approved Fund or an assignment
                  of the entire remaining amount of the assigning Lender's
                  Commitment or Loans of any Class, the amount of the Commitment
                  or Loans of the assigning Lender subject to each such
                  assignment (determined as of the date the Assignment and
                  Assumption with respect to such assignment is delivered to the
                  Administrative Agent) shall not be less than $5,000,000 (or,
                  in the case of a Tranche B Commitment or a Tranche B Term
                  Loan, $1,000,000) unless each of the Borrower and the
                  Administrative Agent otherwise consents, provided that no such
                  consent of the Borrower shall be required if an Event of
                  Default under clause (a), (b), (h) or (i) of Article VII has
                  occurred and is continuing;

<PAGE>

                                                                              83

                           (B) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Agreement, provided
                  that this clause shall not be construed to prohibit the
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations in respect of one Class of
                  Commitments or Loans;

                           (C) the parties to each assignment shall execute and
                  deliver to the Administrative Agent an Assignment and
                  Assumption, together with a processing and recordation fee of
                  $3,500; and

                           (D) the assignee, if it shall not be a Lender, shall
                  deliver to the Administrative Agent an Administrative
                  Questionnaire.

                  For the purpose of this Section 9.04(b), the term "Approved
Fund" has the following meaning:

                  "Approved Fund" means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

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

<PAGE>

                                                                              84

shall be available for inspection by the Borrower, the Issuing Bank and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

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

                  (c) (i) Any Lender may, without the consent of the Borrower,
the Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.15 or 2.17 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.17
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.17(e) as though it were a Lender.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure the
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and

<PAGE>

                                                                              85

this Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuances of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15(d), 2.16, 2.17, 9.03, 9.12 and Article VIII
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in any number of counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and any separate letter
agreements with respect to fees payable to the Administrative Agent constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of
this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

<PAGE>

                                                                              86

                  SECTION 9.08. Right of Set-Off. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set-off and apply any and all deposits (general or special,
time or demand, provisional or final and in whatever currency denominated) at
any time held and other obligations at any time owing by such Lender or its
Affiliate to or for the credit or the account of the Borrower against any of and
all the obligations of the Borrower now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of set-off) which such Lender may
have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such State of New York or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against Holdings, the Borrower or its
properties in the courts of any jurisdiction.

                  (c) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

<PAGE>

                                                                              87

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee or pledgee of or Participant in, or any prospective assignee or pledgee
of or Participant in, any of its rights or obligations under this Agreement, (g)
with the consent of the Borrower or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, the Issuing Bank or any
Lender on a nonconfidential basis from a source other than Holdings or the
Borrower. For the purposes of this Section, "Information" means all information
received from Holdings or the Borrower relating to Holdings or the Borrower or
its business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by Holdings or the Borrower. Notwithstanding anything herein
to the contrary, any Party to this Agreement (and any employee, representative
or other agent of such Party) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
contemplated by this Agreement and all materials of any kind (including opinions
or other tax analyses) that are provided to it relating to such tax treatment
and tax structure, except that tax treatment and tax structure shall not include
the identity of any existing or future Party (or any affiliate of such Party) to
this Agreement.

<PAGE>

                                                                              88

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

<PAGE>

                                                                              89

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

                                      EAGLEPICHER HOLDINGS, INC.,

                                      by
                                         _______________________________________
                                         Name:
                                         Title:

                                      EAGLEPICHER INCORPORATED,

                                      by
                                         _______________________________________
                                         Name:
                                         Title:

                                      HARRIS TRUST AND SAVINGS
                                      BANK, individually and as
                                      Administrative Agent,

                                      by
                                         _______________________________________
                                         Name:
                                         Title:

<PAGE>

                                      SIGNATURE PAGE TO THE
                                      CREDIT AGREEMENT AMONG
                                      EAGLEPICHER INCORPORATED,
                                      EAGLEPICHER HOLDINGS, INC.,
                                      THE LENDERS PARTY THERETO,
                                      AND HARRIS TRUST AND
                                      SAVINGS BANK, AS
                                      ADMINISTRATIVE AGENT

                           Institution:____________________________

                                      by
                                         _______________________________________
                                         Name:
                                         Title:

<PAGE>

                                      SIGNATURE PAGE TO THE
                                      CREDIT AGREEMENT AMONG
                                      EAGLEPICHER INCORPORATED,
                                      EAGLEPICHER HOLDINGS, INC.,
                                      THE LENDERS PARTY THERETO,
                                      AND HARRIS TRUST AND
                                      SAVINGS BANK, AS
                                      ADMINISTRATIVE AGENT

                           Institution:____________________________

                                      by
                                         _______________________________________
                                         Name:
                                         Title:

                                      by
                                         _______________________________________
                                         Name:
                                         Title: