<PAGE>

                                                                    EXHIBIT 10.1

                    $200,000,000.00 REVOLVING CREDIT FACILITY
                            $100,000,000.00 TERM LOAN

                                CREDIT AGREEMENT

                                  by and among

                            P.H. GLATFELTER COMPANY

                                       and

                    Certain of its Subsidiaries, as Borrowers

                                       and

                        THE BANKS PARTY HERETO, as Banks

                                       and

                    PNC BANK, NATIONAL ASSOCIATION, as Agent

                                      with

         PNC CAPITAL MARKETS LLC and CREDIT SUISSE SECURITIES (USA) LLC,


                     as Joint Lead Arrangers and Bookrunners

                                       and

            CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent

                            Dated as of April 3, 2006

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
1.    CERTAIN DEFINITIONS................................................      1
      1.1     Certain Definitions........................................      1
      1.2     Construction...............................................     26
              1.2.1     Number; Inclusion................................     27
              1.2.2     Determination....................................     27
              1.2.3     Agent's Discretion and Consent...................     27
              1.2.4     Documents Taken as a Whole.......................     27
              1.2.5     Headings.........................................     27
              1.2.6     Implied References to this Agreement.............     27
              1.2.7     Persons..........................................     27
              1.2.8     Modifications to Documents.......................     28
              1.2.9     From, To and Through.............................     28
              1.2.10    Shall; Will......................................     28
      1.3     Accounting Principles......................................     28

2.    REVOLVING CREDIT AND SWING LOAN FACILITIES.........................     29
      2.1     Revolving Credit Commitments...............................     29
              2.1.1     Revolving Credit Loans...........................     29
              2.1.2     Swing Loan Commitment............................     30
      2.2     Nature of Banks' Obligations with Respect to Revolving
              Credit Loans...............................................     31
      2.3     Commitment Fees............................................     31
      2.4     Revolving Credit Loan Requests.............................     31
              2.4.1     Revolving Credit Loan Requests...................     31
              2.4.2     Swing Loan Requests..............................     32
      2.5     Making Revolving Credit Loans and Swing Loans; Revolving
              Credit Notes and Swing Notes...............................     32
              2.5.1     Making Revolving Credit Loans....................     32
              2.5.2     Making Swing Loans...............................     33
      2.6     Revolving Credit Notes.....................................     33
      2.7     Swing Loan Note............................................     33
      2.8     Borrowings to Repay Swing Loans............................     33
      2.9     Utilization of Commitments in Optional Currencies..........     34
              2.9.1     Periodic Computations of Dollar Equivalent
                        Amounts of Revolving Credit Loans and Letters of
                        Credit Outstanding...............................     34
              2.9.2     Notices From Banks That Optional Currencies Are
                        Unavailable to Fund New Loans....................     34
              2.9.3     Notices From Banks That Optional Currencies Are
                        Unavailable to Fund Renewals of the Euro-Rate
                        Option...........................................     34
              2.9.4     European Monetary Union..........................     35
</TABLE>


                                       -i-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
              2.9.5     Requests for Additional Optional Currencies......     35
      2.10    Use of Proceeds............................................     36
      2.11    Letter of Credit Subfacility...............................     36
              2.11.1    Issuance of Letters of Credit....................     36
              2.11.2    Letter of Credit Fees............................     36
              2.11.3    Disbursements, Reimbursement.....................     37
              2.11.4    Repayment of Participation Advances..............     38
              2.11.5    Documentation....................................     39
              2.11.6    Determinations to Honor Drawing Requests.........     39
              2.11.7    Nature of Participation and Reimbursement
                        Obligations......................................     39
              2.11.8    Indemnity........................................     41
              2.11.9    Liability for Acts and Omissions.................     41
      2.12    Currency Repayments........................................     42
      2.13    Optional Currency Amounts..................................     43
      2.14    Reduction of Commitment....................................     43

3.    TERM LOANS.........................................................     43
      3.1     Term Loan Commitments......................................     43
      3.2     Nature of Banks' Obligations with Respect to Term Loans....     44
      3.3     Term Loan Notes............................................     44
      3.4     Use of Proceeds............................................     44

4.    INTEREST RATES.....................................................     45
      4.1     Interest Rate Options......................................     45
              4.1.1     Interest Rate Options............................     45
              4.1.2     Rate Quotations..................................     45
      4.2     Interest Periods...........................................     46
              4.2.1     Amount of Borrowing Tranche......................     46
              4.2.2     Renewals.........................................     46
      4.3     Interest After Default.....................................     46
              4.3.1     Letter of Credit Fees, Interest Rate.............     46
              4.3.2     Other Obligations................................     46
              4.3.3     Acknowledgment...................................     46
      4.4     Euro-Rate Unascertainable; Illegality; Increased Costs;
              Deposits Not Available.....................................     47
              4.4.1     Unascertainable..................................     47
              4.4.2     Illegality; Increased Costs; Deposits Not
                        Available........................................     47
              4.4.3     Agent's and Bank's Rights........................     47
      4.5     Selection of Interest Rate Options.........................     48
</TABLE>


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
5.    PAYMENTS...........................................................     48
      5.1     Payments...................................................     48
      5.2     Pro Rata Treatment of Banks................................     49
      5.3     Interest Payment Dates.....................................     49
      5.4     Voluntary Prepayments......................................     50
              5.4.1     Right to Prepay..................................     50
              5.4.2     Replacement of a Bank............................     51
              5.4.3     Change of Lending Office.........................     51
      5.5     Mandatory Prepayments......................................     52
              5.5.1     Prepayment Events................................     52
              5.5.2     Currency Fluctuations............................     53
              5.5.3     Application Among Interest Rate Options..........     53
      5.6     Additional Compensation in Certain Circumstances...........     53
              5.6.1     Increased Costs or Reduced Return Resulting from
                        Taxes, Reserves, Capital Adequacy Requirements,
                        Expenses, Etc....................................     53
              5.6.2     Indemnity........................................     54
      5.7     Interbank Market Presumption...............................     54
      5.8     Taxes......................................................     55
              5.8.1     No Deductions....................................     55
              5.8.2     Stamp Taxes......................................     55
              5.8.3     Indemnification for Taxes Paid by a Bank.........     55
              5.8.4     Certificate......................................     56
              5.8.5     Survival.........................................     56
      5.9     Judgment Currency..........................................     56
              5.9.1     Currency Conversion Procedures for Judgments.....     56
              5.9.2     Indemnity in Certain Events......................     56
      5.10    Notes......................................................     56
      5.11    Settlement Date Procedures.................................     57

6.    REPRESENTATIONS AND WARRANTIES.....................................     57
      6.1     Representations and Warranties.............................     57
              6.1.1     Organization and Qualification...................     57
              6.1.2     Subsidiaries.....................................     57
              6.1.3     Power and Authority..............................     58
              6.1.4     Validity and Binding Effect......................     58
              6.1.5     No Conflict......................................     58
              6.1.6     Litigation.......................................     59
              6.1.7     Title to Properties..............................     59
              6.1.8     Financial Statements.............................     59
              6.1.9     Use of Proceeds; Margin Stock; Section 20
                        Subsidiaries.....................................     60
              6.1.10    Full Disclosure..................................     60
</TABLE>


                                      -iii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
              6.1.11    Taxes............................................     60
              6.1.12    Consents and Approvals...........................     61
              6.1.13    No Event of Default; Compliance with
                        Instruments......................................     61
              6.1.14    Patents, Trademarks, Copyrights, Licenses, Etc...     61
              6.1.15    Security Interests...............................     62
              6.1.16    Status of the Pledged Collateral.................     62
              6.1.17    Insurance........................................     62
              6.1.18    Compliance with Laws.............................     63
              6.1.19    Material Contracts; Burdensome Restrictions......     63
              6.1.20    Investment Companies; Regulated Entities.........     63
              6.1.21    Plans and Benefit Arrangements...................     63
              6.1.22    Employment Matters...............................     64
              6.1.23    Environmental Matters............................     65
              6.1.24    Senior Debt Status...............................     66
              6.1.25    Anti-Terrorism Laws..............................     66
      6.2     Continuation of Representations............................     67
      6.3     Updates to Schedules.......................................     67

7.    CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT............     67
      7.1     First Loans and Letters of Credit..........................     68
              7.1.1     Officer's Certificate............................     68
              7.1.2     Secretary's Certificate..........................     68
              7.1.3     Delivery of Loan Documents.......................     68
              7.1.4     Opinion of Counsel...............................     69
              7.1.5     Legal Details....................................     69
              7.1.6     Payment of Fees..................................     69
              7.1.7     Consents.........................................     69
              7.1.8     Financed Domestic Acquisition....................     69
              7.1.9     Closing Date Compliance Certificate..............     69
              7.1.10    Officer's Certificate Regarding MACs.............     70
              7.1.11    No Violation of Laws.............................     70
              7.1.12    No Actions or Proceedings........................     70
      7.2     Each Additional Loan or Letter of Credit...................     70
      7.3     Loans to Fund Acquisitions.................................     70

8.    COVENANTS..........................................................     71
      8.1     Affirmative Covenants......................................     71
              8.1.1     Preservation of Existence, Etc...................     71
              8.1.2     Payment of Liabilities, Including Taxes, Etc.....     71
</TABLE>


                                      -iv-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
              8.1.3     Maintenance of Insurance.........................     71
              8.1.4     Maintenance of Properties and Leases.............     72
              8.1.5     Maintenance of Patents, Trademarks, Etc..........     72
              8.1.6     Visitation Rights................................     72
              8.1.7     Keeping of Records and Books of Account..........     72
              8.1.8     Plans and Benefit Arrangements...................     73
              8.1.9     Compliance with Laws.............................     73
              8.1.10    Further Assurances...............................     73
              8.1.11    Anti-Terrorism Laws..............................     73
              8.1.12    Note Issue.......................................     73
              8.1.13    Covenant to Grant Liens in Pledged Collateral....     74
      8.2     Negative Covenants.........................................     75
              8.2.1     Indebtedness.....................................     76
              8.2.2     Liens............................................     77
              8.2.3     Guaranties.......................................     77
              8.2.4     Loans and Investments............................     77
              8.2.5     Dividends and Related Distributions..............     78
              8.2.6     Liquidations, Mergers, Consolidations,
                        Acquisitions.....................................     78
              8.2.7     Dispositions of Assets or Subsidiaries...........     79
              8.2.8     Affiliate Transactions...........................     80
              8.2.9     Subsidiaries.....................................     81
              8.2.10    Continuation of or Change in Business............     81
              8.2.11    Plans and Benefit Arrangements...................     81
              8.2.12    Fiscal Year......................................     81
              8.2.13    Issuance of Stock................................     81
              8.2.14    Changes in Organizational Documents..............     81
              8.2.15    Minimum Net Worth................................     82
              8.2.16    Maximum Leverage Ratio...........................     82
              8.2.17    Minimum Interest Coverage Ratio..................     82
      8.3     Reporting Requirements.....................................     82
              8.3.1     Quarterly Financial Statements...................     82
              8.3.2     Annual Financial Statements......................     83
              8.3.3     Certificate of the Borrower......................     83
              8.3.4     Notice of Default................................     84
              8.3.5     Notice of Litigation.............................     84
              8.3.6     Notice of Change in Debt Rating..................     84
              8.3.7     Certain Events...................................     84
              8.3.8     Budgets, Forecasts, Other Reports and
                        Information......................................     84
              8.3.9     Notices Regarding Plans and Benefit
                        Arrangements.....................................     85
</TABLE>


                                       -v-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
9.    DEFAULT............................................................     86
      9.1     Events of Default..........................................     86
              9.1.1     Payments Under Loan Documents....................     86
              9.1.2     Breach of Warranty...............................     87
              9.1.3     Breach of Negative Covenants or Visitation Rights
                        or Covenant to Grant Liens.......................     87
              9.1.4     Breach of Other Covenants........................     87
              9.1.5     Defaults in Other Agreements or Indebtedness.....     87
              9.1.6     Final Judgments or Orders........................     87
              9.1.7     Loan Document Unenforceable......................     88
              9.1.8     Proceedings Against Assets.......................     88
              9.1.9     Notice of Lien or Assessment.....................     88
              9.1.10    Insolvency.......................................     88
              9.1.11    Events Relating to Plans and Benefit
                        Arrangements.....................................     88
              9.1.12    Cessation of Business............................     89
              9.1.13    Change of Control................................     89
              9.1.14    Involuntary Proceedings..........................     89
              9.1.15    Voluntary Proceedings............................     90
      9.2     Consequences of Event of Default...........................     90
              9.2.1     Events of Default Other Than Bankruptcy,
                        Insolvency or Reorganization Proceedings.........     90
              9.2.2     Bankruptcy, Insolvency or Reorganization
                        Proceedings......................................     90
              9.2.3     Set-off..........................................     91
              9.2.4     Suits, Actions, Proceedings......................     91
              9.2.5     Application of Proceeds; Collateral Sharing......     91
              9.2.6     Other Rights and Remedies........................     92
      9.3     Notice of Sale.............................................     92

10.   THE AGENT..........................................................     93
      10.1    Appointment................................................     93
      10.2    Delegation of Duties.......................................     93
      10.3    Nature of Duties; Independent Credit Investigation.........     93
      10.4    Actions in Discretion of Agent; Instructions From the
              Banks......................................................     94
      10.5    Reimbursement and Indemnification of Agent by the
              Borrower...................................................     94
      10.6    Exculpatory Provisions; Limitation of Liability............     95
      10.7    Reimbursement and Indemnification of Agent by Banks........     95
      10.8    Reliance by Agent..........................................     96
      10.9    Notice of Default..........................................     96
      10.10   Notices....................................................     96
      10.11   Banks in Their Individual Capacities; Agent in its
              Individual Capacity........................................     97
      10.12   Holders of Notes...........................................     97
</TABLE>


                                      -vi-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
      10.13   Equalization of Banks......................................     97
      10.14   Successor Agent............................................     98
      10.15   Agent's Fee................................................     98
      10.16   Availability of Funds......................................     98
      10.17   Calculations...............................................     99
      10.18   No Reliance on Agent's Customer Identification Program.....     99
      10.19   Beneficiaries..............................................     99

11.   MISCELLANEOUS......................................................    100
      11.1    Modifications, Amendments or Waivers.......................    100
              11.1.1    Increase of Commitment; Extension of Expiration
                        Date.............................................    100
              11.1.2    Extension of Payment; Reduction of Principal
                        Interest or Fees; Modification of Terms of
                        Payment..........................................    100
              11.1.3    Release of Collateral or Guarantor...............    100
              11.1.4    Miscellaneous....................................    100
      11.2    No Implied Waivers; Cumulative Remedies; Writing Required..    101
      11.3    Reimbursement and Indemnification of Banks by the Borrower;
              Taxes......................................................    101
      11.4    Holidays...................................................    102
      11.5    Funding by Branch, Subsidiary or Affiliate.................    102
              11.5.1    Notional Funding.................................    102
              11.5.2    Actual Funding...................................    103
      11.6    Notices; Lending Offices...................................    103
      11.7    Severability...............................................    104
      11.8    Governing Law..............................................    104
      11.9    Prior Understanding........................................    104
      11.10   Duration; Survival.........................................    104
      11.11   Successors and Assigns.....................................    105
      11.12   Confidentiality............................................    106
              11.12.1   General..........................................    106
              11.12.2   Sharing Information With Affiliates of the
                        Banks............................................    106
      11.13   Counterparts...............................................    107
      11.14   Agent's or Bank's Consent..................................    107
      11.15   Exceptions.................................................    107
      11.16   CONSENT TO FORUM; WAIVER OF JURY TRIAL.....................    107
      11.17   Certifications From Banks and Participants.................    108
              11.17.1   Tax Withholding..................................    108
              11.17.2   USA Patriot Act..................................    109
      11.18   Joinder of Guarantors and Borrowers........................    109
      11.19   Nature of Foreign Borrower Obligations.....................    109
</TABLE>


                                      -vii-

<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A)   - PRICING GRID
SCHEDULE 1.1(B)   - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)   - EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(M)   - MATERIAL SUBSIDIARIES
SCHEDULE 1.1(P)   - PERMITTED LIENS
SCHEDULE 5.5.1    - MANDATORY PREPAYMENT PERCENTAGE
SCHEDULE 6.1.1    - QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2    - SUBSIDIARIES
SCHEDULE 6.1.12   - CONSENTS AND APPROVALS
SCHEDULE 6.1.14   - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.16   - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 6.1.21   - EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 8.2.1    - PERMITTED INDEBTEDNESS
SCHEDULE 8.2.4    - EXISTING INVESTMENTS

EXHIBITS

EXHIBIT 1.1(A)    - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)    - BORROWER JOINDER
EXHIBIT 1.1(C)    - INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER
EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT
EXHIBIT 1.1(P)    - PLEDGE AGREEMENT
EXHIBIT 1.1(R)    - REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)    - SWING LOAN NOTE
EXHIBIT 1.1(T)    - TERM NOTE
EXHIBIT 2.4       - LOAN REQUEST
EXHIBIT 7.1.4     - OPINION OF COUNSEL
EXHIBIT 8.2.6     - ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3     - QUARTERLY COMPLIANCE CERTIFICATE


                                     -viii-
<PAGE>

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT is dated as of April 3, 2006, and is made by and
among P.H. GLATFELTER COMPANY, a Pennsylvania corporation ( the "COMPANY") and
certain of its subsidiaries identified on the signature pages hereto (each a
"BORROWER" and collectively, the "BORROWERS"), each of the GUARANTORS (as
hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL
ASSOCIATION, in its capacity as agent for the Banks under this Agreement
(hereinafter referred to in such capacity as the "AGENT"), PNC CAPITAL MARKETS
LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint arrangers and bookrunners,
and CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (the "Syndication
Agent").

                                   WITNESSETH:

     WHEREAS, the Borrowers have requested the Banks to provide (i) a revolving
credit facility to the Borrowers in an aggregate principal amount not to exceed
$200,000,000 and (ii) a term loan facility in an aggregate principal amount
equal to $100,000,000; and

     WHEREAS, the revolving credit and term loan facilities shall be used for
(1) financing certain acquisitions permitted by the terms hereof, (2)
refinancing existing Indebtedness, and (3) general corporate purposes; and

     WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

                    1. CERTAIN DEFINITIONS

          1.1 CERTAIN DEFINITIONS.

          In addition to words and terms defined elsewhere in this Agreement,
the following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:

               ACCOUNTS RECEIVABLE FACILITY DOCUMENTS means all documentation
entered into by the Company and its Subsidiaries, including, without limitation,
the Receivables Entity, in connection with the sale or other transfer of
accounts receivable and other related assets pursuant to a standard accounts
receivable securitization transaction and in a form reasonably satisfactory to
the Agent, as such documentation may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms hereof and
thereof.

<PAGE>

               AFFILIATE as to any Person shall mean any other Person (i) which,
directly or indirectly controls, is controlled by, or is under common control
with such Person. For purposes of this definition, "control" (including, with
correlative meanings, the term "controlled by" and "under common control with")
shall mean the power, directly or indirectly, either to (a) vote 10% or more of
the securities having ordinary voting power for the election of directors of
such Person or (b) direct or cause the direction of the management and policies
of such Person whether through the ownership of voting securities or by contract
or otherwise, including the power to elect a majority of the directors of a
corporation.

               AGENT shall have the meaning given to such term in the
introductory paragraph hereof.

               AGENT'S FEE shall have the meaning assigned to that term in
Section 10.15.

               AGENT'S LETTER shall have the meaning assigned to that term in
Section 10.15.

               AGREEMENT shall mean this Credit Agreement, as the same may be
supplemented or amended from time to time, including all schedules and exhibits.

               ANTI-TERRORISM LAWS shall mean any Laws relating to terrorism or
money laundering, including Executive Order No. 13224, the USA Patriot Act, the
Laws comprising or implementing the Bank Secrecy Act, and the Laws administered
by the United States Treasury Department's Office of Foreign Asset Control (as
any of the foregoing Laws may from time to time be amended, renewed, extended,
or replaced).

               APPLICABLE COMMITMENT FEE RATE shall mean the percentage rate per
annum at the indicated level of Debt Rating in the pricing grid on SCHEDULE
1.1(A) next to the line titled "Commitment Fee." The Applicable Commitment Fee
Rate shall be computed in accordance with the parameters set forth on SCHEDULE
1.1(A).

               APPLICABLE MARGIN shall mean the percentage spread to be added to
Euro-Rate under the Euro-Rate Option at the indicated level of Debt Rating in
the pricing grid on SCHEDULE 1.1(A) next to the line titled "Euro-Rate Spread."
The Applicable Margin shall be computed in accordance with the parameters set
forth on SCHEDULE 1.1(A).

               APPROVED ACQUISITIONS shall mean the UK Acquisitions and the
Financed Domestic Acquisition.

               APPROVED EBITDA ADJUSTMENTS shall mean the amount of historical
EBITDA to be included in Consolidated Adjusted EBITDA for any 4-quarter period
(the "Measurement Period") in respect of with the Financed Domestic Acquisition
and the UK Acquisitions which amount shall be as set forth in clauses (i)
through (iii) below, provided however that such amount shall be reduced in
proportion to the number of days within such Measurement Period that occur after
the closing date of such acquisition (for example if 3


                                      -2-

<PAGE>

months of such Measurement Period is after such closing date, the applicable
figure below shall reduced by 1/4 (i.e. 3 months divided by 12 months)):

               (i) with respect to the Financed UK Acquisition $5,300,000,

               (ii) with respect to the Permitted Future UK Acquisition
$3,100,000, and

               (iii) with respect to the Financed Domestic Acquisition
$22,000,000.

               ASSIGNMENT AND ASSUMPTION AGREEMENT shall mean an Assignment and
Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and the
Agent, as Agent and on behalf of the remaining Banks, substantially in the form
of EXHIBIT 1.1(A).

               AUGMENTING LENDER shall have the meaning assigned to such term in
Section 2.1.1.2.

               AUTHORIZED OFFICER shall mean those individuals, designated by
written notice to the Agent from the Borrowers, authorized to execute notices,
reports and other documents on behalf of the Loan Parties required hereunder.
The Borrowers may amend such list of individuals from time to time by giving
written notice of such amendment to the Agent.

               BANK-PROVIDED INTEREST RATE HEDGE shall mean an Interest Rate
Hedge which is provided by any Bank and with respect to which the Agent confirms
that it meets the following requirements: such Interest Rate Hedge (i) is
documented in a standard International Swap Dealer Association Agreement, (ii)
provides for the method of calculating the reimbursable amount of the provider's
credit exposure in a reasonable and customary manner, and (iii) is entered into
for hedging (rather than speculative) purposes. The liabilities of the Loan
Parties to the provider of any Bank-Provided Interest Rate Hedge (the "HEDGE
LIABILITIES") shall be "Obligations" hereunder, guaranteed obligations under the
Guaranty Agreement and secured obligations under the Pledge Agreement and
otherwise treated as Obligations for purposes of each of the other Loan
Documents. The Liens securing the Hedge Liabilities shall be pari passu with the
Liens securing all other Obligations under this Agreement and the other Loan
Documents.

               BANKS shall mean the financial institutions named on SCHEDULE
1.1(B), their respective successors and assigns as permitted hereunder and each
Augmenting Lender joining this Agreement in accordance with the terms of Section
2.1.1.2 hereof, each of which is referred to herein as a Bank.

               BASE RATE shall mean the greater of (i) the interest rate per
annum announced from time to time by the Agent at its Principal Office as its
then prime rate, which rate may not be the lowest rate then being charged
commercial borrowers by the Agent, or (ii) the Federal Funds Open Rate plus 0.5%
per annum.


                                      -3-

<PAGE>

               BASE RATE OPTION shall mean the option of the Borrowers to have
Revolving Credit Loans or Term Loans bear interest at the rate and under the
terms and conditions set forth in Section 4.1.1(i).

               BENEFIT ARRANGEMENT shall mean at any time an "employee benefit
plan," within the meaning of Section 3(3) of ERISA, which is neither a Plan nor
a Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to by any member of the ERISA Group.

               BLOCKED PERSON shall have the meaning assigned to such term in
Section 6.1.25.2.

               BORROWER shall have the meaning given to such term in the
introductory paragraph hereto and shall include any Person required to join this
Agreement pursuant to Section 8.2.9 or which elects to join this agreement as a
Borrower and, in each case, executes a Borrower Joinder.

               BORROWER JOINDER shall mean a joinder by a Person as a Borrower
under this Agreement and the other Loan Documents in the form of EXHIBIT 1.1(B).

               BORROWING DATE shall mean, with respect to any Loan, the date for
the making thereof or the renewal or conversion thereof at the same or a
different Interest Rate Option, which shall be a Business Day.

               BORROWING TRANCHE shall mean specified portions of Loans
outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which
become subject to the same Interest Rate Option under the same Loan Request by
the Borrowers and which have the same Interest Period and which are denominated
either in Dollars or in the same Optional Currency shall constitute one
Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.

               BUSINESS DAY shall mean any day other than a Saturday or Sunday
or a legal holiday on which commercial banks are authorized or required to be
closed for business in Pittsburgh, Pennsylvania and (i) if the applicable
Business Day relates to any Loan to which the Euro-Rate Option applies, such day
must also be a day on which dealings are carried on in the London interbank
market, (ii) with respect to advances or payments of Loans or any other matters
relating to Loans denominated in an Optional Currency, such day also shall be a
day on which dealings in deposits in the relevant Optional Currency are carried
on in the applicable interbank market, and (iii) with respect to advances or
payments of Loans denominated in an Optional Currency, such day shall also be a
day on which all applicable banks into which Loan proceeds may be deposited are
open for business and foreign exchange markets are open for business in the
principal financial center of the country of such currency.

               CIP REGULATIONS shall have the meaning assigned to that term in
Section 10.18.


                                      -4-

<PAGE>

               CLOSING DATE shall mean the Business Day on which the first Loan
shall be made, which shall be April 3, 2006 or, if all the conditions specified
in Section 7 have not been satisfied or waived by such date, not later than May
15, 2006, as designated by the Borrowers by at least five (5) Business Days'
advance notice to the Agent at its Principal Office, or such other date as the
parties agree. The closing shall take place at 10 a.m., Pittsburgh time, on the
Closing Date at the offices of Buchanan Ingersoll PC, Pittsburgh, Pennsylvania,
or at such other time and place as the parties agree.

               COLLATERAL shall mean the Pledged Collateral.

               COLLATERAL AGENT shall have the meaning assigned to that term in
Section 9.2.5.2.

               COLLATERAL DOCUMENTS shall have the meaning assigned to that term
in Section 9.2.5.2.

               COLLATERAL SHARING AGREEMENT shall mean an Intercreditor and
Collateral Agency Agreement to be entered into among the Agent, the Loan Parties
and the trustee under the Required Note Refinancing [in the form attached hereto
as Exhibit 1.1(C).

               COMMERCIAL LETTER OF CREDIT shall mean any letter of credit which
is a commercial letter of credit issued in respect of the purchase of goods or
services by one or more of the Loan Parties in the ordinary course of their
business.

               COMMITMENT shall mean as to any Bank the aggregate of its
Revolving Credit Commitment and Term Loan Commitment and, in the case of PNC
Bank, its Swing Loan Commitment, and Commitments shall mean collectively, the
Revolving Credit Commitments, Term Loan Commitments and Swing Loan Commitment of
all of the Banks.

               COMMITMENT FEE shall have the meaning assigned to that term in
Section 2.3.

               COMMITMENT INCREASE AMOUNT shall have the meaning assigned to
that term in Section 2.1.1.2.

               COMPANY shall have the meaning given to such term in the
introductory paragraph hereto.

               COMPLIANCE CERTIFICATE shall have the meaning assigned to such
term in Section 8.3.3.

               COMPUTATION DATE shall have the meaning assigned to such term in
Section 2.9.1.

               CONSIDERATION shall mean with respect to any Permitted
Acquisition, the aggregate of (i) the cash paid by any of the Loan Parties,
directly or indirectly, to the seller in


                                      -5-

<PAGE>

connection therewith, (ii) the Indebtedness incurred or assumed by any of the
Loan Parties, whether in favor of the seller or otherwise and whether fixed or
contingent, (iii) any Guaranty given or incurred by any Loan Party in connection
therewith, and (iv) any other consideration given or obligation incurred by any
of the Loan Parties in connection therewith.

               CONSOLIDATED ADJUSTED EBITDA shall mean, for any period,
Consolidated EBITDA adjusted to include the pro forma effects of acquisitions
(which in the case of the Approved Acquisitions shall be the Approved EBITDA
Adjustments which shall not be subject to the requirements in clauses (i)
through (iv) below) and divestitures (not including timberland sales) made
during the period of measurement, including historical EBITDA of acquired
Persons to the extent the acquired EBITDA (i) has been audited, (ii) is
supported by a third party due diligence report delivered by a nationally
recognized firm or otherwise in form and substance satisfactory to the Agent,
(iii) is less than 15% of Consolidated EBITDA as determined as of the last day
of the fiscal quarter immediately preceding the consummation of the acquisition
(the "Most Recent Quarter") (or the quarter immediately preceding the Most
Recent Quarter if the applicable financial statements are not available for the
Most Recent Quarter), or (iv) is approved by the Required Banks, provided that
Consolidated Adjusted EBITDA shall exclude the EBITDA of any divested Persons or
material assets (not including timberland sales). Any such adjustment to
Consolidated EBITDA shall be made for the fiscal quarter during which the
transactions giving rise to such adjustment are consummated.

               CONSOLIDATED EBITDA shall, for any period, mean EBITDA of the
Company and its Subsidiaries plus the gain on sale of timberland properties (as
determined in accordance with GAAP) and minus any losses on such sales, provided
that the amount of the gain net of any losses on sale of timberland properties
included in the calculation of Consolidated EBITDA may not exceed 30% of the
EBITDA of the Company and its Subsidiaries for such period.

               CONSOLIDATED NET WORTH shall mean as of any date of determination
total stockholders' equity of the Company and its Subsidiaries as of such date
determined and consolidated in accordance with GAAP.

               CONSOLIDATED TOTAL ASSETS shall mean, at any time, the total
consolidated assets of the Company and its Subsidiaries measured as of the last
day of the fiscal year ending on or prior to the date of determination, as
determined in accordance with GAAP.

               CONSOLIDATED TOTAL DEBT shall mean all long and short term
Indebtedness (but excluding such Indebtedness to SunTrust Financial described in
Section 8.2.1(viii) or Indebtedness described in Section 8.2.1(xi)).

               CONTAMINATION shall mean the presence or release or threat of
release of Regulated Substances in, on, under or emanating to or from the
Property, which pursuant to Environmental Laws requires notification or
reporting to an Official Body, or which pursuant to Environmental Laws requires
the investigation, cleanup, removal, remediation, containment,


                                      -6-

<PAGE>

abatement of or other response action or which otherwise constitutes a violation
of Environmental Laws.

               CREDIT SUISSE shall mean Credit Suisse, Cayman Islands Branch,
its successors and assigns.

               DEBT RATING shall mean the corporate credit rating of Standard &
Poor's and the Issuer Rating of Moody's, in each case, of the Company.

               DECLINED SHARE shall have the meaning assigned to that term in
Section 2.1.1.2.

               DESIGNATED CREDIT PARTIES means the Company and those
Subsidiaries that are from time to time party to the Accounts Receivable
Facility Documents.

               DOLLAR, DOLLARS, U.S. DOLLARS and the symbol $ shall mean lawful
money of the United States of America.

               DOLLAR EQUIVALENT shall mean, with respect to any amount of any
currency, the Equivalent Amount of such currency expressed in Dollars.

               DOLLAR EQUIVALENT REVOLVING FACILITY USAGE shall mean, at any
time, the sum of the Dollar Equivalent of the principal amount of Revolving
Credit Loans then outstanding and the principal amount of Swing Loans then
outstanding and the Dollar Equivalent amount of Letters of Credit Outstanding.

               DOMESTIC GUARANTOR shall mean those Guarantors which are
organized under the laws of the United States.

               DRAWING DATE shall have the meaning assigned to that term in
Section 2.11.3.2.

               EBITDA shall mean, for any period and any Person, net income
(excluding extraordinary gains and losses, gains and losses on sales of assets
and non-cash pension income) plus income tax expense, interest expense,
depreciation, amortization expense and any Permitted EBITDA Add Backs (if EBITDA
is being computed for the Company) of such Person.

               ENVIRONMENTAL COMPLAINT shall mean any written complaint by any
Person or Official Body setting forth a cause of action for personal injury or
property damage, natural resource damage, contribution or indemnity for response
costs, civil or administrative penalties, criminal fines or penalties, or
declaratory or equitable relief arising under any Environmental Laws or any
order, notice of violation, citation, subpoena, request for information or other
written notice or demand of any type issued by an Official Body pursuant to any
Environmental Laws.


                                      -7-

<PAGE>

               ENVIRONMENTAL LAWS shall mean all federal, state, local and
foreign Laws and any consent decrees, settlement agreements, judgments, orders,
directives, policies or programs issued by or entered into with an Official Body
pertaining or relating to: (i) pollution or pollution control; (ii) protection
of human health or the environment; (iii) employee safety in the workplace; (iv)
the presence, use, management, generation, manufacture, processing, extraction,
treatment, recycling, refining, reclamation, labeling, transport, storage,
collection, distribution, disposal or release or threat of release of Regulated
Substances; (v) the presence of Contamination; (vi) the protection of endangered
or threatened species; and (vii) the protection of Environmentally Sensitive
Areas.

               ENVIRONMENTALLY SENSITIVE AREA shall mean (i) any wetland as
defined by applicable Environmental Laws; (ii) any area designated as a coastal
zone pursuant to applicable Laws, including Environmental Laws; (iii) any area
of historic or archeological significance or scenic area as defined or
designated by applicable Laws, including Environmental Laws; (iv) habitats of
endangered species or threatened species as designated by applicable Laws,
including Environmental Laws; or (v) a floodplain or other flood hazard area as
defined pursuant to any applicable Laws.

               EQUIVALENT AMOUNT shall mean, at any time, as determined by Agent
(which determination shall be conclusive absent manifest error), with respect to
an amount of any currency (the "REFERENCE CURRENCY") which is to be computed as
an equivalent amount of another currency (the "EQUIVALENT CURRENCY"), the amount
of such Equivalent Currency converted from such Reference Currency at Agent's
spot selling rate (based on the market rates then prevailing and available to
Agent) for the sale of such Equivalent Currency for such Reference Currency at a
time determined by Agent on the second Business Day immediately preceding the
event for which such calculation is made.

               EQUIVALENT CURRENCY shall have the meaning assigned to such term
in the definition of Equivalent Amount.

               ERISA shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

               ERISA GROUP shall mean, at any time, the Borrowers and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control and all other entities which,
together with the Borrowers, are treated as a single employer under Section 414
of the Internal Revenue Code.

               EURO shall have the meaning assigned to such term in Section
2.9.4.1.

               EURO-RATE shall mean, the following:

               (A) with respect to Dollar Loans comprising any Borrowing Tranche
to which the Euro-Rate Option applies for any Interest Period, the interest rate
per annum


                                      -8-

<PAGE>

determined by the Agent by dividing (the resulting quotient rounded upwards, if
necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest
determined by the Agent in accordance with its usual procedures (which
determination shall be conclusive absent manifest error) to be the average of
the London interbank offered rates for U.S. Dollars quoted by the British
Bankers' Association as set forth on Moneyline Telerate (or appropriate
successor or, if the British Bankers' Association or its successor ceases to
provide such quotes, a comparable replacement determined by the Agent) display
page 3750 (or such other display page on the Moneyline Telerate service as may
replace display page 3750) two (2) Business Days prior to the first day of such
Interest Period for an amount comparable to such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate may
also be expressed by the following formula:

                 Average of London interbank offered rates quoted
                 by BBA or appropriate successor as shown on
                 Moneyline Telerate Service display page 3750
     Euro-Rate = --------------------------------------------
                      1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Agent shall give
prompt notice to the Borrowers of the Euro-Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest
error.

               (B) with respect to Optional Currency Loans comprising any
Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period,
the interest rate per annum determined by Agent by dividing (i) the rate of
interest per annum determined by the Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be
the rate of interest per annum for deposits in the relevant Optional Currency
which appears on the relevant Telerate Page (or, if no such quotation is
available on such Telerate Page, on the appropriate Reuters Screen) at
approximately 9:00 a.m., Pittsburgh time, two (2) Business Days prior to the
first day of such Interest Period for delivery on the first day of such Interest
Period for a period, and in an amount, comparable to such Interest Period and
principal amount of such Borrowing Tranche ("LIBO RATE") by (ii) a number equal
to 1.00 minus the Euro-Rate Reserve Percentage. Such Euro-Rate may also be
expressed by the following formula:

                             LIBO Rate
     Euro-Rate = --------------------------------
                 1 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Euro-Rate Option outstanding
on the effective date of any change in the Euro-Rate Reserve Percentage as of
such effective date. The Agent shall give prompt notice to the Borrowers of the
Euro-Rate as determined or adjusted in accordance herewith, which determination
shall be conclusive absent manifest error. The Euro-


                                       -9-

<PAGE>

Rate for any Loans shall be based upon the Euro-Rate for the currency in which
such Loans are requested.

               EURO-RATE OPTION shall mean the option of the Borrowers to have
Revolving Credit Loans or Term Loans bear interest at the rate and under the
terms and conditions set forth in Section 4.1.1(ii).

               EURO-RATE RESERVE PERCENTAGE shall mean as of any day the maximum
percentage in effect on such day, (i) as prescribed by the Board of Governors of
the Federal Reserve System (or any successor) for determining the reserve
requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"EUROCURRENCY LIABILITIES"); and (ii) to be maintained by a Bank as required for
reserve liquidity, special deposit, or a similar purpose by any governmental or
monetary authority of any country or political subdivision thereof (including
any central bank), against (A) any category of liabilities that includes
deposits by reference to which a Euro-Rate is to be determined, or (B) any
category of extension of credit or other assets that includes Loans or Borrowing
Tranches to which a Euro-Rate applies.

               EVENT OF DEFAULT shall mean any of the events described in
Section 9.1 and referred to therein as an "Event of Default."

               EXECUTIVE ORDER NO. 13224 shall mean the Executive Order No.
13224 on Terrorist Financing, effective September 24, 2001, as the same has
been, or shall hereafter be, renewed, extended, amended or replaced.

               EXISTING LETTERS OF CREDIT shall mean those letters of credit
issued by PNC Bank prior to the Agreement as described on SCHEDULE 1.1(E)
attached hereto.

               EXPIRATION DATE shall mean, with respect to the Revolving Credit
Commitments, April 2, 2011.

               FACILITY SHARE shall mean for any Bank, the sum of the
outstanding Term Loan of such Bank and the Revolving Credit Commitment of such
Bank.

               FEDERAL FUNDS EFFECTIVE RATE for any day shall mean the rate per
annum (based on a year of 360 days and actual days elapsed and rounded upward to
the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or
any successor) on such day as being the weighted average of the rates on
overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve Bank (or
any successor) in substantially the same manner as such Federal Reserve Bank
computes and announces the weighted average it refers to as the "Federal Funds
Effective Rate" as of the date of this Agreement; provided, if such Federal
Reserve Bank (or its successor) does not announce such rate on any day, the
"Federal Funds Effective Rate" for such day shall be the Federal Funds Effective
Rate for the last day on which such rate was announced.


                                      -10-

<PAGE>

               FEDERAL FUNDS OPEN RATE The rate per annum determined by the
Agent in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the "open" rate for federal funds
transactions as of the opening of business for federal funds transactions among
members of the Federal Reserve System arranged by federal funds brokers on such
day, as quoted by Garvin Guybutler, any successor entity thereto, or any other
broker selected by the Agent, as set forth on the applicable Telerate display
page; provided, however; that if such day is not a Business Day, the Federal
Funds Open Rate for such day shall be the "open" rate on the immediately
preceding Business Day, or if no such rate shall be quoted by a Federal funds
broker at such time, such other rate as determined by the Agent in accordance
with its usual procedures.

               FINANCED DOMESTIC ACQUISITION shall mean the Borrowers'
acquisition of certain assets located in Ohio from NewPage Corporation pursuant
to the terms of Asset Purchase Agreement dated February 21, 2006.

               FINANCED UK ACQUISITION shall mean the Borrowers' acquisition of
JR Crompton Limited's Lydney Mill and related inventory located in Lydney,
Gloucestershire, United Kingdom and other related assets pursuant to the terms
of an agreement dated March 8, 2006, by and among JR Crompton Limited, JR
Crompton USA Limited, Nicholas James Dargan, William Kenneth Dawson, Glatfelter
- UK Limited and P.H. Glatfelter Company.

               FOREIGN BORROWER shall mean those Borrowers which are organized
under the laws of a jurisdiction other than the United States.

               GAAP shall mean generally accepted accounting principles as are
in effect in the United States from time to time, subject to the provisions of
Section 1.3, and applied on a consistent basis both as to classification of
items and amounts.

               GERMAN BORROWERS shall mean those Borrowers organized under the
Laws of Germany.

               GOVERNMENTAL ACTS shall have the meaning assigned to that term in
Section 2.11.8.

               GUARANTOR shall mean each of the parties to this Agreement which
is designated as a "Guarantor" on the signature page hereof and each other
Person which joins this Agreement as a Guarantor after the date hereof pursuant
to Section 11.18.

               GUARANTOR JOINDER shall mean a joinder by a Person as a Guarantor
under this Agreement, the Guaranty Agreement and the other Loan Documents in the
form of EXHIBIT 1.1(G)(1).

               GUARANTY of any Person shall mean any obligation of such Person
guaranteeing or in effect guaranteeing any liability or obligation of any other
Person in any manner, whether directly or indirectly, including any agreement to
indemnify or hold harmless


                                      -11-

<PAGE>

any other Person, any performance bond or other suretyship arrangement and any
other form of assurance against loss, except endorsement of negotiable or other
instruments for deposit or collection in the ordinary course of business.

               GUARANTY AGREEMENT shall mean the Guaranty and Suretyship
Agreement in substantially the form of EXHIBIT 1.1(G)(2) executed and delivered
by each of the Guarantors.

               HEDGE LIABILITIES shall have the meaning given to such term in
the definition of "Bank Provided Interest Rate Hedge".

               HISTORICAL STATEMENTS shall have the meaning assigned to that
term in Section 6.1.8.1.

               INCREASING BANK shall have the meaning assigned to that term in
Section 2.1.1.2.

               INDEBTEDNESS shall mean, as to any Person at any time, any and
all indebtedness, obligations or liabilities (whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or joint
or several) of such Person for or in respect of: (i) borrowed money, (ii)
amounts raised under or liabilities in respect of any note purchase or
acceptance credit facility, (iii) net reimbursement obligations (contingent or
otherwise) under any letter of credit, currency swap agreement, interest rate
swap, cap, collar or floor agreement or other interest rate management device,
(iv) any other transaction (including forward sale or purchase agreements,
capitalized leases and conditional sales agreements) having the commercial
effect of a borrowing of money entered into by such Person to finance its
operations or capital requirements (but not including trade payables and accrued
expenses incurred in the ordinary course of business which are not represented
by a promissory note or other evidence of indebtedness and which are not more
than sixty (60) days past due), (v) the outstanding amount of any Permitted
Accounts Receivable Securitization, or (vi) any Guaranty of Indebtedness
referred to in clauses (i) through (v) above.

               INELIGIBLE SECURITY shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

               INSOLVENCY PROCEEDING shall mean, with respect to any Person, (i)
a case, action or proceeding with respect to such Person (A) before any court or
any other Official Body under any bankruptcy, insolvency, reorganization or
other similar Law now or hereafter in effect, or (B) for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party or otherwise relating to the
liquidation, dissolution, winding-up or relief of such Person, or (ii) any
general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of such Person's
creditors generally or any substantial portion of its creditors; undertaken
under any Law.


                                      -12-

<PAGE>

               INTEREST PERIOD shall mean the period of time selected by the
Borrowers in connection with (and to apply to) any election permitted hereunder
by the Borrowers to have Revolving Credit Loans or Term Loans bear interest
under the Euro-Rate Option. Subject to the last sentence of this definition,
such period shall be (A) (i) one or two Months if Borrowers select the Euro-Rate
Option during the Syndications Period, and (ii) one, two, three or six Months if
the Borrowers select the Euro-Rate Option after the Syndications Period has
ended, and (B) one Month with respect to any Loans made in any Optional
Currency. Such Interest Period shall commence on the effective date of such
Interest Rate Option, which shall be (i) the Borrowing Date if the Borrowers are
requesting new Loans, or (ii) the date of renewal of or conversion to the
Euro-Rate Option if the Borrowers are renewing or converting to the Euro-Rate
Option applicable to outstanding Loans. Notwithstanding the second sentence
hereof: (A) any Interest Period which would otherwise end on a date which is not
a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (B) the Borrowers shall
not select, convert to or renew an Interest Period for any portion of the Loans
that would end after the Expiration Date.

               INTEREST RATE, CURRENCY AND COMMODITY HEDGE shall mean (i) an
interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable
strike corridor or similar agreement, or (ii) a foreign exchange contract,
currency swap agreement, futures contract, option contract, commodity hedge,
synthetic cap or similar arrangement, in each case entered into by the Loan
Parties or their Subsidiaries in order to provide protection to, or minimize the
impact upon, the Borrowers, the Guarantor and/or their Subsidiaries of
increasing floating rates of interest applicable to Indebtedness and
fluctuations in currency values and commodity prices, as the case may be, and
not for speculative purposes.

               INTEREST RATE OPTION shall mean any Euro-Rate Option or Base Rate
Option.

               INTERNAL REVENUE CODE shall mean the Internal Revenue Code of
1986, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

               IRH PROVIDER shall have the meaning assigned to that term in
Section 9.2.5.2.

               LABOR CONTRACTS shall mean all employment agreements, employment
contracts, collective bargaining agreements and other agreements among any Loan
Party or Subsidiary of a Loan Party and its employees.

               LAW shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, bond, judgment, authorization or approval, lien or
award by or settlement agreement with any Official Body.


                                      -13-

<PAGE>

               LETTER OF CREDIT shall have the meaning assigned to that term in
Section 2.11.1.

               LETTER OF CREDIT BORROWING shall have the meaning assigned to
such term in Section 2.11.3.4.

               LETTER OF CREDIT FEE shall have the meaning assigned to that term
in Section 2.11.2.

               LETTERS OF CREDIT OUTSTANDING shall mean at any time the sum of
(i) the aggregate undrawn face amount of outstanding Letters of Credit and (ii)
the aggregate amount of all unpaid and outstanding Reimbursement Obligations and
Letter of Credit Borrowings.

               LEVERAGE RATIO shall mean, as of the end of any fiscal quarter,
an amount equal to Consolidated Total Debt on such day divided by Consolidated
Adjusted EBITDA for the four fiscal quarters ending on such date of
determination.

               LIEN shall mean any mortgage, deed of trust, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

               LIEN CREATION DATE shall have the meaning given to such term in
Section 8.1.13.1.

               LLC INTERESTS shall have the meaning given to such term in
Section 6.1.2.

               LOAN DOCUMENTS shall mean this Agreement, the Notes, the Agent's
Letter, the Guaranty Agreement, the Pledge Agreement, and any other instruments,
certificates or documents delivered or contemplated to be delivered hereunder or
thereunder or in connection herewith or therewith, as the same may be
supplemented or amended from time to time in accordance herewith or therewith,
and LOAN DOCUMENT shall mean any of the Loan Documents.

               LOAN PARTIES shall mean the Borrowers and the Guarantors.

               LOAN REQUEST shall have the meaning given to such term in Section
2.4.1.

               LOANS shall mean, collectively, and LOAN shall mean, separately,
all Revolving Credit Loans, Swing Loans, and the Term Loans or any Revolving
Credit Loan, Swing Loan, or Term Loan.

               MATERIAL ADVERSE CHANGE shall mean any set of circumstances or
events which (a) has or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of this Agreement
or any other Loan Document, (b) is or could


                                      -14-

<PAGE>

reasonably be expected to be material and adverse to the business, properties,
assets, financial condition or results of operations of the Loan Parties taken
as a whole, (c) impairs materially or could reasonably be expected to impair
materially the ability of the Loan Parties, taken as a whole, to duly and
punctually pay or perform their Indebtedness, or (d) impairs materially the
ability of the Agent or any of the Banks, to the extent permitted, to enforce
their legal remedies pursuant to this Agreement or any other Loan Document.

               MATERIAL EVENT OF DEFAULT shall mean any Event of Default
described in any of the following Sections: 9.1.1 (provided that a Material
Event of Default shall be deemed to occur upon any failure to pay principal,
interest or Commitment Fees without regard to the grace period provided for in
such Section 9.1.1), 9.1.3 (if such Event of Default arises because of a breach
of Section 8.2.15, 8.2.16 or 8.2.17) , 9.1.4 (if such Event of Default arises
because of a breach of Sections 8.3.1, 8.3.2 or 8.3.3), 9.1.10, 9.1.14, or
9.1.15.

               MATERIAL RECOVERY EVENT shall mean any receipt of property or
casualty insurance proceeds or condemnation award proceeds in excess of
$5,000,000.

               MATERIAL SALE OF ASSETS shall mean any sale or other disposition
of: (i) timberland of the Loan Parties to the extent that the proceeds from such
sale or disposition, together with all other sales or dispositions of timberland
within the preceding 12 months, exceeds $250,000, (ii) any other assets (other
than timberland) of the Loan Parties pursuant to Section 8.2.7(vi) if the
proceeds of such sale or other disposition shall exceed $2,000,000, or (iii) any
assets of the Loan Parties pursuant to Section 8.2.7(vii).

               MATERIAL SUBSIDIARY means each Subsidiary of the Company which is
identified on Schedule 1.1(M) as a "Material Subsidiary," and each other
Subsidiary of the Company that has assets at such time, or revenues during the
most recently ended fiscal year, comprising 5% or more of the consolidated
assets of the Company and its Subsidiaries at such time, or of the consolidated
revenues of the Company and its Subsidiaries during such Fiscal Year, as the
case may be.

               MONTH, with respect to an Interest Period under the Euro-Rate
Option, shall mean the interval between the days in consecutive calendar months
numerically corresponding to the first day of such Interest Period. If any
Euro-Rate Interest Period begins on a day of a calendar month for which there is
no numerically corresponding day in the month in which such Interest Period is
to end, the final month of such Interest Period shall be deemed to end on the
last Business Day of such final month.

               MOODY'S shall mean Moody's Investors Service, Inc. and its
successors.

               MOODY'S RATING CONFIRMATION shall mean a confirmation issued by
Moody's that its Ba1 Debt Rating of the Company continues to apply after giving
effect to the Approved Acquisitions and the Indebtedness hereunder.


                                      -15-

<PAGE>

               MULTIPLE EMPLOYER PLAN shall mean a Plan which has two or more
contributing sponsors (including the Borrowers or any member of the ERISA Group)
at least two of whom are not under common control, as such a plan is described
in Sections 4063 and 4064 of ERISA.

               MULTIEMPLOYER PLAN shall mean any employee benefit plan which is
a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which the Borrowers or any member of the ERISA Group is then making or accruing
an obligation to make contributions or, within the preceding five Plan years,
has made or had an obligation to make such contributions.

               NOTE ISSUE shall mean (i) prior to the Required Note Refinancing,
the debt issued under the Indenture dated as of July 22, 1997, between the
Company and The Bank of New York, as trustee, and, (ii) after the date of the
Required Note Refinancing, the debt under such Required Note Refinancing.

               NOTES shall mean the Revolving Credit Notes, the Swing Note and
the Term Notes.

               NOTICES shall have the meaning assigned to that term in Section
11.6.

               OBLIGATION shall mean any obligation or liability of any of the
Loan Parties to the Agent or any of the Banks, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due, under or in connection with this Agreement,
the Notes, the Letters of Credit, the Agent's Letter or any other Loan Document.
Obligations shall include the liabilities to any Bank under any Bank-Provided
Interest Rate Hedge but shall not include the liabilities to other Persons under
any other Interest Rate Hedge.

               OFFICIAL BODY shall mean any national, federal, state, local or
other government or political subdivision or any agency, authority, board,
bureau, central bank, commission, department or instrumentality of either, or
any court, tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

               OPTIONAL CURRENCY shall mean Canadian Dollars, British Pounds
Sterling, Euros and any other currency approved by Agent and all of the Banks
pursuant to Section 2.9.4.

               ORDER shall have the meaning assigned to such term in Section
2.11.9.

               ORIGINAL CURRENCY shall have the meaning assigned to such term in
Section 5.9.1.

               OTHER CURRENCY shall have the meaning assigned to such term in
Section 5.9.1.


                                      -16-

<PAGE>

               OTHER TAXES shall have the meaning assigned to such term in
Section 5.8.2.

               OVERNIGHT RATE shall mean for any day with respect to any Loans
in an Optional Currency, the rate of interest per annum as determined by the
Agent at which overnight deposits in such currency, in an amount approximately
equal to the amount with respect to which such rate is being determined, would
be offered for such day in the applicable offshore interbank market.

               PARTICIPATION ADVANCE shall mean, with respect to any Bank, such
Bank's payment in respect of its participation in a Letter of Credit Borrowing
according to its Ratable Share pursuant to Section 2.11.3.4.

               PARTNERSHIP INTERESTS shall have the meaning given to such term
in Section 6.1.2.

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

               PERMITTED ACCOUNTS RECEIVABLE PROGRAM means an accounts
receivables securitization program concluded pursuant to the Accounts Receivable
Facility Documents and provided that (1) the aggregate principal amount thereof
does not to exceed $75,000,000, (2) on the effective date of such program, the
Debt Rating of the Company shall be at least BB+ or higher by Standard & Poor's
and Ba1 or higher by Moody's (and if the Lien Creation Date has occurred, a
Release Event shall have subsequently occurred), (3) the Revolving Credit
Commitments shall be reduced on or before the date of such closing in an amount
equal to the aggregate principal amount of such program, (4) on the effective
date of such program and after giving effect to such program and related
transactions (and to the reduction of Commitments provided in clause (3) above),
there shall exist no Events of Default or Potential Defaults, (5) the effective
date of such program shall not be earlier than April 3, 2007, and (6) the
Company shall have delivered to the Agent certifications acceptable to the Agent
that the foregoing conditions have been met.

               PERMITTED ACQUISITIONS shall have the meaning assigned to such
term in Section 8.2.6.

               PERMITTED EBITDA ADD BACKS shall mean the following cash or non
cash charges incurred after January 1, 2006 and before March 31, 2007 which are
deducted in the computation of the net income of the Borrowers and which the
Borrowers may add back to such net income in their computation of EBITDA (as
provided in the definition of such term), with appropriate adjustments for the
tax effects of such add-backs and subject to the proviso below: charges related
to the shut-down of the Neenah, WI, production facility, the transfer of
production from the Neenah facility to assets acquired in the Financed Domestic
Acquisition, and the integration costs for the Financed Domestic Acquisition,
provided that (1) the total amount of such charges which may be so added back to
net income may not exceed $80,000,000 over the


                                      -17-

<PAGE>

term of this Agreement, and (2) the total amount of such cash charges which may
be so added back to net income may not exceed $40,000,000.

               PERMITTED FUTURE UK ACQUISITION shall mean the Borrowers'
proposed acquisition of JR Crompton Limited's Simpson Clough Mill located in
Lancashire, United Kingdom and other related assets; provided that (i) the
amount of consideration paid by the Loan Parties in connection with such
acquisition shall not exceed $25,000,000 (ii) such acquisition shall close
within 90 days following the Closing Date, and (iii) such acquisition shall
close substantially under the terms and conditions set forth in the acquisition
agreement publicly disclosed in filings with the SEC on or before the Closing
Date.

               PERMITTED INVESTMENTS shall mean:

                    (i) direct obligations of the United States of America or
any agency or instrumentality thereof or obligations backed by the full faith
and credit of the United States of America maturing in twelve (12) months or
less from the date of acquisition;

                    (ii) commercial paper maturing in 180 days or less rated not
lower than A-1, by Standard & Poor's or P-1 by Moody's on the date of
acquisition;

                    (iii) demand deposits, time deposits or certificates of
deposit maturing within one year in commercial banks whose obligations are rated
A-1, A or the equivalent or better by Standard & Poor's, or P-1 or the
equivalent or better by Moody's, on the date of acquisition;

                    (iv) Interest Rate Hedges otherwise permitted hereunder;

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

                    (vii) shares of any money market mutual fund rated at least
AAA by Standard & Poor's or at least Aaa by Moody's;

                    (viii) debt securities as partial consideration for a sale
of assets which is permitted hereunder.

               PERMITTED LIENS shall mean:

                    (i) Liens for taxes, assessments, or similar charges,
incurred in the ordinary course of business and which are not yet due and
payable;

                    (ii) Pledges or deposits made in the ordinary course of
business to secure payment of workmen's compensation, or to participate in any
fund in connection with


                                      -18-

<PAGE>

workmen's compensation, unemployment insurance, old-age pensions or other
social security programs;

                    (iii) Liens of mechanics, materialmen, warehousemen,
carriers, or other like Liens, securing obligations incurred in the ordinary
course of business that are not yet due and payable and Liens of landlords
securing obligations to pay lease payments that are not yet due and payable or
in default;

                    (iv) Good-faith pledges or deposits made in the ordinary
course of business to secure performance of bids, tenders, contracts (other than
for the repayment of borrowed money) or leases, not in excess of the aggregate
amount due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of
business;

                    (v) Encumbrances consisting of zoning restrictions,
easements or other restrictions on the use of real property, none of which
materially impairs the use of such property or the value thereof, and none of
which is violated in any material respect by existing or proposed structures or
land use;

                    (vi) Liens, security interests and mortgages in favor of the
Agent, for the benefit of the Banks, securing the Obligations including
liabilities under any Bank-Provided Interest Rate Hedge;

                    (vii) Pari passu Liens in the Pledged Collateral in favor of
the noteholders under the Required Note Refinancing provided that such Liens are
governed by and subject to the Collateral Sharing Agreement;

                    (viii) Liens on property leased by any Loan Party or
Subsidiary of a Loan Party under capital and operating leases permitted in
Section 8.2.1 securing obligations of such Loan Party or Subsidiary to the
lessor under such leases;

                    (ix) Any Lien existing on the date of this Agreement and
described on SCHEDULE 1.1(P), provided that no additional assets become subject
to such Lien and the Indebtedness secured thereby is permitted under Section
8.2.1;

                    (x) Liens on tangible property (or any improvement thereon)
acquired or constructed by the Company or any Subsidiary after the Closing Date
to secure Indebtedness of the Company or such Subsidiary incurred in connection
with such acquisition or construction; provided that:

                         (1) no such Lien shall extend to or cover any Property
other than the property (or improvement thereon) being acquired or constructed;
and

                         (2) the principal amount of the Indebtedness secured by
any such Lien, together with the aggregate principal amount of all other
Indebtedness secured by Liens on such Property, shall not exceed the lesser of
(A) an amount equal to the fair market


                                      -19-

<PAGE>

value of such property so acquired or constructed and (B) the cost to the
Company or such Subsidiary of such property (or improvement thereon) so acquired
or constructed."

                    (xi) Purchase Money Security Interests;

                    (xii) The following, (A) if the validity or amount thereof
is being contested in good faith by appropriate and lawful proceedings
diligently conducted so long as levy and execution thereon have been stayed and
continue to be stayed or (B) if a final judgment is entered and such judgment is
discharged within thirty (30) days of entry, and in either case they do not
affect the Collateral or, in the aggregate, materially impair the ability of any
Loan Party to perform its Obligations hereunder or under the other Loan
Documents:

               (1) Claims or Liens for taxes, assessments or charges due and
          payable and subject to interest or penalty, provided that the
          applicable Loan Party maintains such reserves or other appropriate
          provisions as shall be required by GAAP and pays all such taxes,
          assessments or charges forthwith upon the commencement of proceedings
          to foreclose any such Lien;

               (2) Claims, Liens or encumbrances upon, and defects of title to,
          real or personal property other than the Collateral, including any
          attachment of personal or real property or other legal process prior
          to adjudication of a dispute on the merits;

               (3) Claims or Liens of mechanics, materialmen, warehousemen,
          carriers, or other statutory nonconsensual Liens; and

               (4) Liens resulting from final judgments or orders described in
          Section 9.1.6; and

                    (xiii) Any Liens that arise or are deemed to arise under a
Permitted Accounts Receivable Program.

               PERSON shall mean any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision
or agency thereof, or any other entity.

               PLAN shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained by
any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained by any
entity which was at such time a member of the ERISA Group for employees of any
entity which was at such time a member of the ERISA Group.

               PLEDGE AGREEMENT shall mean the Pledge Agreement in substantially
the form of EXHIBIT 1.1(P) when and if required to be delivered pursuant to this
Agreement. As


                                      -20-

<PAGE>

more fully provided in the Pledge Agreement: (i) prior to the effective date of
the Required Note Refinancing (or such earlier date on which the Note Issue
shall terminate or all restrictions on the grant of Liens described in clause
(ii) below contained in such Note Issue shall terminate) (the "Collateral Spread
Date") the Pledged Collateral subject to the Pledge Agreement shall secure the
Tranche A Term Loans (but not the Tranche B Term Loans or other Loans hereunder)
and (ii) after the Collateral Spread Date, the Pledge Agreement shall secure all
Obligations hereunder.

               PLEDGED COLLATERAL shall mean the property of the Loan Parties in
which security interests are to be granted under the Pledge Agreement. The
Pledged Collateral shall include all of the ownership interests in each of the
Loan Parties except for the Company.

               PNC BANK shall mean PNC Bank, National Association, its
successors and assigns.

               POTENTIAL DEFAULT shall mean any event or condition which with
notice, passage of time or a determination by the Agent or the Required Banks,
or any combination of the foregoing, would constitute an Event of Default.

               PRINCIPAL OFFICE shall mean the main banking office of the Agent
in Pittsburgh, Pennsylvania.

               PRIOR SECURITY INTEREST shall mean a valid and enforceable
perfected first-priority security interest under the Uniform Commercial Code in
the Pledged Collateral which is subject only to Liens for taxes not yet due and
payable to the extent such prospective tax payments are given priority by
statute or Purchase Money Security Interests as permitted hereunder.

               PRIOR SENIOR CREDIT FACILITY shall mean the credit facilities
provided to the Borrowers pursuant to the terms of a Credit Agreement among the
Borrowers, Deutsche Bank AG New York Branch, as Agent, various lending
institutions dated as of June 24, 2002, the Borrowers' obligations with respect
to which are intended to be satisfied in full on the Closing Date with advances
of Loans hereunder.

               PROHIBITED TRANSACTION shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for
which neither an individual nor a class exemption has been issued by the United
States Department of Labor.

               PROPERTY shall mean all real property, both owned and leased, of
any Loan Party or Subsidiary of a Loan Party.

               PURCHASE MONEY SECURITY INTEREST shall mean Liens upon tangible
personal property securing loans to any Loan Party or Subsidiary of a Loan Party
or deferred payments by such Loan Party or Subsidiary for the purchase of such
tangible personal property, provided that such security interest does not
encumber any asset not thereby purchased, and


                                      -21-

<PAGE>

provided further that such security interest does not secure obligations in
excess of such purchase price or deferred payments.

               PURCHASING BANK shall mean a Bank which becomes a party to this
Agreement by executing an Assignment and Assumption Agreement.

               RECEIVABLES ENTITY means a Subsidiary of the Company which is
wholly owned by the Company (directly or indirectly) and which engages in no
activities other than in connection with the financing of accounts receivables
of the Designated Credit Parties and which is designated (as provided below) as
the Receivables Entity no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by the Company or any other
Subsidiary of the Company (excluding guarantees of obligations pursuant to
Standard Securitization Undertakings), (ii) is recourse to or obligates the
Company or any other Subsidiary of the Company in any way other than pursuant to
Standard Securitization Undertakings or (iii) subjects any property or asset of
the Company or any other Subsidiary of the Company, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings. The designation of an entity as a
Receivables Entity hereunder shall be evidenced to the Agent by filing with the
Agent an officer's certificate of the Company executed by a Responsible Officer
certifying that, to the best of such officer's knowledge, and belief after
consultation with counsel, such designations complied with the foregoing
conditions.

               REFERENCE CURRENCY shall have the meaning assigned to such term
in the definition of Equivalent Amount.

               REGULATED SUBSTANCES shall mean, without limitation, any
substance, material or waste, regardless of its form or nature, defined under
Environmental Laws as a "hazardous substance," "pollutant," "pollution,"
"contaminant," "hazardous or toxic substance," "extremely hazardous substance,"
"toxic chemical," "toxic substance," "toxic waste," "hazardous waste," "special
handling waste," "industrial waste," "residual waste," "solid waste," "municipal
waste," "mixed waste," "infectious waste," "chemotherapeutic waste," "medical
waste," or "regulated substance" or any other material, substance or waste,
regardless of its form or nature, which otherwise is regulated by Environmental
Laws.

               REGULATION U shall mean Regulation U, T, G or X as promulgated by
the Board of Governors of the Federal Reserve System, as amended from time to
time.

               REIMBURSEMENT OBLIGATION shall have the meaning assigned to such
term in Section 2.11.3.2.

               RELEASE EVENT shall be deemed to occur if (1) the Lien Creation
Date has occurred and (2) subsequently: (A) the Debt Rating of the Company is
BB+ or higher by Standard & Poor's; and (B) the Company receives from Moody's
the Moody's Rating Confirmation or (if Moody's has downgraded its Debt Rating
below Ba1) a new Debt Rating from Moody's which is Ba1 or higher.


                                      -22-
<PAGE>

               REPORTABLE EVENT shall mean a reportable event described in
Section 4043 of ERISA and regulations thereunder with respect to a Plan or
Multiemployer Plan.

               REQUIRED BANKS shall mean

               (i) prior to termination of the Revolving Credit Commitments,
Banks whose Facility Share aggregate at least 51% of the aggregate Facility
Shares of all of the Banks; and

               (ii) after termination of the Revolving Credit Commitments, any
group of Banks if the sum of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings of such Banks then outstanding aggregates at least 51% of the
total principal amount of all of the Loans, Reimbursement Obligations and Letter
of Credit Borrowings then outstanding. Reimbursement Obligations and Letter of
Credit Borrowings shall be deemed, for purposes of this definition, to be in
favor of the Agent and not a participating Bank if such Bank has not made its
Participation Advance in respect thereof and shall be deemed to be in favor of
such Bank to the extent of its Participation Advance if it has made its
Participation Advance in respect thereof.

               REQUIRED NOTE REFINANCING shall have the meaning assigned to such
term in Section 8.1.12.

               REQUIRED ENVIRONMENTAL NOTICES shall mean all notices, reports,
plans, forms or other filings which pursuant to Environmental Laws, Required
Environmental Permits or at the request or direction of an Official Body either
must be submitted to an Official Body or which otherwise must be maintained.

               REQUIRED ENVIRONMENTAL PERMITS shall mean all permits, licenses,
bonds, consents, programs, approvals or authorizations required under
Environmental Laws to own, occupy or maintain the Property or which otherwise
are required for the operations and business activities of the Borrowers or
Guarantors.

               REQUIRED SHARE shall have the meaning assigned to such term in
Section 5.11.

               RESPONSIBLE OFFICER with respect to any Person, the chief
executive officer, president, treasurer, chief or principal financial officer of
such Person. Unless otherwise qualified, all references to "Responsible Officer"
in this Agreement shall refer to a "Responsible Officer" of a Loan Party.

               RESTRICTED PAYMENT shall mean (i) any dividend or distribution by
a Loan Party on or in respect of its capital stock or to the direct or indirect
holders of its capital stock (except dividends or distributions payable solely
in such capital stock or in options, warrants or other rights to purchase such
capital stock and except dividends or distributions payable to the Company or
another Loan Party) or (ii) purchase, redemption or other acquisition or
retirement for value of any capital stock of P. H. Glatfelter Company or (iii)
any payment on, purchase,


                                      -23-

<PAGE>

defeasance, redemption, prepayment, decrease or other acquisition or retirement
for value, prior to any scheduled final maturity, of any other Indebtedness that
is subordinate or junior in right of payment to the Obligations.

               REVOLVING CREDIT COMMITMENT shall mean, as to each Bank at any
time, the amounts initially set forth opposite its name on SCHEDULE 1.1(B) in
the column labeled "Amount of Commitment for Revolving Credit Loans," and,
thereafter, as such amounts may be amended, whether pursuant to Assignment and
Assumption Agreements, increases or reductions in Revolving Credit Commitments
provided for under the terms of the Agreement or otherwise, and REVOLVING CREDIT
COMMITMENTS shall mean the aggregate Revolving Credit Commitments of all of the
Banks.

               REVOLVING CREDIT LOANS shall mean, collectively, and REVOLVING
CREDIT LOAN shall mean, separately, all Revolving Credit Loans or any Revolving
Credit Loan made by the Banks or one of the Banks to the Borrowers pursuant to
Sections 2.1 or 2.11.3.

               REVOLVING CREDIT NOTES shall mean collectively and REVOLVING
CREDIT NOTE shall mean separately all the Revolving Credit Notes of the
Borrowers in the form of EXHIBIT 1.1(R) evidencing the Revolving Credit Loans
together with all amendments, extensions, renewals, replacements, refinancings
or refundings thereof in whole or in part.

               REVOLVING CREDIT RATABLE SHARE shall mean the proportion that a
Bank's Revolving Credit Commitment bears to the Revolving Credit Commitments of
all of the Banks.

               SEC shall mean the Securities and Exchange Commission or any
governmental agencies substituted therefor.

               SECTION 20 SUBSIDIARY shall mean the Subsidiary of the bank
holding company controlling any Bank, which Subsidiary has been granted
authority by the Federal Reserve Board to underwrite and deal in certain
Ineligible Securities.

               SETTLEMENT DATE shall mean any Business Day on which the Agent
elects to effect settlement pursuant to Section 5.11.

               STANDARD & POOR'S shall mean Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., and its successors.

               STANDARD SECURITIZATION UNDERTAKINGS means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary thereof in connection with the Permitted Accounts Receivable Program
which are reasonably customary in an accounts receivable securitization
transaction at the time of consummation of such transaction.

               STANDBY LETTER OF CREDIT shall mean a Letter of Credit issued to
support obligations of one or more of the Loan Parties, contingent or otherwise,
which finance the working capital and business needs of the Loan Parties
incurred in the ordinary course of


                                      -24-

<PAGE>

business, but excluding any Letter of Credit under which the stated amount of
such Letter of Credit increases automatically over time.

               SUBSIDIARY of any Person at any time shall mean (i) any
corporation or trust of which 50% or more (by number of shares or number of
votes) of the outstanding capital stock or shares of beneficial interest
normally entitled to vote for the election of one or more directors or trustees
(regardless of any contingency which does or may suspend or dilute the voting
rights) is at such time owned directly or indirectly by such Person or one or
more of such Person's Subsidiaries, (ii) any partnership of which such Person is
a general partner or of which 50% or more of the partnership interests is at the
time directly or indirectly owned by such Person or one or more of such Person's
Subsidiaries, (iii) any limited liability company of which such Person is a
manager or of which 50% or more of the limited liability company interests is at
the time directly or indirectly owned by such Person or one or more of such
Person's Subsidiaries or (iv) any corporation, trust, partnership, limited
liability company or other entity which is controlled or capable of being
controlled by such Person or one or more of such Person's Subsidiaries.

               SUBSIDIARY SHARES shall have the meaning assigned to that term in
Section 6.1.2.

               SUN TRUST INDEBTEDNESS shall have the meaning assigned to such
term in Section 8.2.1.

               SWING LOAN COMMITMENT shall mean PNC Bank's commitment to make
Swing Loans to the Borrowers pursuant to Section 2.1.2 hereof in an aggregate
principal amount up to $20,000,000.00.

               SWING LOAN NOTE shall mean the Swing Loan Note of the Borrowers
in the form of EXHIBIT 1.1(S) evidencing the Swing Loans, together with all
amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.

               SWING LOAN REQUEST shall mean a request for Swing Loans made in
accordance with Section 2.4.2 hereof.

               SWING LOANS shall mean collectively and SWING LOAN shall mean
separately all Swing Loans or any Swing Loan made by PNC Bank to the Borrowers
pursuant to Section 2.1.2 hereof.

               SYNDICATIONS PERIOD shall mean the period between the Closing
Date and the earlier of the following dates: (a) the date on which the Agent
notifies the Borrowers that the Syndications Period has ended, and (b) the date
which is sixty (60) days after the Closing Date.

               TAXES shall have the meaning assigned to such term in Section
5.8.1.

               TERM LOAN shall have the meaning given to such term in Section
3.1; Term Loans shall mean collectively all of the Term Loans.


                                      -25-

<PAGE>

               TERM LOAN COMMITMENT shall mean, as to any Bank (or its successor
by assignment) at any time, the amount initially set forth opposite its name on
SCHEDULE 1.1(B) in the column labeled "Amount of Commitment for Term Loans".

               TERM LOAN RATABLE SHARE shall mean (i) on the Closing Date, the
proportion that a Bank's Term Loan Commitment bears to the Term Loan Commitments
of all of the Banks, and (ii) thereafter, the proportion that a Bank's Term Loan
bears to the aggregate Term Loans of the Banks.

               TERM NOTES shall mean, collectively, and TERM NOTE shall mean,
separately, all of the Term Notes of the Borrowers in the form of EXHIBIT 1.1(T)
issued by the Borrowers at the request of a Bank pursuant to Section 5.10
evidencing the Term Loans together with all amendments, extensions, renewals,
replacements, refinancings or refunds thereof in whole or in part.

               TRANCHE A TERM LOAN shall have the meaning assigned to that term
in Section 3.1.

               TRANCHE B TERM LOAN shall have the meaning assigned to that term
in Section 3.1.

               TRANSFEROR BANK shall mean the selling Bank pursuant to an
Assignment and Assumption Agreement.

               UK ACQUISITIONS shall mean the Financed UK Acquisition and the
Permitted Future UK Acquisition

               UK BORROWER shall mean any Borrower organized under the Laws of
the United Kingdom.

               USA PATRIOT ACT shall mean the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56, as the same has been, or shall hereafter be,
renewed, extended, amended or replaced.

               WEBSITE POSTING shall have the meaning assigned to that term in
Section 11.6.

          1.2 CONSTRUCTION.

               Unless the context of this Agreement otherwise clearly requires,
the following rules of construction shall apply to this Agreement and each of
the other Loan Documents:


                                      -26-

<PAGE>

               1.2.1 NUMBER; INCLUSION.

               References to the plural include the singular, the plural, the
part and the whole; "or" has the inclusive meaning represented by the phrase
"and/or," and "including" has the meaning represented by the phrase "including
without limitation";

               1.2.2 DETERMINATION.

               References to "determination" of or by the Agent or the Banks
shall be deemed to include good-faith estimates by the Agent or the Banks (in
the case of quantitative determinations) and good-faith judgment by the Agent or
the Banks (in the case of qualitative determinations) and such determination
shall be conclusive absent manifest error;

               1.2.3 AGENT'S DISCRETION AND CONSENT.

               Whenever the Agent or the Banks are granted the right herein to
act in its or their sole discretion or to grant or withhold consent such right
shall be exercised in good faith;

               1.2.4 DOCUMENTS TAKEN AS A WHOLE.

               The words "hereof," "herein," "hereunder," "hereto" and similar
terms in this Agreement or any other Loan Document refer to this Agreement or
such other Loan Document as a whole and not to any particular provision of this
Agreement or such other Loan Document;

               1.2.5 HEADINGS.

               The section and other headings contained in this Agreement or
such other Loan Document and the Table of Contents (if any), preceding this
Agreement or such other Loan Document are for reference purposes only and shall
not control or affect the construction of this Agreement or such other Loan
Document or the interpretation thereof in any respect;

               1.2.6 IMPLIED REFERENCES TO THIS AGREEMENT.

               Article, section, subsection, clause, schedule and exhibit
references are to this Agreement or other Loan Document, as the case may be,
unless otherwise specified;

               1.2.7 PERSONS.

               Reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
this Agreement or such other Loan Document, as the case may be, and reference to
a Person in a particular capacity excludes such Person in any other capacity;


                                      -27-

<PAGE>

               1.2.8 MODIFICATIONS TO DOCUMENTS.

               Reference to any agreement (including this Agreement and any
other Loan Document together with the schedules and exhibits hereto or thereto),
document or instrument means such agreement, document or instrument as amended,
modified, replaced, substituted for, superseded or restated;

               1.2.9 FROM, TO AND THROUGH.

               Relative to the determination of any period of time, "from" means
"from and including," "to" means "to but excluding," and "through" means
"through and including"; and

               1.2.10 SHALL; WILL.

               References to "shall" and "will" are intended to have the same
meaning.

          1.3 ACCOUNTING PRINCIPLES.

               Except as otherwise provided in this Agreement, all computations
and determinations as to accounting or financial matters and all financial
statements to be delivered pursuant to this Agreement shall be made and prepared
in accordance with GAAP (including principles of consolidation where
appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; provided, however, that all accounting terms
used in Section 8.1.14 (and all defined terms used in the definition of any
accounting term used in Section 8.1.14 shall have the meaning given to such
terms (and defined terms) under GAAP as in effect on the date hereof applied on
a basis consistent with those used in preparing the Annual Statements referred
to in Section 6.1.8(i) . In the event of any change after the date hereof in
GAAP, and if such change would result in the inability to determine compliance
with the financial covenants set forth in Section 8.1.14 based upon the
Company's regularly prepared financial statements by reason of the preceding
sentence, then the parties hereto agree to endeavor, in good faith, to agree
upon an amendment to this Agreement that would adjust such financial covenants
in a manner that would not affect the substance thereof, but would allow
compliance therewith to be determined in accordance with the Company's financial
statements at that time.


                                      -28-

<PAGE>

                 2. REVOLVING CREDIT AND SWING LOAN FACILITIES

          2.1 REVOLVING CREDIT COMMITMENTS.

               2.1.1 REVOLVING CREDIT LOANS.

                    2.1.1.1 COMMITMENT.

               Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Bank holding any Revolving
Credit Commitment severally agrees to make Revolving Credit Loans in either
Dollars or one or more Optional Currencies to the Borrowers at any time or from
time to time on or after the date hereof to the Expiration Date, provided that
(i) after giving effect to each such Loan the aggregate Dollar Equivalent amount
of Revolving Credit Loans from such Bank shall not exceed such Bank's Revolving
Credit Commitment minus such Bank's Revolving Credit Ratable Share of the Dollar
Equivalent amount of Letters of Credit Outstanding, and (ii) no Revolving Credit
Loan to which the Base Rate Option applies shall be made in an Optional
Currency. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrowers may borrow, repay and reborrow
pursuant to this Section 2.1. The Borrowers shall repay in full the outstanding
principal amount of the Revolving Credit Loans, together with all accrued
interest thereon and all fees and other amounts owing under any of the Loan
Documents relating thereto on the Expiration Date or earlier termination of the
Revolving Credit Commitments in connection with the terms hereof.

                    2.1.1.2 DISCRETIONARY COMMITMENT INCREASE.

               Provided that no Event of Default or Potential Default is then
occurring or would be caused thereby, at any time prior to the Expiration Date,
the Borrowers may request from time to time in writing to the Agent that the
Revolving Credit Commitments be increased, by an amount being an integral
multiple of $5,000,000.00 not greater than $50,000,000.00, according to the
following procedures:

                         (i) The Borrowers shall offer the existing Banks the
opportunity to participate in any such increased amount of the Revolving Credit
Commitments (such increased amount being referred to as the "COMMITMENT INCREASE
AMOUNT") in accordance with each Bank's Revolving Credit Ratable Share (each
participating Bank being referred to as an "INCREASING BANK"). The existing
Banks shall be under no obligation to participate in any such Commitment
Increase Amounts and any agreement by any Bank to so participate will be in the
sole discretion of such Bank.

                         (ii) If any Bank declines to commit to its Revolving
Credit Ratable Share of any such Commitment Increase Amount (such declined
portion of the Commitment Increase Amount being referred to as a "DECLINED
SHARE"), then the Agent may join a new bank(s) or financial institution(s) to
this Agreement, which shall be acceptable to the Borrowers (each such bank or
financial institution, an "AUGMENTING LENDER"), or permit an


                                      -29-

<PAGE>

existing Bank which has already agreed to commit to its Revolving Credit Ratable
Share of any such Commitment Increase Amount, to commit to the Declined Share or
portion thereof in an amount of at least $5,000,000. Each Augmenting Lender
committing to a Declined Share, or a portion thereof, shall join this Agreement
as a Bank by entering into a bank joinder and assumption agreement in form and
substance satisfactory to the Agent, setting forth the Revolving Credit
Commitment of such Augmenting Lender, pursuant to which such Augmenting Lender
will become a Bank as of the effective date thereof.

                         (iii) On the effective date of any increase in the
Revolving Credit Commitments as contemplated herein (A) each Increasing Bank and
new Augmenting Lender shall make available to the Agent, for the benefit of the
other Banks, such amounts, in immediately available funds, as the Agent shall
determine as being required in order to cause, after giving effect to such
increase and the use of such amounts to make payments to such other Banks, each
Bank's portion of the outstanding Revolving Credit Loans of all the Banks to
equal its Revolving Credit Ratable Share of the Revolving Credit Commitments
(after giving effect to the increase in the Revolving Credit Commitments
occasioned by the addition of the Increasing Bank(s) or Augmenting Lender(s), or
both, as the case may be) and (B) the Borrowers shall be deemed to have repaid
and reborrowed all outstanding Revolving Loans as of the date of any increase in
the Revolving Credit Commitments (with such reborrowing to consist of Revolving
Credit Loans subject to the same interest rate options provided herein, with
related Interest Periods if applicable, specified in a notice delivered by the
Borrowers in accordance with the requirements of Section 4.2). The deemed
payments made pursuant to clause (B) of the immediately preceding sentence in
respect of each Revolving Credit Loan to which a Euro-Rate Option applies shall
be subject to indemnification by the Borrowers pursuant to the provisions of
Section 5.6.2 if the deemed payment occurs other than on the last day of the
related Interest Periods. Upon the request of the Agent, the Borrowers shall
execute and deliver to the Agent for the benefit of the Banks any and all Notes
and other documents, instruments, and agreements necessary or advisable in the
reasonable judgment of the Agent to evidence or document the increase in the
Revolving Credit Commitments, including any amendments hereto, and each of the
Banks and each of the Loan Parties hereby provides its consent hereto and
thereto, and each Bank hereby authorizes the Agent, and each Loan Party hereby
authorizes the Borrowers, to execute any such documents, instruments, and
agreements consistent with the terms of this Section on its behalf without the
necessity of any further consent of any Bank or Loan Party.

               2.1.2 SWING LOAN COMMITMENT.

               Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, and in order to facilitate
loans and repayments between Settlement Dates, PNC Bank may, at its option,
cancelable at any time for any reason whatsoever, make swing loans (the "SWING
LOANS") to the Borrowers at any time or from time to time after the date hereof
to, but not including, the Expiration Date, in an aggregate principal amount up
to but not in excess of $20,000,000.00 (the "SWING LOAN COMMITMENT"), provided
that the aggregate principal amount of PNC Bank's Swing Loans and the Revolving
Credit Loans of all the Banks at any one time outstanding shall not exceed the
Revolving Credit Commitments


                                      -30-

<PAGE>

of all the Banks. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrowers may borrow, repay and reborrow
pursuant to this Section 2.1.2.

          2.2 NATURE OF BANKS' OBLIGATIONS WITH RESPECT TO REVOLVING CREDIT
LOANS.

               Each Bank shall be obligated to participate in each request for
Revolving Credit Loans pursuant to Section 2.4 in accordance with its Revolving
Credit Ratable Share. The aggregate Dollar Equivalent amount of each Bank's
Revolving Credit Loans outstanding hereunder to the Borrowers at any time shall
never exceed its Revolving Credit Commitment minus its Revolving Credit Ratable
Share of the Dollar Equivalent amount of Letters of Credit Outstanding. The
obligations of each Bank hereunder are several. The failure of any Bank to
perform its obligations hereunder shall not affect the Obligations of the
Borrowers to any other party nor shall any other party be liable for the failure
of such Bank to perform its obligations hereunder. The Banks shall have no
obligation to make Revolving Credit Loans hereunder on or after the Expiration
Date.

          2.3 COMMITMENT FEES.

               Accruing from the date hereof until the Expiration Date, the
Borrowers agree to pay to the Agent in Dollars for the account of each Bank, as
consideration for such Bank's Revolving Credit Commitment hereunder, a
nonrefundable commitment fee (the "COMMITMENT FEE") equal to the Applicable
Commitment Fee Rate (computed on the basis of a year of 360 days, and actual
days elapsed) on the average daily difference between the amount of (i) such
Bank's Revolving Credit Commitment as the same may be constituted from time to
time (for purposes of this computation, PNC Bank's Swing Loans shall be deemed
to be borrowed amounts under its Revolving Credit Commitment) and (ii) the sum
of the Dollar Equivalent amount of such Bank's Revolving Credit Loans
outstanding plus its Revolving Credit Ratable Share of the Dollar Equivalent
amount of Letters of Credit Outstanding, in each case as determined during the
preceding fiscal quarter (or shorter period commencing with the Closing Date or
ending on the Expiration Date). All Commitment Fees shall be payable quarterly
in arrears on the first day of each July, October, January and April after the
date hereof and on the Expiration Date or upon acceleration of the Loan.

          2.4 REVOLVING CREDIT LOAN REQUESTS.

          2.4.1 REVOLVING CREDIT LOAN REQUESTS.

               Except as otherwise provided herein, the Borrowers may from time
to time prior to the Expiration Date request the Banks to make Revolving Credit
Loans, or renew or convert the Interest Rate Option applicable to existing
Revolving Credit Loans or Term Loans pursuant to Section 4.2, by delivering to
the Agent, not later than 10:30 a.m., Pittsburgh time, (i) three (3) Business
Days prior to the proposed Borrowing Date with respect to the making of
Revolving Credit Loans in Dollars to which the Euro-Rate Option applies or the
conversion to or the renewal of the Euro-Rate Option for any such Loans and four
(4) Business Days prior to the proposed Borrowing Date with respect to the
making of Revolving Credit Loans in an Optional


                                      -31-

<PAGE>

Currency or the date of conversion to or renewal of the Euro-Rate Option for
Revolving Credit Loans in an Optional Currency and (ii) on either the proposed
Borrowing Date (which shall be a Business Day) with respect to the making of a
Revolving Credit Loan to which the Base Rate Option applies or the last day of
the preceding Interest Period with respect to the conversion to the Base Rate
Option for any Loan, of a duly completed request therefor substantially in the
form of EXHIBIT 2.4 or a request by telephone immediately confirmed in writing
by letter, facsimile or telex in such form (each, a "LOAN REQUEST"), it being
understood that the Agent may rely on the authority of any individual making
such a telephonic request without the necessity of receipt of such written
confirmation. Each Loan Request shall be irrevocable and shall specify (i) the
proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans
(expressed in the currency in which such Loans shall be funded) comprising each
Borrowing Tranche, the Dollar Equivalent amount of which shall be in integral
multiples of $100,000.00 and not less than $2,000,000.00 for each Borrowing
Tranche to which the Euro-Rate Option applies and not less than the lesser of
$2,000,000.00 and the maximum amount available for Borrowing Tranches to which
the Base Rate Option applies; (iii) whether the Euro-Rate Option or Base Rate
Option shall apply to the proposed Revolving Credit Loans comprising the
applicable Borrowing Tranche; (iv) the currency in which such Loans shall be
funded if the Borrower is electing the Euro-Rate Option; and (v) in the case of
a Borrowing Tranche to which the Euro-Rate Option applies, an appropriate
Interest Period for the Loans comprising such Borrowing Tranche.

               2.4.2 SWING LOAN REQUESTS.

               Except as otherwise provided herein, the Borrowers may from time
to time prior to the Expiration Date request PNC Bank to make Swing Loans by
delivery to PNC Bank not later than 10:30 a.m. Pittsburgh time on the proposed
Borrowing Date of a duly completed request therefor substantially in the form of
EXHIBIT 2.4 hereto or a request by telephone immediately confirmed in writing by
letter, facsimile or telex (each, a "SWING LOAN REQUEST"), it being understood
that PNC Bank may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation. Each Swing Loan Request shall be irrevocable and shall specify the
proposed Borrowing Date and the principal amount of such Swing Loan, which shall
be not less than $500,000.00.

               2.5 MAKING REVOLVING CREDIT LOANS AND SWING LOANS; REVOLVING
CREDIT NOTES AND SWING NOTES.

               2.5.1 MAKING REVOLVING CREDIT LOANS.

               Promptly after receipt by the Agent of a Loan Request pursuant to
Section 2.4, the Agent shall notify the Banks of its receipt of such Loan
Request specifying: (i) the proposed Borrowing Date and the time and method of
disbursement of the Revolving Credit Loans requested thereby; (ii) the amount
and type of each such Revolving Credit Loan and the applicable Interest Period
(if any); (iii) the apportionment among the Banks of such Revolving Credit Loans
as determined by the Agent in accordance with Section 2.2; and (iv) the currency
in which Revolving Credit Loan is requested. Each Bank shall remit the principal
amount of each Revolving Credit Loan in the requested currency to the Agent such
that the


                                      -32-

<PAGE>

Agent is able to, and the Agent shall, to the extent the Banks have made funds
available to it for such purpose and subject to Section 7.2, fund such Revolving
Credit Loans to the Borrowers in U.S. Dollars and immediately available funds at
the Principal Office prior to 2:00 p.m., Pittsburgh time, on the applicable
Borrowing Date, provided that if any Bank fails to remit such funds to the Agent
in a timely manner, the Agent may elect, in its sole discretion, to fund with
its own funds the Revolving Credit Loans of such Bank on such Borrowing Date,
and such Bank shall be subject to the repayment obligation in Section 10.16.

               2.5.2 MAKING SWING LOANS.

               So long as PNC Bank elects to make Swing Loans, PNC Bank shall,
after receipt by it of a Swing Loan Request pursuant to Section 2.4.2, fund such
Swing Loan to the Borrowers in Dollars and immediately available funds at the
Principal Office prior to three (3) o'clock p.m. Pittsburgh time on the
Borrowing Date.

          2.6 REVOLVING CREDIT NOTES.

               The obligation of the Borrowers to repay the aggregate unpaid
principal amount of the Revolving Credit Loans made to it by each Bank, together
with interest thereon, shall be evidenced by a Revolving Credit Note dated the
Closing Date payable to the order of such Bank in a face amount equal to the
Revolving Credit Commitment of such Bank.

          2.7 SWING LOAN NOTE.

               The obligation of the Borrowers to repay the unpaid principal
amount of the Swing Loans made to it by PNC Bank together with interest thereon
shall be evidenced by the Swing Loan Note payable to the order of PNC Bank in a
face amount equal to the Swing Loan Commitment.

          2.8 BORROWINGS TO REPAY SWING LOANS.

               PNC Bank may, at its option, exercisable at any time for any
reason whatsoever, demand repayment of the Swing Loans, and each Bank shall make
a Revolving Credit Loan in an amount equal to such Bank's Revolving Credit
Ratable Share of the aggregate principal amount of the outstanding Swing Loans,
plus, if PNC Bank so requests, accrued interest thereon, provided that no Bank
shall be obligated in any event to make any Revolving Credit Loan if after
giving effect thereto, the sum of the Dollar Equivalent amount of its Revolving
Credit Loans plus such Bank's Revolving Credit Ratable Share of the Dollar
Equivalent amount of Letters of Credit Outstanding exceeds its Revolving Credit
Commitment. Revolving Credit Loans made pursuant to the preceding sentence shall
bear interest at the Base Rate Option and shall be deemed to have been properly
requested in accordance with Section 2.4.1 without regard to any of the
requirements of that provision. PNC Bank shall provide notice to the Banks
(which may be telephonic or written notice by letter, facsimile or telex) that
such Revolving Credit Loans are to be made under this Section 2.8 and of the
apportionment among the Banks, and the Banks shall be unconditionally obligated
to fund such Revolving Credit Loans (whether or not


                                      -33-

<PAGE>

the conditions specified in Section 7.2 are then satisfied) by the time PNC Bank
so requests, which shall not be earlier than 3:00 p.m. Pittsburgh time on the
next Business Day after the date the Banks receive such notice from PNC Bank.

          2.9 UTILIZATION OF COMMITMENTS IN OPTIONAL CURRENCIES.

               2.9.1 PERIODIC COMPUTATIONS OF DOLLAR EQUIVALENT AMOUNTS OF
REVOLVING CREDIT LOANS AND LETTERS OF CREDIT OUTSTANDING.

               The Agent will determine the Dollar Equivalent amount of (i)
proposed Letters of Credit to be denominated in an Optional Currency as of the
requested Borrowing Date or date of issuance, as the case may be, (ii)
outstanding Letters of Credit Outstanding denominated in an Optional Currency as
of the last Business Day of each month, and (iii) outstanding Revolving Credit
Loans denominated in an Optional Currency as of the end of each Interest Period
(each such date under clauses (i) through (iii), a "COMPUTATION DATE").

               2.9.2 NOTICES FROM BANKS THAT OPTIONAL CURRENCIES ARE UNAVAILABLE
TO FUND NEW LOANS.

               The Banks shall be under no obligation to make the Revolving
Credit Loans requested by the Borrowers which are denominated in an Optional
Currency if any Bank notifies the Agent by 5:00 p.m. (Pittsburgh time) four (4)
Business Days prior to the Borrowing Date for such Revolving Credit Loans that
such Bank cannot provide its Revolving Credit Ratable Share of such Revolving
Credit Loans in such Optional Currency. In the event the Agent timely receives a
notice from a Bank pursuant to the preceding sentence, the Agent will notify the
Borrowers no later than 12:00 noon (Pittsburgh time) three (3) Business Days
prior to the Borrowing Date for such Revolving Credit Loans that the Optional
Currency is not then available for such Revolving Credit Loans, and the Agent
shall promptly thereafter notify the Banks of the same and the Banks shall not
make such Revolving Credit Loans requested by the Borrowers under their Loan
Request.

               2.9.3 NOTICES FROM BANKS THAT OPTIONAL CURRENCIES ARE UNAVAILABLE
TO FUND RENEWALS OF THE EURO-RATE OPTION.

               If the Borrowers deliver a Loan Request requesting that the Banks
renew the Euro-Rate Option with respect to an outstanding Borrowing Tranche of
Revolving Credit Loans denominated in an Optional Currency, the Banks shall be
under no obligation to renew such Euro-Rate Option if any Bank delivers to the
Agent a notice by 5:00 p.m. (Pittsburgh time) four (4) Business Days prior to
the effective date of such renewal that such Bank cannot continue to provide
Revolving Credit Loans in such Optional Currency. In the event the Agent timely
receives a notice from a Bank pursuant to the preceding sentence, the Agent will
notify the Borrowers no later than 12:00 noon (Pittsburgh time) three (3)
Business Days prior to the renewal date that the renewal of such Revolving
Credit Loans in such Optional Currency is not then available, and the Agent
shall promptly thereafter notify the Banks of the same. If the Agent shall have
so notified the Borrowers that any such continuation of such Revolving Credit
Loans


                                      -34-

<PAGE>

in such Optional Currency is not then available, any notice of renewal with
respect thereto shall be deemed withdrawn, and such Loans shall be redenominated
into Base Rate Loans in Dollars with effect from the last day of the Interest
Period with respect to any such Loans. The Agent will promptly notify the
Borrowers and the Banks of any such redenomination, and in such notice, the
Agent will state the aggregate Dollar Equivalent amount of the redenominated
Revolving Credit Loans in an Optional Currency as of the applicable Computation
Date with respect thereto and such Bank's Revolving Credit Ratable Share
thereof.

               2.9.4 EUROPEAN MONETARY UNION.

                    2.9.4.1 PAYMENTS IN EUROS UNDER CERTAIN CIRCUMSTANCES.

               If, as a result of the implementation of the European monetary
union, (i) any Optional Currency ceases to be lawful currency of the nation
issuing the same and is replaced by a European common currency (the "EURO") or
(ii) any Optional Currency and the Euro are at the same time recognized by any
governmental authority of the nation issuing such currency as lawful currency of
such nation and the Agent or the Required Banks shall so request in a notice
delivered to the Borrowers, then any amount payable hereunder by any party
hereto in such Optional Currency shall instead by payable in the Euro and the
amount so payable shall be determined by translating the amount payable in such
Optional Currency to the Euro at the exchange rate recognized by the European
Central Bank for the purpose of implementing the European monetary union (and
the provisions governing payments in Optional Currencies in this Agreement shall
apply to such payment in the Euro as if such payment in the Euro were a payment
in an Optional Currency). Prior to the occurrence of the event or events
described in clause (i) or (ii) of the preceding sentence, each amount payable
hereunder in any Optional Currency will, except as otherwise provided herein,
continue to be payable only in that currency.

                    2.9.4.2 ADDITIONAL COMPENSATION UNDER CERTAIN CIRCUMSTANCES.

               The Borrowers agree, at the request of any Bank to compensate
such Bank for any loss, cost, expense or reduction in return that such Bank
shall reasonably determine shall be incurred or sustained by such Bank as a
result of the implementation of European monetary union and that would not have
been incurred or sustained but for the transactions provided for herein. A
certificate of any Bank setting forth such Bank's determination of the amount or
amounts necessary to compensate such Bank shall be delivered to the Borrowers
and shall be conclusive absent manifest error so long as such determination is
made on a reasonable basis. The Borrowers shall pay such Bank the amount shown
as due on any such certificate within ten (10) days after receipt thereof.

                    2.9.5 REQUESTS FOR ADDITIONAL OPTIONAL CURRENCIES.

               The Borrowers may deliver to the Agent a written request that
Revolving Credit Loans hereunder also be permitted to be made in any other
lawful currency (other than


                                      -35-

<PAGE>

Dollars), in addition to the currencies specified in the definition of "Optional
Currency" herein provided that such currency must be freely traded in the
offshore interbank foreign exchange markets, freely transferable, freely
convertible into Dollars and available to the Banks in the applicable interbank
market. The Agent will promptly notify the Banks of any such request promptly
after the Agent receives such request. The Agent and each Bank may grant or
accept such request in their sole discretion. The Agent will promptly notify the
Borrowers of the acceptance or rejection by the Agent and each of the Banks of
the Borrowers' request. The requested currency shall be approved as an Optional
Currency hereunder only if the Agent and all of the Banks approve of the
Borrowers' request.

          2.10 USE OF PROCEEDS.

               The proceeds of the Revolving Credit Loans shall be used for (i)
financing the Permitted Future UK Acquisition, (ii) financing the Financed
Domestic Acquisition, (iii) refinancing amounts outstanding under the Prior
Senior Credit Facility, and (iv) general corporate purposes, including financing
working capital and Permitted Acquisitions.

          2.11 LETTER OF CREDIT SUBFACILITY.

               2.11.1 ISSUANCE OF LETTERS OF CREDIT.

               The Borrowers may request the issuance of a letter of credit
(each such letter of credit and each Existing Letter of Credit, a "LETTER OF
CREDIT") on behalf of itself or another Loan Party by delivering or having such
other Loan Party deliver to the Agent a completed application and agreement for
letters of credit in such form as the Agent may specify from time to time by no
later than 10:00 a.m., Pittsburgh time, at least five (5) Business Days, or such
shorter period as may be agreed to by the Agent, in advance of the proposed date
of issuance. Each Letter of Credit shall be a Standby Letter of Credit (and may
not be a Commercial Letter of Credit) and may be denominated in either Dollars
or an Optional Currency. Subject to the terms and conditions hereof and in
reliance on the agreements of the other Banks set forth in this Section 2.11,
the Agent or any of the Agent's Affiliates will issue a Letter of Credit
provided that each Letter of Credit shall (A) have a maximum maturity of twelve
(12) months from the date of issuance, and (B) in no event expire later than
five (5) Business Days prior to the Expiration Date and providing that in no
event shall (i) the Dollar Equivalent amount of Letters of Credit Outstanding
exceed, at any one time, $20,000,000.00, or (ii) the Dollar Equivalent Revolving
Facility Usage exceed, at any one time, the Revolving Credit Commitments. The
Existing Letters of Credit shall be deemed to have been issued hereunder.

               2.11.2 LETTER OF CREDIT FEES.

               The Borrowers shall pay in Dollars (i) to the Agent for the
ratable account of the Banks a fee (the "LETTER OF CREDIT FEE") equal to the
Applicable Margin then in effect for Revolving Credit Loans subject to the
Euro-Rate Option, per annum, and (ii) to the Agent for its own account a
fronting fee equal to 0.125% per annum (each computed on the basis of a year of
360 days and actual days elapsed), which fees shall be computed on the daily
average Dollar


                                      -36-

<PAGE>

Equivalent amount of Letters of Credit Outstanding during the preceding fiscal
quarter (or shorter period commencing with the Closing Date or ending with the
Expiration Date) and shall be payable quarterly in arrears commencing with the
first day of each July, October, January and April following issuance of each
Letter of Credit and on the Expiration Date. The Borrowers shall also pay to the
Agent in Dollars for the Agent's sole account the Agent's then in effect
customary fees and administrative expenses payable with respect to the Letters
of Credit as the Agent may generally charge or incur from time to time in
connection with the issuance, maintenance, modification (if any), assignment or
transfer (if any), negotiation, and administration of Letters of Credit.

               2.11.3 DISBURSEMENTS, REIMBURSEMENT.

                    2.11.3.1 Immediately upon the issuance of each Letter of
Credit (and with respect to the Existing Letters of Credit, on the Closing
Date), each Bank shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Agent a participation in such Letter of Credit and
each drawing thereunder in an amount equal to such Bank's Revolving Credit
Ratable Share of the maximum amount available to be drawn under such Letter of
Credit and the amount of such drawing, respectively.

                    2.11.3.2 In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the Agent will
promptly notify the Borrowers. Provided that it shall have received such notice,
the Borrowers shall reimburse (such obligation to reimburse the Agent shall
sometimes be referred to as a "REIMBURSEMENT OBLIGATION") the Agent in Dollars
prior to 12:00 noon, Pittsburgh time on each date that an amount is paid by the
Agent under any Letter of Credit (each such date, a "DRAWING DATE") in an amount
equal to the Dollar Equivalent amount so paid by the Agent. In the event the
Borrowers fail to reimburse the Agent for the full Dollar Equivalent amount of
any drawing under any Letter of Credit by 12:00 noon, Pittsburgh time, on the
Drawing Date, the Agent will promptly notify each Bank thereof, and the
Borrowers shall be deemed to have requested that Revolving Credit Loans be made
by the Banks in Dollars under the Base Rate Option in an amount equal to the
Dollar Equivalent amount of such drawing to be disbursed on the Drawing Date
under such Letter of Credit, subject to the amount of the unutilized portion of
the Revolving Credit Commitment and subject to the conditions set forth in
Section 7.2 other than any notice requirements. Any notice given by the Agent
pursuant to this Section 2.11.3.2 may be oral if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.

                    2.11.3.3 Each Bank shall upon any notice pursuant to Section
2.11.3.2 make available to the Agent an amount in Dollars in immediately
available funds equal to its Revolving Credit Ratable Share of the Dollar
Equivalent amount of the drawing (whether or not the conditions set forth in
Section 7.2 shall have been satisfied), whereupon the participating Banks shall
(subject to Section 2.11.3.4) each be deemed to have made a Revolving Credit
Loan in Dollars under the Base Rate Option to the Borrowers in that amount. If
any Bank so notified fails to make available in Dollars to the Agent for the
account of the Agent the amount of such Bank's Revolving Credit Ratable Share of
such Dollar Equivalent


                                      -37-

<PAGE>

amount by no later than 2:00 p.m., Pittsburgh time on the Drawing Date, then
interest shall accrue on such Bank's obligation to make such payment, from the
Drawing Date to the date on which such Bank makes such payment (i) at a rate per
annum equal to the Federal Funds Effective Rate during the first three (3) days
following the Drawing Date and (ii) at a rate per annum equal to the rate
applicable to Loans under the Base Rate Option on and after the fourth day
following the Drawing Date. The Agent will promptly give notice of the
occurrence of the Drawing Date, but failure of the Agent to give any such notice
on the Drawing Date or in sufficient time to enable any Bank to effect such
payment on such date shall not relieve such Bank from its obligation under this
Section 2.11.3.3.

                    2.11.3.4 With respect to any unreimbursed drawing that is
not converted into Revolving Credit Loans under the Base Rate Option to the
Borrowers in whole or in part as contemplated by Section 2.11.3.2, because of
the Borrowers' failure to satisfy the conditions set forth in Section 7.2 other
than any notice requirements or for any other reason, the Borrowers shall be
deemed to have incurred from the Agent a borrowing (each a "LETTER OF CREDIT
BORROWING") in Dollars in the Dollar Equivalent amount of such drawing. Such
Letter of Credit Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at the rate per annum applicable to the
Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the
Agent pursuant to Section 2.11.3.3 shall be deemed to be a payment in respect of
its participation in such Letter of Credit Borrowing and shall constitute a
"PARTICIPATION ADVANCE" from such Bank in satisfaction of its participation
obligation under this Section 2.11.3.

               2.11.4 REPAYMENT OF PARTICIPATION ADVANCES.

                    2.11.4.1 Upon (and only upon) receipt by the Agent for its
account of immediately available funds from the Borrowers (i) in payment of any
Letter of Credit Borrowing made by the Agent under the Letter of Credit with
respect to which any Bank has made a Participation Advance to the Agent, or (ii)
in payment of interest on such a payment made by the Agent under such a Letter
of Credit, the Agent will pay to each Bank, in the same funds as those received
by the Agent, the amount of such Bank's Revolving Credit Ratable Share of such
funds, except the Agent shall retain the amount of the Revolving Credit Ratable
Share of such funds of any Bank that did not make a Participation Advance in
respect of such payment by Agent.

                    2.11.4.2 If the Agent is required at any time to return to
any Loan Party, or to a trustee, receiver, liquidator, custodian, or any
official in any Insolvency Proceeding, any portion of the payments made by any
Loan Party to the Agent pursuant to Section 2.11.4.1 in reimbursement of a
payment made under the Letter of Credit or interest or fee thereon, each Bank
shall, on demand of the Agent, forthwith return to the Agent the amount of its
Revolving Credit Ratable Share of any amounts so returned by the Agent plus
interest thereon from the date such demand is made to the date such amounts are
returned by such Bank to the Agent, at a rate per annum equal to the Federal
Funds Effective Rate in effect from time to time.


                                      -38-

<PAGE>

               2.11.5 DOCUMENTATION.

               Each Loan Party agrees to be bound by the terms of the Agent's
application and agreement for letters of credit and the Agent's written
regulations and customary practices relating to letters of credit, though such
interpretation may be different from such Loan Party's own. In the event of a
conflict between such application or agreement and this Agreement, this
Agreement shall govern. It is understood and agreed that, except in the case of
its own gross negligence or willful misconduct, the Agent shall not be liable
for any error, negligence and/or mistakes, whether of omission or commission, in
following any Loan Party's instructions or those contained in the Letters of
Credit or any modifications, amendments or supplements thereto.

               2.11.6 DETERMINATIONS TO HONOR DRAWING REQUESTS.

               In determining whether to honor any request for drawing under any
Letter of Credit by the beneficiary thereof, the Agent shall be responsible only
to determine that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on their face
with the requirements of such Letter of Credit.

               2.11.7 NATURE OF PARTICIPATION AND REIMBURSEMENT OBLIGATIONS.

               Each Bank's obligation in accordance with this Agreement to make
the Revolving Credit Loans or Participation Advances, as contemplated by Section
2.11.3, as a result of a drawing under a Letter of Credit, and the Obligations
of the Borrowers to reimburse the Agent upon a draw under a Letter of Credit,
shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Section 2.11 under all
circumstances, including the following circumstances:

                    (i) any set-off, counterclaim, recoupment, defense or other
right which such Bank may have against the Agent or any of its Affiliates, the
Borrowers or any other Person for any reason whatsoever;

                    (ii) the failure of any Loan Party or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in Sections 2.1, 2.4, 2.5 or 7.2 or as otherwise set forth in this
Agreement for the making of a Revolving Credit Loan, it being acknowledged that
such conditions are not required for the making of a Letter of Credit Borrowing
and the obligation of the Banks to make Participation Advances under Section
2.11.3;

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

                    (iv) any claim of breach of warranty that might be made by
any Loan Party or any Bank against any beneficiary of a Letter of Credit, or the
existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense
or other right which any Loan Party or any Bank may have at any time against a
beneficiary, successor beneficiary any transferee or assignee of any Letter of
Credit or the proceeds thereof (or any Persons for whom


                                      -39-

<PAGE>

any such transferee may be acting), the Agent or its Affiliates or any Bank or
any other Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying
transaction between any Loan Party or Subsidiaries of a Loan Party and the
beneficiary for which any Letter of Credit was procured);

                    (v) the lack of power or authority of any signer of (or any
defect in or forgery of any signature or endorsement on) or the form of or lack
of validity, sufficiency, accuracy, enforceability or genuineness of any draft,
demand, instrument, certificate or other document presented under or in
connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or
provisions of services relating to a Letter of Credit, in each case even if the
Agent or any of the Agent's Affiliates has been notified thereof;

                    (vi) payment by the Agent or any of its Affiliates under any
Letter of Credit against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such Letter of Credit;

                    (vii) the solvency of, or any acts of omissions by, any
beneficiary of any Letter of Credit, or any other Person having a role in any
transaction or obligation relating to a Letter of Credit, or the existence,
nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;

                    (viii) any failure by the Agent or any of Agent's Affiliates
to issue any Letter of Credit in the form requested by any Loan Party, unless
the Agent has received written notice from such Loan Party of such failure
within three Business Days after the Agent shall have furnished such Loan Party
a copy of such Letter of Credit and such error is material and no drawing has
been made thereon prior to receipt of such notice;

                    (ix) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;

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

                    (xi) the occurrence or continuance of an Insolvency
Proceeding with respect to any Loan Party;

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

                    (xiii) the fact that the Expiration Date shall have passed
or this Agreement or the Commitments hereunder shall have been terminated; and

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


                                      -40-

<PAGE>

               2.11.8 INDEMNITY.

               In addition to amounts payable as provided in Section 10.5, the
Borrowers hereby agree to protect, indemnify, pay and save harmless the Agent
and any of Agent's Affiliates that has issued a Letter of Credit from and
against any and all claims, demands, liabilities, damages, taxes, penalties,
interest, judgments, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and allocated costs of internal
counsel) which the Agent or any of Agent's Affiliates may incur or be subject to
as a consequence, direct or indirect, of the issuance of any Letter of Credit,
other than as a sole result of (i) the gross negligence or willful misconduct of
the Agent as determined by a final judgment of a court of competent jurisdiction
or (ii) the wrongful dishonor by the Agent or any of Agent's Affiliates of a
proper demand for payment made under any Letter of Credit, except if such
dishonor resulted from any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions herein called "GOVERNMENTAL ACTS").

               2.11.9 LIABILITY FOR ACTS AND OMISSIONS.

               As between any Loan Party and the Agent, or the Agent's
Affiliates, such Loan Party assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, the Agent
shall not be responsible for any of the following including any losses or
damages to any Loan Party or other Person or property relating therefrom: (i)
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Agent or the Agent's Affiliates shall have been notified thereof);
(ii) the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) the failure of the beneficiary
of any such Letter of Credit, or any other party to which such Letter of Credit
may be transferred, to comply fully with any conditions required in order to
draw upon such Letter of Credit or any other claim of any Loan Party against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among any Loan Party and any beneficiary of any Letter of Credit or
any such transferee; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or
of the proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of the Agent or
the Agent's Affiliates, as applicable, including any Governmental Acts, and none
of the above shall affect or impair, or prevent the vesting of, any of the
Agent's or the Agent's Affiliates rights or powers hereunder. Nothing in the
preceding sentence shall relieve the Agent from liability for the Agent's gross
negligence or willful misconduct in connection with actions or omissions
described in such clauses (i) through (viii) of


                                      -41-

<PAGE>

such sentence. In no event shall the Agent or the Agent's Affiliates be liable
to any Loan Party for any indirect, consequential, incidental, punitive,
exemplary or special damages or expenses (including without limitation
attorneys' fees), or for any damages resulting from any change in the value of
any property relating to a Letter of Credit.

               Without limiting the generality of the foregoing, the Agent and
each of its Affiliates (i) may rely on any oral or other communication believed
in good faith by the Agent or such Affiliate to have been authorized or given by
or on behalf of the applicant for a Letter of Credit, (ii) may honor any
presentation if the documents presented appear on their face substantially to
comply with the terms and conditions of the relevant Letter of Credit; (iii) may
honor a previously dishonored presentation under a Letter of Credit, whether
such dishonor was pursuant to a court order, to settle or compromise any claim
of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to
the same extent as if such presentation had initially been honored, together
with any interest paid by the Agent or its Affiliate; (iv) may honor any drawing
that is payable upon presentation of a statement advising negotiation or
payment, upon receipt of such statement (even if such statement indicates that a
draft or other document is being delivered separately), and shall not be liable
for any failure of any such draft or other document to arrive, or to conform in
any way with the relevant Letter of Credit; (v) may pay any paying or
negotiating bank claiming that it rightfully honored under the laws or practices
of the place where such bank is located; and (vi) may settle or adjust any claim
or demand made on the Agent or its Affiliate in any way related to any order
issued at the applicant's request to an air carrier, a letter of guarantee or of
indemnity issued to a carrier or any similar document (each an "ORDER") and
honor any drawing in connection with any Letter of Credit that is the subject to
such Order, notwithstanding that any drafts or other documents presented in
connection with such Letter of Credit fail to conform in any way with such
Letter of Credit.

               In furtherance and extension and not in limitation of the
specific provisions set forth above, any action taken or omitted by the Agent or
the Agent's Affiliates under or in connection with the Letters of Credit issued
by it or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put the Agent or the Agent's Affiliates under
any resulting liability to the Borrowers or any Bank.

          2.12 CURRENCY REPAYMENTS.

          Notwithstanding anything contained herein to the contrary, the entire
amount of principal of and interest on any Revolving Credit Loan made in an
Optional Currency shall be repaid in the same Optional Currency in which such
Loan was made, provided, however, that if it is impossible or illegal for the
Borrowers to effect payment of a Revolving Credit Loan in the Optional Currency
in which such Loan was made, or if the Borrowers default in their obligations to
do so, the Required Banks may at their option permit such payment to be made (i)
at and to a different location, subsidiary, affiliate or correspondent of Agent,
(ii) in the Equivalent Amount of Dollars or (iii) in an Equivalent Amount of
such other currency (freely convertible into Dollars) as the Required Banks may
solely at their option designate. Upon any events described in (i) through (iii)
of the preceding sentence, the Borrowers shall make such payment, and the
Borrowers agree to hold each Bank harmless from and against any loss incurred by
any Bank


                                      -42-

<PAGE>

arising from the cost to such Bank of any premium, any costs of exchange, the
cost of hedging and covering the Optional Currency in which such Loan was
originally made, and from any change in the value of Dollars, or such other
currency, in relation to the Optional Currency that was due and owing. Such loss
shall be calculated for the period commencing with the first day of the Interest
Period for such Loan and continuing through the date of payment thereof. Without
prejudice to the survival of any other agreement of the Borrowers hereunder, the
Borrowers' obligations under this Section 2.12 shall survive termination of this
Agreement.

          2.13 OPTIONAL CURRENCY AMOUNTS.

               Notwithstanding anything contained herein to the contrary, the
Agent may, with respect to notices by the Borrowers for Revolving Credit Loans
in an Optional Currency or voluntary prepayments of less than the full amount of
an Optional Currency Borrowing Tranche, engage in reasonable rounding of the
Optional Currency amounts requested to be loaned or repaid; and, in such event,
the Agent shall promptly notify the Borrowers and the Banks of such rounded
amounts and the Borrowers' request or notice shall thereby be deemed to reflect
such rounded amounts.

          2.14 REDUCTION OF COMMITMENT.

               The Borrowers shall have the right at any time and from time to
time upon five (5) Business Days' prior written notice to the Agent to
permanently reduce, in whole multiples of $5,000,000 of principal, or terminate
the Revolving Credit Commitments without penalty or premium, except as
hereinafter set forth, provided that any such reduction or termination shall be
accompanied by (a) the payment in full of any Commitment Fee then accrued on the
amount of such reduction or termination and (b) prepayment of the Revolving
Credit Notes, together with the full amount of interest accrued on the principal
sum to be prepaid (and all amounts referred to in Section 5.6 hereof), to the
extent that the Dollar Equivalent Revolving Facility Usage then outstanding
exceeds the Revolving Credit Commitments as so reduced or terminated. From the
effective date of any such reduction or termination the obligations of Borrower
to pay the Commitment Fee pursuant to Section 2.3 shall correspondingly be
reduced or cease.

                                 3. TERM LOANS

          3.1 TERM LOAN COMMITMENTS.

               Subject to the terms and conditions hereof, and relying upon the
representations and warranties herein set forth, each Bank severally agrees to
make a term loan in Dollars (and not in an Optional Foreign Currency) (the "TERM
Loans") to the Borrowers on the Closing Date in the principal amount of such
Bank's Term Loan Commitment. A portion of the Term Loans equal to $50,000,000 is
hereby designated as "Tranche A" (the "Tranche A Term Loans"), and a portion of
the Term Loans equal to $50,000,000 is hereby designated as "Tranche


                                      -43-

<PAGE>

B" (the "Tranche B Term Loans") and 50% of the Term Loans made by each Bank
shall be Tranche A Term Loans and the remaining 50% of such Term Loans made by
such Bank shall be Tranche B Term Loans.

          3.2 NATURE OF BANKS' OBLIGATIONS WITH RESPECT TO TERM LOANS.

               The failure of any Bank to make a Term Loan shall not relieve any
other Bank of its obligations to make a Term Loan nor shall it impose any
additional liability on any other Bank hereunder. The Banks shall have no
obligation to make Term Loans hereunder after the Closing Date. The Term Loan
Commitments are not revolving credit commitments, and the Borrowers shall not
have the right to borrow, repay and reborrow Term Loans under Section 3.1.

          3.3 TERM LOAN NOTES.

               The obligation of the Borrowers to repay the unpaid principal
amount of the Term Loans made to it by each Bank, together with interest
thereon, shall be evidenced by a Term Note dated the Closing Date payable to the
order of each Bank in a face amount equal to the Term Loan of such Bank. The
principal amount of the Term Notes shall be payable in aggregate quarterly
installments on the last day of each fiscal quarter commencing March 31, 2007 as
follows:

<TABLE>
<CAPTION>
        Due Dates          Amount of Each Payment   Total for Fiscal Year
        ---------          ----------------------   ---------------------
<S>                        <C>                      <C>
3/31/07 through 12/31/07        $3,750,000.00           $15,000,000.00
3/31/08 through 12/31/08        $5,000,000.00           $20,000,000.00
3/31/09 through 12/31/09        $6,250,000.00           $25,000,000.00
3/31/10 through 12/31/10        $6,250,000.00           $25,000,000.00
</TABLE>

with a final payment due on April 2, 2011, equal to the total outstanding
principal amount of the Term Loans, all accrued, but unpaid, interest thereon
and all fees and other amounts owing under the Loan Documents with respect
thereto.

          3.4 USE OF PROCEEDS.

               The proceeds of the Term Loans shall be used for (i) financing
the Financed Domestic Acquisition, (ii) refinancing amounts outstanding under
the Prior Senior Credit Facility, and (iii) general corporate purposes,
including financing working capital and Permitted Acquisitions.


                                      -44-
<PAGE>

                               4. INTEREST RATES

          4.1 INTEREST RATE OPTIONS.

               The Borrowers shall pay interest in respect of the outstanding
unpaid principal amount of the Loans as selected by it from the Base Rate Option
or Euro-Rate Option set forth below applicable to the Loans, it being understood
that, subject to the provisions of this Agreement, the Borrowers may select
different Interest Rate Options and different Interest Periods to apply
simultaneously to the Loans comprising different Borrowing Tranches and may
convert to or renew one or more Interest Rate Options with respect to all or any
portion of the Loans comprising any Borrowing Tranche, provided that there shall
not be at any one time outstanding more than eleven (11) Borrowing Tranches in
the aggregate among all of the Loans. If at any time the designated rate
applicable to any Loan made by any Bank exceeds such Bank's highest lawful rate,
the rate of interest on such Bank's Loan shall be limited to such Bank's highest
lawful rate. Interest on the principal amount of each Loan made in an Optional
Currency shall be paid by the Borrowers in such Optional Currency. Swing Loans
shall be interest at a rate to be agreed upon by the Agent and the Borrowers.

               4.1.1 INTEREST RATE OPTIONS.

               The Borrowers shall have the right to select from the following
Interest Rate Options applicable to the Revolving Credit Loans (subject to the
provisions above regarding Swing Loans) and the Term Loans, except that no Loan
to which a Base Rate shall apply may be made in an Optional Currency:

                    (i) Base Rate Option. A fluctuating rate per annum (computed
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed) equal to the Base Rate, such interest rate to change automatically from
time to time effective as of the effective date of each change in the Base Rate;
or

                    (ii) Euro-Rate Option. A rate per annum (computed on the
basis of a year of 360 days and actual days elapsed), provided that, for
Revolving Credit Loans made in an Optional Currency for which a 365-day basis is
the only market practice available to the Agent, such rate shall be calculated
on the basis of a year of 365 or 366 days, as the case maybe for the actual days
elapsed) equal to the Euro-Rate plus the Applicable Margin.

               4.1.2 RATE QUOTATIONS.

               The Borrowers may call the Agent on or before the date on which a
Loan Request is to be delivered to receive an indication of the interest rates
and the applicable currency exchange rates then in effect, but it is
acknowledged that such projection shall not be binding on the Agent or the Banks
nor affect the rate of interest or the calculation of Equivalent Amounts which
thereafter are actually in effect when the election is made.


                                      -45-

<PAGE>

          4.2 INTEREST PERIODS.

               At any time when the Borrowers shall select, convert to or renew
a Euro-Rate Option, the Borrowers shall notify the Agent thereof by delivering a
Loan Request at least four (4) Business Days prior to the effective date of such
Interest Rate Option, with respect to an Optional Currency Loan, and three (3)
Business Days prior to the effective date of such Interest Rate Option, with
respect to a Loan denominated in Dollars. The notice shall specify an Interest
Period during which such Interest Rate Option shall apply. Notwithstanding the
preceding sentence, the following provisions shall apply to any selection of,
renewal of, or conversion to a Euro-Rate Option:

               4.2.1 AMOUNT OF BORROWING TRANCHE.

               The Dollar Equivalent amount of each Borrowing Tranche of
Euro-Rate Loans shall be in integral multiples of $100,000.00 and not less than
$2,000,000.00; and

               4.2.2 RENEWALS.

               In the case of the renewal of a Euro-Rate Option at the end of an
Interest Period, the first day of the new Interest Period shall be the last day
of the preceding Interest Period, without duplication in payment of interest for
such day.

          4.3 INTEREST AFTER DEFAULT.

               To the extent permitted by Law, upon the occurrence of an Event
of Default and until such time such Event of Default shall have been cured or
waived:

               4.3.1 LETTER OF CREDIT FEES, INTEREST RATE.

               The Letter of Credit Fees and the rate of interest for each Loan
otherwise applicable pursuant to Section 2.11.2 or Section 4.1, respectively,
shall be increased, by 2.0% per annum; and

               4.3.2 OTHER OBLIGATIONS.

               Each other Obligation hereunder if not paid when due shall bear
interest at a rate per annum equal to the sum of the rate of interest applicable
under the Base Rate Option plus an additional 2% per annum from the time such
Obligation becomes due and payable and until it is paid in full.

               4.3.3 ACKNOWLEDGMENT.

               The Borrowers acknowledges that the increase in rates referred to
in this Section 4.3 reflects, among other things, the fact that such Loans or
other amounts have become a substantially greater risk given their default
status and that the Banks are entitled to additional


                                      -46-

<PAGE>

compensation for such risk; and all such interest shall be payable by the
Borrowers upon demand by the Agent.

          4.4 EURO-RATE UNASCERTAINABLE; ILLEGALITY; INCREASED COSTS; DEPOSITS
NOT AVAILABLE.

               4.4.1 UNASCERTAINABLE.

               If on any date on which a Euro-Rate would otherwise be
determined, the Agent shall have determined that:

                    (i) adequate and reasonable means do not exist for
ascertaining such Euro-Rate, or

                    (ii) a contingency has occurred which materially and
adversely affects the London interbank eurodollar market relating to the
Euro-Rate, the Agent shall have the rights specified in Section 4.4.3.

               4.4.2 ILLEGALITY; INCREASED COSTS; DEPOSITS NOT AVAILABLE.

               If at any time any Bank shall have determined that:

                    (i) the making, maintenance or funding of any Loan to which
a Euro-Rate Option applies has been made impracticable or unlawful by compliance
by such Bank in good faith with any Law or any interpretation or application
thereof by any Official Body or with any request or directive of any such
Official Body (whether or not having the force of Law), or

                    (ii) such Euro-Rate Option will not adequately and fairly
reflect the cost to such Bank of the establishment or maintenance of any such
Loan, or

                    (iii) after making all reasonable efforts, deposits of the
relevant amount in Dollars or in the Optional Currency (as applicable) for the
relevant Interest Period for a Loan, or to banks generally, to which a Euro-Rate
Option applies, respectively, are not available to such Bank with respect to
such Loan, or to banks generally, in the interbank eurodollar market, then the
Agent shall have the rights specified in Section 4.4.3.

               4.4.3 AGENT'S AND BANK'S RIGHTS.

               In the case of any event specified in Section 4.4.1 above, the
Agent shall promptly so notify the Banks and the Borrowers thereof, and in the
case of an event specified in Section 4.4.2 above, such Bank shall promptly so
notify the Agent and endorse a certificate to such notice as to the specific
circumstances of such notice, and the Agent shall promptly send copies of such
notice and certificate to the other Banks and the Borrowers. Upon such date as
shall be specified in such notice (which shall not be earlier than the date such
notice is given), the obligation of (A) the Banks, in the case of such notice
given by the Agent, or (B) such Bank, in


                                      -47-

<PAGE>

the case of such notice given by such Bank, to allow the Borrowers to select,
convert to or renew a Euro-Rate Option or select an Optional Currency (as
applicable) shall be suspended until the Agent shall have later notified the
Borrowers, or such Bank shall have later notified the Agent, of the Agent's or
such Bank's, as the case may be, determination that the circumstances giving
rise to such previous determination no longer exist. If at any time the Agent
makes a determination under Section 4.4.1 and the Borrowers have previously
notified the Agent of its selection of, conversion to or renewal of a Euro-Rate
Option and such Interest Rate Option has not yet gone into effect, such
notification shall be deemed to provide for selection of, conversion to or
renewal of the Base Rate Option otherwise available with respect to such Loans.
If any Bank notifies the Agent of a determination under Section 4.4.2, the
Borrowers shall, subject to the Borrowers' indemnification Obligations under
Section 5.6.2, as to any Loan of the Bank to which a Euro-Rate Option applies,
on the date specified in such notice either (i) as applicable, convert such Loan
to the Base Rate Option otherwise available with respect to such Loan or select
a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance
with Section 5.4. Absent due notice from the Borrowers of conversion or
prepayment, such Loan shall automatically be converted to the Base Rate Option
otherwise available with respect to such Loan upon such specified date.

          4.5 SELECTION OF INTEREST RATE OPTIONS.

               If the Borrowers fail to select a new Interest Period or Optional
Currency to apply to any Borrowing Tranche of Loans under the Euro-Rate Option
at the expiration of an existing Interest Period applicable to such Borrowing
Tranche in accordance with the provisions of Section 4.2, the Borrowers shall be
deemed to have converted such Borrowing Tranche to the Base Rate Option or to a
Loan in Dollars, as applicable, commencing upon the last day of the existing
Interest Period.

                                  5. PAYMENTS

          5.1 PAYMENTS.

               All payments and prepayments to be made in respect of principal,
interest, Commitment Fees, Letter of Credit Fees, Agent's Fee or other fees or
amounts due from the Borrowers hereunder shall be payable prior to 11:00 a.m.,
Pittsburgh time, on the date when due without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Borrowers,
and without set-off, counterclaim or other deduction of any nature, and an
action therefor shall immediately accrue. Such payments shall be made to the
Agent at the Principal Office for the account of PNC Bank with respect to the
Swing Loans and for the ratable accounts of the Banks with respect to the
Revolving Loans or Term Loans in Dollars except that payments of principal or
interest shall be made in the currency in which such Loan was made, and in
immediately available funds, and the Agent shall promptly distribute such
amounts to the Banks in immediately available funds, provided that in the event
payments are received by 11:00 a.m., Pittsburgh time, by the Agent with respect
to the Loans and such payments are not distributed to the Banks on the same day
received by the Agent, the Agent shall pay the Banks


                                      -48-

<PAGE>

the Federal Funds Effective Rate in the case of Loans or other amounts due in
Dollars, or the Overnight Rate in the case of Loans or other amounts due in an
Optional Currency, with respect to the amount of such payments for each day held
by the Agent and not distributed to the Banks. The Agent's and each Bank's
statement of account, ledger or other relevant record shall, in the absence of
manifest error, be conclusive as the statement of the amount of principal of and
interest on the Loans and other amounts owing under this Agreement (including
the Equivalent Amounts of the applicable currencies where such computations are
required) and shall be deemed an "account stated."

          5.2 PRO RATA TREATMENT OF BANKS.

               Each borrowing of Revolving Credit Loans shall be allocated to
each Bank according to its Revolving Credit Ratable Share, each borrowing of
Tranche A Term Loans shall be allocated to each Bank according to its Term Loan
Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to
each Bank according to its Term Loan Ratable Share, and each selection of,
conversion to or renewal of any Interest Rate Option and each payment or
prepayment by the Borrowers with respect to principal, interest, Commitment
Fees, Letter of Credit Fees, or other fees (except for the Agent's Fee and the
fronting fee for Letters of Credit referred to in Section 2.11.2(ii)) or amounts
due from the Borrowers hereunder to the Banks with respect to the Loans, shall
(except as provided in Section 4.4.3 in the case of an event specified in
Sections 4.4, 5.4.2 or 5.6) be made in proportion to the applicable Loans
outstanding from each Bank and, if no such Loans are then outstanding, in
proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as
applicable of each Bank. Notwithstanding any of the foregoing, each borrowing or
payment or prepayment by the Borrowers of principal, interest, fees or other
amounts from the Borrowers with respect to Swing Loans shall be made by or to
PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated
50% to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each
Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A
Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans
shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term Loans.

          5.3 INTEREST PAYMENT DATES.

               Interest on Loans to which the Base Rate Option applies shall be
due and payable in arrears on the first day of each July, October, January and
April after the date hereof and on the Expiration Date or upon acceleration of
the Notes. Interest on Loans to which the Euro-Rate Option applies shall be due
and payable in the currency in which such Loan was made on the last day of each
Interest Period for those Loans and, if such Interest Period is longer than
three (3) Months, also on the 90th day of such Interest Period. Interest on
mandatory prepayments of principal under Section 5.5 shall be made in the
currency in which such Loan was made and shall be due on the date such mandatory
prepayment is due. Interest on the principal amount of each Loan or other
monetary Obligation shall be due and payable in the currency in which such Loan
was made on demand after such principal amount or other monetary Obligation
becomes due and payable (whether on the stated maturity date, upon acceleration
or otherwise).


                                      -49-

<PAGE>

          5.4 VOLUNTARY PREPAYMENTS.

               5.4.1 RIGHT TO PREPAY.

               The Borrowers shall have the right, at its option, from time to
time to prepay the Loans in whole or part without premium or penalty (except as
provided in Section 5.4.2 below or in Section 5.6) in the currency in which such
Loan was made:

                    (i) at any time with respect to any Loan to which the Base
Rate Option applies,

                    (ii) on the last day of the applicable Interest Period with
respect to Loans to which a Euro-Rate Option applies,

                    (iii) on the date specified in a notice by any Bank pursuant
to Section 4.4 with respect to any Loan to which a Euro-Rate Option applies.

               Whenever the Borrower desires to prepay any part of the Loans, it
shall provide a prepayment notice to the Agent by 1:00 p.m. Pittsburgh time: (i)
at least one (1) Business Day prior to the date of prepayment of the Revolving
Credit Loans or Term Loans made in Dollars and (ii) at least four (4) Business
Days prior to the date of prepayment of any Loans in an Optional Currency, and
(iii) on the date of prepayment of Swing Loans, in each case setting forth the
following information:

               (x) the date, which shall be a Business Day, on which the
          proposed prepayment is to be made;

               (y) a statement indicating the application of the prepayment
          between the Revolving Credit Loans and Term Loans; and

               (z) the total principal amount and currency of such prepayment,
          the Dollar Equivalent amount of which shall not be less than
          $500,000.00 for any Swing Loan or $1,000,000.00 for any Revolving
          Credit Loan or Term Loan or such lesser amount as may be outstanding.

               All prepayment notices shall be irrevocable. The principal amount
of the Loans for which a prepayment notice is given, together with interest on
such principal amount except with respect to Loans to which the Base Rate Option
applies, shall be due and payable on the date specified in such prepayment
notice as the date on which the proposed prepayment is to be made in the
currency in which such Loans was made. All Term Loan prepayments permitted
pursuant to this Section 5.4.1 shall be applied to the unpaid installments of
principal of the Term Loans on a pro rata basis and 50% of such prepayment shall
be allocated to the Tranche A Term Loans and 50% of such prepayment shall be
allocated to the Tranche B Term Loans. Except as provided in Section 4.4.3, if
the Borrowers prepay a Loan but fails to specify the applicable Borrowing
Tranche which the Borrowers are prepaying, the prepayment shall be applied (i)
first to Revolving Credit Loans and then to Term Loans; and (ii) after giving
effect to the allocations


                                      -50-

<PAGE>

in clause (i) above and in the preceding sentence, first to Loans to which the
Base Rate Option applies, then to Loans to which the Euro-Rate Option applies,
and then to Optional Currency Loans. Any prepayment hereunder shall be subject
to the Borrowers' Obligation to indemnify the Banks under Section 5.6.2.
Revolving Credit Loan prepayments shall not result in an reduction of the
Revolving Credit Commitments unless the Borrowers have elected to reduce such
Revolving Credit Commitments pursuant to Section 2.14.

               5.4.2 REPLACEMENT OF A BANK.

               In the event any Bank (i) gives notice under Section 2.9, Section
4.4 or Section 5.6.1, (ii) does not fund Revolving Credit Loans because the
making of such Loans would contravene any Law applicable to such Bank, or (iii)
becomes subject to the control of an Official Body (other than normal and
customary supervision), then the Borrowers shall have the right at its option,
with the consent of the Agent, which shall not be unreasonably withheld, to
prepay the Loans of such Bank in whole, together with all interest accrued
thereon, and terminate such Bank's Commitment within ninety (90) days after (x)
receipt of such Bank's notice under Section 4.4 or 5.6.1, (y) the date such Bank
has failed to fund Revolving Credit Loans because the making of such Loans would
contravene Law applicable to such Bank, or (z) the date such Bank became subject
to the control of an Official Body, as applicable; provided that the Borrowers
shall also pay to such Bank at the time of such prepayment any amounts required
under Section 5.6 and any accrued interest due on such amount and any related
fees; provided, however, that the Revolving Credit Commitment and any Term Loan
of such Bank shall be provided by one or more of the remaining Banks or a
replacement bank acceptable to the Agent; provided, further, the remaining Banks
shall have no obligation hereunder to increase their Commitments.
Notwithstanding the foregoing, the Agent may only be replaced subject to the
requirements of Section 10.14 and provided that all Letters of Credit have
expired or been terminated or replaced.

               5.4.3 CHANGE OF LENDING OFFICE.

               Each Bank agrees that upon the occurrence of any event giving
rise to increased costs or other special payments under Section 4.4.2 or 5.6.1
with respect to such Bank, it will if requested by the Borrowers, use reasonable
efforts (subject to overall policy considerations of such Bank) to designate
another Lending Office for any Loans or Letters of Credit affected by such
event, provided that such designation is made on such terms that such Bank and
its Lending Office suffer no economic, legal or regulatory disadvantage, with
the object of avoiding the consequence of the event giving rise to the operation
of such Section. Nothing in this Section 5.4.3 shall affect or postpone any of
the Obligations of the Borrowers or any other Loan Party or the rights of the
Agent or any Bank provided in this Agreement.


                                      -51-

<PAGE>

          5.5 MANDATORY PREPAYMENTS.

               5.5.1 PREPAYMENT EVENTS.

                    5.5.1.1 SALE OF ASSETS.

               Within five (5) Business Days of any Material Sale of Assets, the
Borrowers shall make a mandatory prepayment of principal on the Term Loans equal
to the applicable percentage (as reflected on SCHEDULE 5.5.1) of the after-tax
proceeds of such sale (as estimated in good faith by the Borrower), together
with accrued interest on such principal amount.

                    5.5.1.2 MATERIAL RECOVERY EVENT.

               Within five (5) Business Days following any Material Recovery
Event if the recovered proceeds are not intended by Borrowers to be used within
180 days for the repair, replacement or restoration of damaged property (or on
such 180th day if the Borrowers intend to use such proceeds for such repair,
replacement or restoration but fails to do so within such 180-day period), the
Borrowers shall make a mandatory prepayment of principal on the Term Loans equal
to the applicable percentage (as reflected on SCHEDULE 5.5.1) of such proceeds
not intended to be so used, or not so used (as the case may be), together with
accrued interest on such principal amount.

                    5.5.1.3 ADDITIONAL INDEBTEDNESS.

               In the event the Borrowers incur Indebtedness (other than
pursuant Section 8.2.1, including, without limitation, indebtedness incurred in
connection with the Required Note Refinancing) in excess of $10,000,000.00 in
the aggregate, upon such incurrence the Borrowers shall make a mandatory
prepayment of principal on the Term Loans equal to the applicable percentage (as
reflected on SCHEDULE 5.5.1) of the proceeds of such Indebtedness in excess of
$10,000,000.00, together with accrued interest on such principal amount.

                    5.5.1.4 EQUITY ISSUANCE.

               In the event of any private placement or public sale of equity by
the Borrowers, the Borrowers shall make a mandatory prepayment of principal of
the Term Loans equal to the applicable percentage (as reflected on SCHEDULE
5.5.1 attached hereto) of the proceeds of such equity issuance (net of
reasonable costs and expenses of such issuance paid or payable to unrelated
third parties) together with accrued interest on such principal amount.

                    5.5.1.5 APPLICATION OF PROCEEDS.

               All prepayments pursuant to this Section 5.5.1 shall be applied
to the payment of the principal amount of the Term Loans by application to the
unpaid installments of principal on a pro rata basis, and 50% of such prepayment
shall be allocated to the Tranche A Term Loans and 50% of such prepayment shall
be allocated to the Tranche B Term Loans.


                                      -52-

<PAGE>

               5.5.2 CURRENCY FLUCTUATIONS.

               If on any Computation Date the sum of the Dollar Equivalent
Revolving Facility Usage is greater than the Revolving Credit Commitments as a
result of a change in exchange rates between one (1) or more Optional Currencies
and Dollars, then the Agent shall notify the Borrowers of the same. The
Borrowers shall pay or prepay the Revolving Credit Loans (subject to Borrowers'
indemnity obligations contained in this Agreement, including, without
limitation, under Section 5.6.2) or Swing Loans within three (3) Business Days
after receiving such notice such that the sum of the Dollar Equivalent Revolving
Facility Usage exceeds the aggregate Revolving Credit Commitments.

               5.5.3 APPLICATION AMONG INTEREST RATE OPTIONS.

               All prepayments required pursuant to this Section 5.5 shall first
be applied among the Interest Rate Options to the principal amount of the
applicable Loans subject to the Base Rate Option, then to Dollar Loans
denominated in Dollars and subject to a Euro-Rate Option and then to Loans of
Optional Currencies subject to the Euro-Rate Option, and the Borrowers will be
subject to the indemnity obligation set forth in Section 5.6.2.

          5.6 ADDITIONAL COMPENSATION IN CERTAIN CIRCUMSTANCES.

               5.6.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES,
RESERVES, CAPITAL ADEQUACY REQUIREMENTS, EXPENSES, ETC.

               If any Law, guideline or interpretation or any change in any Law,
guideline or interpretation or application thereof by any Official Body charged
with the interpretation or administration thereof or compliance with any request
or directive (whether or not having the force of Law) of any central bank or
other Official Body:

                    (i) subjects any Bank to any tax or changes the basis of
taxation with respect to this Agreement, the Notes, the Loans or payments by the
Borrowers of principal, interest, Commitment Fees, or other amounts due from the
Borrowers hereunder or under the Notes (except for taxes on the overall net
income of such Bank),

                    (ii) imposes, modifies or deems applicable any reserve,
special deposit or similar requirement against credits or commitments to extend
credit extended by, or assets (funded or contingent) of, deposits with or for
the account of, or other acquisitions of funds by, any Bank or any lending
office of any Bank, or

                    (iii) imposes, modifies or deems applicable any capital
adequacy or similar requirement (A) against assets (funded or contingent) of, or
letters of credit, other credits or commitments to extend credit extended by,
any Bank, or (B) otherwise applicable to the obligations of any Bank or any
lending office of any Bank under this Agreement,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Bank or its lending office with


                                      -53-

<PAGE>

respect to this Agreement, the Notes or the making, maintenance or funding of
any part of the Loans (or, in the case of any capital adequacy or similar
requirement, to have the effect of reducing the rate of return on any Bank's
capital, taking into consideration such Bank's customary policies with respect
to capital adequacy) by an amount which such Bank in its sole discretion deems
to be material, such Bank shall from time to time notify the Borrowers and the
Agent of the amount determined in good faith (using any averaging and
attribution methods employed in good faith) by such Bank to be necessary to
compensate such Bank for such increase in cost, reduction of income, additional
expense or reduced rate of return. Such notice shall set forth in reasonable
detail the basis for such determination. Such amount shall be due and payable by
the Borrowers to such Bank ten (10) Business Days after such notice is given.

               5.6.2 INDEMNITY.

               In addition to the compensation required by Section 5.6.1, the
Borrowers shall indemnify each Bank against all liabilities, losses or expenses
(including loss of margin, any loss or expense incurred in liquidating or
employing deposits from third parties and any loss or expense incurred in
connection with funds acquired by a Bank to fund or maintain Loans subject to a
Euro-Rate Option) which such Bank sustains or incurs as a consequence of any:

                    (i) payment, prepayment, conversion or renewal of any Loan
to which a Euro-Rate Option applies on a day other than the last day of the
corresponding Interest Period (whether or not such payment or prepayment is
mandatory, voluntary or automatic and whether or not such payment or prepayment
is then due),

                    (ii) attempt by the Borrowers to revoke (expressly, by later
inconsistent notices or otherwise) in whole or part any Loan Requests under
Section 2.4 or Section 4.2 or notice relating to prepayments under Section 5.4,
or

                    (iii) default by the Borrowers in the performance or
observance of any covenant or condition contained in this Agreement or any other
Loan Document, including any failure of the Borrowers to pay when due (by
acceleration or otherwise) any principal, interest, Commitment Fee or any other
amount due hereunder.

               If any Bank sustains or incurs any such loss or expense, it shall
from time to time notify the Borrowers of the amount determined in good faith by
such Bank (which determination may include such assumptions, allocations of
costs and expenses and averaging or attribution methods as such Bank shall deem
reasonable) to be necessary to indemnify such Bank for such loss or expense.
Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrowers to such
Bank ten (10) Business Days after such notice is given.

          5.7 INTERBANK MARKET PRESUMPTION.

               For all purposes of this Agreement and each Note with respect to
any aspects of the Euro-Rate, any Loan under the Euro-Rate Option or any
Optional Currency, each


                                      -54-

<PAGE>

Bank and Agent shall be presumed to have obtained rates, funding, currencies,
deposits, and the like in the applicable interbank market regardless of whether
it did so or not; and, each Bank's and Agent's determination of amounts payable
under, and actions required or authorized by, Section 5.6.2 shall be calculated,
at each Bank's and Agent's option, as though each Bank and Agent funded each
Borrowing Tranche of Loans under the Euro-Rate Option through the purchase of
deposits of the types and maturities corresponding to the deposits used as a
reference in accordance with the terms hereof in determining the Euro-Rate
applicable to such Loans, whether in fact that is the case.

          5.8 TAXES.

               5.8.1 NO DEDUCTIONS.

               All payments made by the Borrowers hereunder and under each Note
shall be made free and clear of and without deduction for any present or future
taxes, levies, imposts, deductions, charges, or withholdings, and all
liabilities with respect thereto, excluding taxes imposed on the net income of
any Bank and all income and franchise taxes applicable to any Bank of the United
States (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings, and liabilities being hereinafter referred to as "TAXES"). If the
Borrowers shall be required by Law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note, (i) the sum payable under such Note
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 5.8.1) each Bank receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrowers shall make such
deductions and (iii) the Borrowers shall timely pay the full amount deducted to
the relevant tax authority or other authority in accordance with applicable Law.

               5.8.2 STAMP TAXES.

               In addition, the Borrowers agree to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges, or
similar levies which arise from any payment made hereunder or from the
execution, delivery, or registration of, or otherwise with respect to, this
Agreement or any Note (hereinafter referred to as "OTHER TAXES").

               5.8.3 INDEMNIFICATION FOR TAXES PAID BY A BANK.

               The Borrowers shall indemnify each Bank for the full amount of
Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this Section 5.8.3) paid by
any Bank and any liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within 30 days
from the date a Bank makes written demand therefor.


                                      -55-

<PAGE>

               5.8.4 CERTIFICATE.

               Within 30 days after the date of any payment of any Taxes by the
Borrowers, the Borrowers, shall furnish to each Bank, at its address referred to
herein, the original or a certified copy of a receipt evidencing payment
thereof. If no Taxes are payable in respect of any payment by the Borrowers, the
Borrowers shall, if so requested by a Bank, provide a certificate of an officer
of the Borrowers to that effect.

               5.8.5 SURVIVAL.

               Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers contained
in Sections 5.8.1 through 5.8.4 shall survive the payment in full of principal
and interest hereunder and under any instrument delivered hereunder.

          5.9 JUDGMENT CURRENCY.

               5.9.1 CURRENCY CONVERSION PROCEDURES FOR JUDGMENTS.

               If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder or under a Note in any currency (the
"ORIGINAL CURRENCY") into another currency (the "OTHER CURRENCY"), the parties
hereby agree, to the fullest extent permitted by Law, that the rate of exchange
used shall be that at which in accordance with normal banking procedures each
Bank could purchase the Original Currency with the Other Currency after any
premium and costs of exchange on the Business Day preceding that on which final
judgment is given.

               5.9.2 INDEMNITY IN CERTAIN EVENTS.

               The obligation of the Borrowers in respect of any sum due from
the Borrowers to any Bank hereunder shall, notwithstanding any judgment in an
Other Currency, whether pursuant to a judgment or otherwise, be discharged only
to the extent that, on the Business Day following receipt by any Bank of any sum
adjudged to be so due in such Other Currency, such Bank may in accordance with
normal banking procedures purchase the Original Currency with such Other
Currency. If the amount of the Original Currency so purchased is less than the
sum originally due to such Bank in the Original Currency, the Borrowers agree,
as a separate obligation and notwithstanding any such judgment or payment, to
indemnify such Bank against such loss.

          5.10 NOTES.

               Upon the request of any Bank, the Revolving Credit Loans or Term
Loans made by such Bank may be evidenced by a Revolving Credit Note or a Term
Note.


                                      -56-

<PAGE>

          5.11 SETTLEMENT DATE PROCEDURES.

               In order to minimize the transfer of funds between the Banks and
the Agent, the Borrowers may borrow, repay and reborrow Swing Loans and PNC Bank
may make Swing Loans as provided in Section 2.4.2 hereof during the period
between Settlement Dates. Not later than 11:00 a.m., Pittsburgh time, on any
Settlement Date, the Agent shall notify each Bank of its Ratable Share of the
total of the Revolving Credit Loans and the Swing Loans (each a "REQUIRED
SHARE") as of such date. Prior to 1:00 p.m., Pittsburgh time, on such Settlement
Date, each Bank shall pay to the Agent the amount equal to the difference
between its Required Share and its Revolving Credit Loans, and the Agent shall
pay to each Bank its Ratable Share of all payments made by the Borrowers to the
Agent with respect to the Revolving Credit Loans. The Agent may at its option
effect settlement on any Business Day. These settlement procedures are
established solely as a matter of administrative convenience, and nothing
contained in this Section 5.11 shall relieve the Banks of their obligations to
fund Revolving Credit Loans on dates other than a Settlement Date. The Agent
may, at any time at its option, for any reason whatsoever require each Bank to
pay immediately to the Agent such Bank's Ratable Share of the outstanding
Revolving Credit Loans and, each Bank may at any time require the Agent to pay
immediately to such Bank its Ratable Share of all payments made by the Borrowers
to the Agent with respect to the Revolving Credit Loans.

                    6. REPRESENTATIONS AND WARRANTIES

          6.1 REPRESENTATIONS AND WARRANTIES.

               The Loan Parties, jointly and severally, represent and warrant to
the Agent and each of the Banks as follows:

               6.1.1 ORGANIZATION AND QUALIFICATION.

               Each Loan Party and each Subsidiary of each Loan Party is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Each Loan Party and each Subsidiary of each Loan Party has the
lawful power to own or lease its properties and to engage in the business it
presently conducts or proposes to conduct. Each Loan Party and each Subsidiary
of each Loan Party is duly licensed or qualified and in good standing in each
jurisdiction listed on SCHEDULE 6.1.1 and in all other jurisdictions where the
property owned or leased by it or the nature of the business transacted by it or
both makes such licensing or qualification necessary except where the failure to
do so would result in a Material Adverse Change.

               6.1.2 SUBSIDIARIES.

               SCHEDULE 6.1.2 states the name of each of the Company's
Subsidiaries, its jurisdiction of incorporation, its authorized capital stock,
the issued and outstanding shares (referred to herein as the "SUBSIDIARY
SHARES") and the owners thereof if it is a corporation, its outstanding
partnership interests (the "PARTNERSHIP INTERESTS") if it is a partnership and
its


                                      -57-

<PAGE>

outstanding limited liability company interests, interests assigned to managers
thereof and the voting rights associated therewith (the "LLC INTERESTS") if it
is a limited liability company. The Borrowers and each Subsidiary of the
Borrowers have good and marketable title to all of the Subsidiary Shares,
Partnership Interests and LLC Interests it purports to own, free and clear, in
each case, of any Lien. All Subsidiary Shares, Partnership Interests and LLC
Interests have been validly issued, and all Subsidiary Shares are fully paid and
nonassessable. All capital contributions and other consideration required to be
made or paid in connection with the issuance of the Partnership Interests and
LLC Interests have been made or paid, as the case may be. There are no options,
warrants or other rights outstanding to purchase any such Subsidiary Shares,
Partnership Interests or LLC Interests except as indicated on SCHEDULE 6.1.2. As
of the Closing Date each of the Material Subsidiaries of the Company is either a
Borrower or a Guarantor.

               6.1.3 POWER AND AUTHORITY.

               Each Loan Party has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a
party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.

               6.1.4 VALIDITY AND BINDING EFFECT.

               This Agreement has been duly and validly executed and delivered
by each Loan Party, and each other Loan Document which any Loan Party is
required to execute and deliver on or after the date hereof will have been duly
executed and delivered by such Loan Party on the required date of delivery of
such Loan Document. This Agreement and each other Loan Document constitutes, or
will constitute, legal, valid and binding obligations of each Loan Party which
is or will be a party thereto on and after its date of delivery thereof,
enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any of such Loan Document may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforceability of creditors' rights generally or limiting the
right of specific performance.

               6.1.5 NO CONFLICT.

               Neither the execution and delivery of this Agreement or the other
Loan Documents by any Loan Party nor the consummation of the transactions herein
or therein contemplated or compliance with the terms and provisions hereof or
thereof by any of them will conflict with, constitute a default under or result
in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of such Loan Party or (ii) any Law or any
material agreement or instrument or order, writ, judgment, injunction or decree
to which such Loan Party or any of its Subsidiaries is a party or by which it or
any of its Subsidiaries is bound or to which it is subject, or result in the
creation or enforcement of any Lien, charge or encumbrance whatsoever upon any
property (now or


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<PAGE>

hereafter acquired) of such Loan Party or any of its Subsidiaries (other than
Liens granted under the Loan Documents).

               6.1.6 LITIGATION.

               There are no actions, suits, proceedings or investigations
pending or, to the knowledge of any Loan Party, threatened against any Loan
Party or any Subsidiary of such Loan Party at law or equity before any Official
Body which individually or in the aggregate would result in any Material Adverse
Change. None of the Loan Parties or any Subsidiaries of any Loan Party is in
violation of any order, writ, injunction or any decree of any Official Body
which would result in any Material Adverse Change.

               6.1.7 TITLE TO PROPERTIES.

               Each Loan Party and each Subsidiary of each Loan Party has good
and marketable title to or valid leasehold interest in all properties, assets
and other rights which it purports to own or lease or which are reflected as
owned or leased on its books and records, free and clear of all Liens and
encumbrances except Permitted Liens, and subject to the terms and conditions of
the applicable leases. All leases of property are in full force and effect
without the necessity for any consent which has not previously been obtained
upon consummation of the transactions contemplated hereby.

               6.1.8 FINANCIAL STATEMENTS.

                    6.1.8.1 HISTORICAL STATEMENTS.

                    The Company has delivered to the Agent copies of its audited
consolidated year-end financial statements for and as of December 31, 2003, 2004
and 2005 (collectively, "HISTORICAL STATEMENTS"). The Historical Statements were
compiled from the books and records maintained by the Borrowers' management, are
correct and complete and fairly represent the consolidated financial condition
of the Company and its Subsidiaries as of their dates and the results of
operations for the fiscal periods then ended and have been prepared in
accordance with GAAP consistently applied.

                    6.1.8.2 ACCURACY OF FINANCIAL STATEMENTS.

                    Neither the Borrowers nor any Subsidiary of the Borrowers
have any liabilities, contingent or otherwise, or forward or long-term
commitments that are not disclosed in the Historical Statements or in the notes
thereto, and except as disclosed therein there are no unrealized or anticipated
losses from any commitments of the Borrowers or any Subsidiary of the Borrowers
which would cause a Material Adverse Change. Since December 31, 2005, no
Material Adverse Change has occurred.


                                      -59-

<PAGE>

               6.1.9 USE OF PROCEEDS; MARGIN STOCK; SECTION 20 SUBSIDIARIES.

                    6.1.9.1 GENERAL.

                    The Loan Parties intend to use Letters of Credit and the
proceeds of the Loans in accordance with Sections 2.10 and 3.4.

                    6.1.9.2 MARGIN STOCK.

                    None of the Loan Parties or any Subsidiaries of any Loan
Party engages or intends to engage principally, or as one of its important
activities, in the business of extending credit for the purpose, immediately,
incidentally or ultimately, of purchasing or carrying margin stock (within the
meaning of Regulation U). No part of the proceeds of any Loan has been or will
be used, immediately, incidentally or ultimately, to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock or to refund Indebtedness originally incurred for such
purpose, or for any purpose which entails a violation of or which is
inconsistent with the provisions of the regulations of the Board of Governors of
the Federal Reserve System. None of the Loan Parties or any Subsidiary of any
Loan Party holds or intends to hold margin stock in such amounts that more than
25% of the reasonable value of the assets of any Loan Party or Subsidiary of any
Loan Party are or will be represented by margin stock.

                    6.1.9.3 SECTION 20 SUBSIDIARIES.

                    The Borrowers do not intend to use and shall not use any
portion of the proceeds of the Loans, directly or indirectly, to purchase during
the underwriting period, or for thirty (30) days thereafter, Ineligible
Securities being underwritten by a Section 20 Subsidiary.

               6.1.10 FULL DISCLOSURE.

               Neither this Agreement nor any other Loan Document, nor any
certificate, statement, agreement or other documents furnished to the Agent or
any Bank in connection herewith or therewith, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein, in light of the circumstances under
which they were made, not misleading. There is no fact known to any Loan Party
which materially adversely affects the business, property, assets, financial
condition, results of operations or prospects of any Loan Party or Subsidiary of
any Loan Party which has not been set forth in this Agreement or in the
certificates, statements, agreements or other documents furnished in writing to
the Agent and the Banks prior to or at the date hereof in connection with the
transactions contemplated hereby.

               6.1.11 TAXES.

               All federal, state, local and other tax returns required to have
been filed with respect to each Loan Party and each Subsidiary of each Loan
Party have been filed, and


                                      -60-

<PAGE>

payment or adequate provision has been made for the payment of all taxes, fees,
assessments and other governmental charges which have or may become due pursuant
to said returns or to assessments received, except to the extent that such
taxes, fees, assessments and other charges are being contested in good faith by
appropriate proceedings diligently conducted and for which such reserves or
other appropriate provisions, if any, as shall be required by GAAP shall have
been made. There are no agreements or waivers extending the statutory period of
limitations applicable to any federal income tax return of any Loan Party or
Subsidiary of any Loan Party for any period.

               6.1.12 CONSENTS AND APPROVALS.

               No consent, approval, exemption, order or authorization of, or a
registration or filing with, any Official Body or any other Person is required
by any Law or any agreement in connection with the execution, delivery and
carrying out of this Agreement and the other Loan Documents by any Loan Party,
except as listed on SCHEDULE 6.1.12, all of which shall have been obtained or
made on or prior to the Closing Date except as otherwise indicated on SCHEDULE
6.1.12.

               6.1.13 NO EVENT OF DEFAULT; COMPLIANCE WITH INSTRUMENTS.

               No event has occurred and is continuing and no condition exists
or will exist after giving effect to the borrowings or other extensions of
credit to be made on the Closing Date under or pursuant to the Loan Documents
which constitutes an Event of Default or Potential Default. None of the Loan
Parties or any Subsidiaries of any Loan Party is in violation of (i) any term of
its certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents or (ii) any material agreement or
instrument to which it is a party or by which it or any of its properties may be
subject or bound where such violation would constitute a Material Adverse
Change.

               6.1.14 PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.

               Each Loan Party and each Subsidiary of each Loan Party owns or
possesses all the material patents, trademarks, service marks, trade names,
copyrights, licenses, registrations, franchises, permits and rights necessary to
own and operate its properties and to carry on its business as presently
conducted and planned to be conducted by such Loan Party or Subsidiary, without
known possible, alleged or actual conflict with the rights of others. All
patents, trademarks, service marks, trade names, copyrights, licenses,
registrations, franchises and permits of each Loan Party and each Subsidiary of
each Loan Party the absence of which. individually or collectively, would result
in a Material Adverse Change are listed and described on SCHEDULE 6.1.14.


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<PAGE>

               6.1.15 SECURITY INTERESTS.

               The Liens and security interests granted to the Agent, for the
benefit of the Banks, pursuant to the Pledge Agreement in the Collateral
constitute and will continue to constitute Prior Security Interests under the
Uniform Commercial Code as in effect in each applicable jurisdiction (the
"UNIFORM COMMERCIAL CODE") or other applicable Law entitled to all the rights,
benefits and priorities provided by the Uniform Commercial Code or such Law.
Upon the filing of financing statements relating to said security interests in
each office and in each jurisdiction where required in order to perfect the
security interests described above and taking possession of any stock
certificates or other certificates evidencing the Pledged Collateral as
applicable, all such action as is necessary or advisable to establish such
rights of the Agent will have been taken, and there will be upon execution and
delivery of the Pledge Agreement, such filings and such taking of possession, no
necessity for any further action in order to preserve, protect and continue such
rights, except the filing of continuation statements with respect to such
financing statements within six months prior to each five-year anniversary of
the filing of such financing statements. All filing fees and other expenses in
connection with each such action have been or will be paid by the Borrower.

               6.1.16 STATUS OF THE PLEDGED COLLATERAL.

               All the shares of capital stock, Partnership Interests or LLC
Interests included in the Pledged Collateral to be pledged pursuant to the
Pledge Agreement are or will be upon issuance validly issued and nonassessable
and owned beneficially and of record by the pledgor free and clear of any Lien
or restriction on transfer, except as otherwise provided by the Pledge Agreement
and except as the right of the Banks to dispose of the Subsidiary Shares,
Partnership Interests or LLC Interests may be limited by the Securities Act of
1933, as amended, and the regulations promulgated by the Securities and Exchange
Commission thereunder and by applicable state securities laws. There are no
shareholder, partnership, limited liability company or other agreements or
understandings with respect to the shares of capital stock, Partnership
Interests or LLC Interests included in the Pledged Collateral except for the
partnership agreements and limited liability company agreements described on
SCHEDULE 6.1.16. The Loan Parties have delivered true and correct copies of such
partnership agreements and limited liability company agreements to the Agent.

               6.1.17 INSURANCE.

               No notice has been given or claim made and no grounds exist to
cancel or avoid any of such policies or bonds or to reduce the coverage provided
thereby. Such policies and bonds provide adequate coverage from reputable and
financially sound insurers in amounts sufficient to insure the assets and risks
of each Loan Party and each Subsidiary of each Loan Party in accordance with
prudent business practice in the industry of the Loan Parties and their
Subsidiaries.


                                      -62-

<PAGE>

               6.1.18 COMPLIANCE WITH LAWS.

               The Loan Parties and their Subsidiaries are in compliance in all
material respects with all applicable Laws (other than Environmental Laws which
are specifically addressed in Section 6.1.23) in all jurisdictions in which any
Loan Party or Subsidiary of any Loan Party is presently or will be doing
business except where the failure to do so would not constitute a Material
Adverse Change.

               6.1.19 MATERIAL CONTRACTS; BURDENSOME RESTRICTIONS.

               Except for the Prior Senior Credit Facility (which will be
terminated and all obligations thereunder will be satisfied in full on the
Closing Date), the material contracts filed or incorporated by reference in the
Company's Annual Report on form 10-Kfor the fiscal year ended December 31, 2005
are valid, binding and enforceable upon such Loan Party or Subsidiary and each
of the other parties thereto in accordance with their respective terms, and
there is no default thereunder, to the Loan Parties' knowledge, with respect to
parties other than such Loan Party or Subsidiary. None of the Loan Parties or
their Subsidiaries is bound by any contractual obligation, or subject to any
restriction in any organization document, or any requirement of Law which would
result in a Material Adverse Change.

               6.1.20 INVESTMENT COMPANIES; REGULATED ENTITIES.

               None of the Loan Parties or any Subsidiaries of any Loan Party is
an "investment company" registered or required to be registered under the
Investment Company Act of 1940 or under the "control" of an "investment company"
as such terms are defined in the Investment Company Act of 1940 and shall not
become such an "investment company" or under such "control." None of the Loan
Parties or any Subsidiaries of any Loan Party is subject to any other Federal or
state statute or regulation limiting its ability to incur Indebtedness for
borrowed money.

               6.1.21 PLANS AND BENEFIT ARRANGEMENTS.

               Except as set forth on SCHEDULE 6.1.21:

                    (i) The Borrowers and each other member of the ERISA Group
are in compliance in all material respects with any applicable provisions of
ERISA with respect to all Benefit Arrangements, Plans and Multiemployer Plans.
There has been no Prohibited Transaction with respect to any Benefit Arrangement
or any Plan or, to the best knowledge of the Borrowers, with respect to any
Multiemployer Plan or Multiple Employer Plan, which could result in any material
liability of the Borrowers or any other member of the ERISA Group. The Borrowers
and all other members of the ERISA Group have made when due any and all payments
required to be made under any agreement relating to a Multiemployer Plan or a
Multiple Employer Plan or any Law pertaining thereto. With respect to each Plan
and Multiemployer Plan, the Borrowers and each other member of the ERISA Group
(i) have fulfilled in all material respects their obligations under the minimum
funding standards of


                                      -63-

<PAGE>

ERISA, (ii) have not incurred any liability to the PBGC, and (iii) have not had
asserted against them any penalty for failure to fulfill the minimum funding
requirements of ERISA. All Plans, Benefit Arrangements and Multiemployer Plans
have been administered in accordance with their terms and applicable Law.

                    (ii) To the best of the Borrowers' knowledge, each
Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder
when due.

                    (iii) Neither the Borrowers nor any other member of the
ERISA Group has instituted or intends to institute proceedings to terminate any
Plan.

                    (iv) No event requiring notice to the PBGC under Section
302(f)(4)(A) of ERISA has occurred or is reasonably expected to occur with
respect to any Plan, and no amendment with respect to which security is required
under Section 307 of ERISA has been made or is reasonably expected to be made to
any Plan.

                    (v) The aggregate actuarial present value of all benefit
liabilities (whether or not vested) under each Plan, determined on a plan
termination basis, as disclosed in, and as of the date of, the most recent
actuarial report for such Plan, does not exceed the aggregate fair market value
of the assets of such Plan.

                    (vi) Neither the Borrowers nor any other member of the ERISA
Group has incurred or reasonably expects to incur any material withdrawal
liability under ERISA to any Multiemployer Plan or Multiple Employer Plan.
Neither the Borrowers nor any other member of the ERISA Group has been notified
by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan
or Multiple Employer Plan has been terminated within the meaning of Title IV of
ERISA and, to the best knowledge of the Borrowers, no Multiemployer Plan or
Multiple Employer Plan is reasonably expected to be reorganized or terminated,
within the meaning of Title IV of ERISA.

                    (vii) To the extent that any Benefit Arrangement is insured,
the Borrowers and all other members of the ERISA Group have paid when due all
premiums required to be paid for all periods through the Closing Date. To the
extent that any Benefit Arrangement is funded other than with insurance, the
Borrowers and all other members of the ERISA Group have made when due all
contributions required to be paid for all periods through the Closing Date.

                    (viii) All Plans, Benefit Arrangements and Multiemployer
Plans have been administered in all material respects and in accordance with
their terms and applicable Law.

               6.1.22 EMPLOYMENT MATTERS.

               Each of the Loan Parties and each of their Subsidiaries is in
compliance with the Labor Contracts and all applicable federal, state and local
labor and employment Laws including those related to equal employment
opportunity and affirmative action, labor relations,


                                      -64-

<PAGE>

minimum wage, overtime, child labor, medical insurance continuation, worker
adjustment and relocation notices, immigration controls and worker and
unemployment compensation, where the failure to comply would constitute a
Material Adverse Change. There are no outstanding grievances, arbitration awards
or appeals therefrom arising out of the Labor Contracts or current or, to the
knowledge of any Loan Party, threatened strikes, picketing, handbilling or other
work stoppages or slowdowns at facilities of any of the Loan Parties or any of
their Subsidiaries which in any case would constitute a Material Adverse Change.
The Borrowers have delivered to the Agent true and correct copies of each of the
Labor Contracts (excluding individual employment contracts with individual
employees).

               6.1.23 ENVIRONMENTAL MATTERS.

               Except (i) as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2005, including Note 19 to the
Consolidated Financial Statements or such matters to the extent that reserves
have been set aside as set forth in such statements and (ii) except to the
extent that a Material Adverse Change would not result therefrom:

                    (i) None of the Loan Parties has received, or has any reason
to believe that it might receive, any Environmental Complaint, whether directed
or issued to such Loan Party or relating or pertaining to any prior owner,
operator or occupant of the Property , and has no reason to believe that it
might receive any Environmental Complaint.

                    (ii) No activity of any Loan Party at the Property is being
or has been conducted in violation of any Environmental Law or Required
Environmental Permit and to the knowledge of any Loan Party, no activity of any
prior owner, operator or occupant of the Property was conducted in violation of
any Environmental Law.

                    (iii) There are no Regulated Substances present on, in,
under, or emanating from, or to any Loan Party's knowledge emanating to, the
Property or any portion thereof which result in Contamination.

                    (iv) Each Loan Party has all Required Environmental Permits
and all such Required Environmental Permits are in full force and effect.

                    (v) Each Loan Party has submitted to an Official Body and/or
maintains, as appropriate, all Required Environmental Notices.

                    (vi) No structures, improvements, equipment, fixtures,
impoundments, pits, lagoons or aboveground or underground storage tanks located
on the Property contain or use, except in compliance with Environmental Laws and
Required Environmental Permits, Regulated Substances or otherwise are operated
or maintained except in compliance with Environmental Laws and Required
Environmental Permits.

                    (vii) No portion of the Property is identified or to the
knowledge of any Loan Party, proposed to be identified on any list of
contaminated properties or


                                      -65-

<PAGE>

other properties which pursuant to Environmental Laws are the subject of a
investigation or remediation action by an Official Body, nor to the knowledge of
any Loan Party is any portion of any property adjoining or in the proximity of
such portion of the Property identified or proposed to be identified on any such
list.

                    (viii) No lien or other encumbrance authorized by
Environmental Laws exists against the Property and the Loan Parties Borrowers
have no reason to believe that such a lien or encumbrance may be imposed.

               6.1.24 SENIOR DEBT STATUS.

                    The Obligations of each Loan Party under this Agreement, the
Notes, the Guaranty Agreement and each of the other Loan Documents to which it
is a party do rank and will rank at least pari passu in priority of payment with
all other Indebtedness of such Loan Party. There is no Lien upon or with respect
to any of the properties or income of any Loan Party or Subsidiary of any Loan
Party which secures indebtedness or other obligations of any Person except for
Permitted Liens.

               6.1.25 ANTI-TERRORISM LAWS.

                    6.1.25.1 GENERAL.

                    None of the Loan Parties nor or any Subsidiaries of any Loan
Party (or to its knowledge any Affiliate of any Loan Party), is in violation of
any Anti-Terrorism Law or engages in or conspires to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.

                    6.1.25.2 EXECUTIVE ORDER NO. 13224.

                    None of the Loan Parties, nor or any Subsidiaries of any
Loan Party (or to its knowledge any Affiliate of any Loan Party or, to the
knowledge of any Loan Party, their respective agents acting or benefiting in any
capacity in connection with the Loans, Letters of Credit or other transactions
hereunder), is any of the following (each a "BLOCKED PERSON"):

                    (i) a Person that is listed in the annex to, or is otherwise
subject to the provisions of, the Executive Order No. 13224;

                    (ii) a Person owned or controlled by, or acting for or on
behalf of, any Person that is listed in the annex to, or is otherwise subject to
the provisions of, the Executive Order No. 13224;

                    (iii) a Person or entity with which any Bank is prohibited
from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;


                                      -66-
<PAGE>

                    (iv) a Person or entity that commits, threatens or conspires
to commit or supports "terrorism" as defined in the Executive Order No. 13224;

                    (v) a Person or entity that is named as a "specially
designated national" on the most current list published by the U.S. Treasury
Department Office of Foreign Asset Control at its official website or any
replacement website or other replacement official publication of such list, or

                    (vi) a person or entity who is affiliated or associated with
a person or entity listed above.

                    No Loan Party or, to the knowledge of any Loan Party, any of
its agents acting in any capacity in connection with the Loans, Letters of
Credit or other transactions hereunder (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order No. 13224.

          6.2 CONTINUATION OF REPRESENTATIONS.

               The Loan Parties make the representations and warranties in this
Section 6 on the date hereof and on the Closing Date and each date thereafter on
which a Loan is made or a Letter of Credit is issued as provided in and subject
to Sections 2 and 7.

          6.3 UPDATES TO SCHEDULES.

               Should any of the information or disclosures provided on any of
the Schedules attached hereto become outdated or incorrect in any material
respect, the Borrowers shall promptly provide the Agent in writing with such
revisions or updates to such Schedule as may be necessary or appropriate to
update or correct same; provided, however, that no Schedule shall be deemed to
have been amended, modified or superseded by any such correction or update, nor
shall any breach of warranty or representation resulting from the inaccuracy or
incompleteness of any such Schedule be deemed to have been cured thereby, unless
and until the Required Banks, in their sole and absolute discretion, shall have
accepted in writing such revisions or updates to such Schedule.

           7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

               The obligation of each Bank to make Loans and of the Agent to
issue Letters of Credit hereunder is subject to the performance by each of the
Loan Parties of its Obligations to be performed hereunder at or prior to the
making of any such Loans or issuance of such Letters of Credit and to the
satisfaction of the following further conditions:


                                      -67-

<PAGE>

          7.1 FIRST LOANS AND LETTERS OF CREDIT.

               On the Closing Date:

               7.1.1 OFFICER'S CERTIFICATE.

               The representations and warranties of each of the Loan Parties
contained in Section 6 and in each of the other Loan Documents shall be true and
accurate on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), and each of the Loan Parties shall
have performed and complied with all covenants and conditions hereof and
thereof, no Event of Default or Potential Default shall have occurred and be
continuing or shall exist; and there shall be delivered to the Agent for the
benefit of each Bank a certificate of each of the Loan Parties (other than the
German Borrowers which shall comply with Section 8.1.14), dated the Closing Date
and signed by the Chief Executive Officer, President or Chief Financial Officer
of each of the Loan Parties, to each such effect.

               7.1.2 SECRETARY'S CERTIFICATE.

               There shall be delivered to the Agent for the benefit of each
Bank a certificate dated the Closing Date and signed by the Secretary or an
Assistant Secretary of each of the Loan Parties (other than the German Borrowers
which shall comply with Section 8.1.14), certifying as appropriate as to:

                    (i) all action taken by each Loan Party in connection with
this Agreement and the other Loan Documents;

                    (ii) the names of the officer or officers authorized to sign
this Agreement and the other Loan Documents and the true signatures of such
officer or officers and specifying the Authorized Officers permitted to act on
behalf of each Loan Party for purposes of this Agreement and the true signatures
of such officers, on which the Agent and each Bank may conclusively rely; and

                    (iii) copies of its organizational documents, including its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, and limited liability company
agreement as in effect on the Closing Date certified by the appropriate state
official where such documents are filed in a state office together with
certificates from the appropriate state officials as to the continued existence
and good standing of each Loan Party in each state where organized or qualified
to do business.

               7.1.3 DELIVERY OF LOAN DOCUMENTS.

               The Guaranty Agreement shall have been duly executed and
delivered to the Agent for the benefit of the Banks.


                                      -68-

<PAGE>

               7.1.4 OPINION OF COUNSEL.

               There shall be delivered to the Agent for the benefit of each
Bank a written opinion of counsel to each of the Loan Parties (other than
counsel for the German Borrowers and the UK Borrower; opinions of such counsel
shall be delivered in accordance with Section 8.1.14), including Ballard Spahr
Andrews & Ingersoll, LLP, as may be acceptable to the Agent, dated the Closing
Date and in form and substance satisfactory to the Agent and its counsel:

                    (i) as to the matters set forth in EXHIBIT 7.1.4; and

                    (ii) as to such other matters incident to the transactions
contemplated herein as the Agent may reasonably request.

               7.1.5 LEGAL DETAILS.

               All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be in form and substance satisfactory to the Agent and counsel for the Agent,
and the Agent shall have received all such other counterpart originals or
certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Agent and said
counsel, as the Agent or said counsel may reasonably request.

               7.1.6 PAYMENT OF FEES.

               The Borrowers shall have paid or caused to be paid to the Agent
for itself and for the account of the Banks, as appropriate, to the extent not
previously paid all commitment and other fees accrued through the Closing Date
and the costs and expenses for which the Agent and the Banks are entitled to be
reimbursed.

               7.1.7 CONSENTS.

               All material consents required to effectuate the transactions
contemplated hereby as set forth on SCHEDULE 6.1.12 shall have been obtained.

               7.1.8 FINANCED DOMESTIC ACQUISITION

               The Financed Domestic Acquisition shall have closed on terms and
conditions set forth in the acquisitions documents related thereto which shall
be reasonably acceptable to the Agent and the Banks and the Borrowers shall have
delivered copies of such documents to the Agent and the Banks.

               7.1.9 CLOSING DATE COMPLIANCE CERTIFICATE

               The Company shall have delivered a Compliance Certificate dated
as of the Closing Date which demonstrates that the Borrowers are in compliance
with its financial covenants as of the Closing Date (measuring Consolidated
Adjusted EBITDA and other income


                                      -69-

<PAGE>

and expense items through December 31, 2005 and measuring Indebtedness as of the
Closing Date after giving effect to the Loans made and Letters of Credit issued
on such date).

               7.1.10 OFFICER'S CERTIFICATE REGARDING MACS.

               Since December 31, 2005, no Material Adverse Change shall have
occurred; prior to the Closing Date, there shall have been no material change in
the management of any Loan Party or Subsidiary of any Loan Party; and there
shall have been delivered to the Agent for the benefit of each Bank a
certificate dated the Closing Date and signed by the Chief Executive Officer,
President or Chief Financial Officer of each Loan Party to each such effect.

               7.1.11 NO VIOLATION OF LAWS.

               The making of the Loans and the issuance of the Letters of Credit
shall not contravene any Law applicable to any Loan Party.

               7.1.12 NO ACTIONS OR PROCEEDINGS.

               No action, proceeding, investigation, regulation or legislation
shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, this Agreement, the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which, in the
Agent's sole discretion, would make it inadvisable to consummate the
transactions contemplated by this Agreement or any of the other Loan Documents.

          7.2 EACH ADDITIONAL LOAN OR LETTER OF CREDIT.

               At the time of making any Loans or issuing any Letters of Credit
other than Loans made or Letters of Credit issued on the Closing Date and after
giving effect to the proposed extensions of credit: the representations and
warranties of the Loan Parties contained in Section 6 and in the other Loan
Documents shall be true on and as of the date of such additional Loan or Letter
of Credit with the same effect as though such representations and warranties had
been made on and as of such date (except representations and warranties which
expressly relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times
referred to therein) and the Loan Parties shall have performed and complied with
all covenants and conditions hereof; no Event of Default or Potential Default
shall have occurred and be continuing or shall exist; the making of the Loans or
issuance of such Letter of Credit shall not contravene any Law applicable to any
Loan Party or Subsidiary of any Loan Party or any of the Banks; and the
Borrowers shall have delivered to the Agent a duly executed and completed Loan
Request or application for a Letter of Credit as the case may be.

          7.3 LOANS TO FUND ACQUISITIONS.

               Prior to the making of any Loan or issuance of any Letter of
Credit to finance any acquisitions (other than the Approved Acquisitions), the
Borrowers shall have


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<PAGE>

delivered to the Agent the documents, pro forma statements, certificates, other
material required by Section 8.2.6 and such other evidence requested by the
Agent in order that the Agent can determine whether such proposed acquisition
qualifies as a Permitted Acquisition; and the Agent shall have so determined
that such acquisition so qualifies as a Permitted Acquisition.

                                  8. COVENANTS

          8.1 AFFIRMATIVE COVENANTS.

          The Loan Parties, jointly and severally, covenant and agree that until
payment in full of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings, and interest thereon, expiration or termination of all Letters of
Credit, satisfaction of all of the Loan Parties' other Obligations under the
Loan Documents and termination of the Commitments, the Loan Parties shall comply
at all times with the following affirmative covenants:

               8.1.1 PRESERVATION OF EXISTENCE, ETC.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain its legal existence as a corporation, limited partnership or
limited liability company and its license or qualification and good standing in
each jurisdiction in which its ownership or lease of property or the nature of
its business makes such license or qualification necessary, except (i) as
otherwise expressly permitted in Section 8.2.6 or (ii) except to the extent the
failure to do so would not be reasonably expected the result in a Material
Adverse Change.

               8.1.2 PAYMENT OF LIABILITIES, INCLUDING TAXES, ETC.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, duly pay and discharge all material liabilities to which it is subject or
which are asserted against it, promptly as and when the same shall become due
and payable, including all material taxes, assessments and governmental charges
upon it or any of its properties, assets, income or profits, prior to the date
on which penalties attach thereto, except to the extent that such material
liabilities, including taxes, assessments or charges, are being contested in
good faith and by appropriate and lawful proceedings diligently conducted and
for which such reserve or other appropriate provisions, if any, as shall be
required by GAAP shall have been made, but only to the extent that failure to
discharge any such material liabilities would not result in any additional
liability which would adversely affect to a material extent the financial
condition of any Loan Party or Subsidiary of any Loan Party or which would
affect the Collateral, provided that the Loan Parties and their Subsidiaries
will pay all such material liabilities forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor.

               8.1.3 MAINTENANCE OF INSURANCE.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, insure its properties and assets against loss or damage by fire and such
other insurable hazards as such


                                      -71-

<PAGE>

assets are commonly insured (including fire, extended coverage, property damage,
workers' compensation, public liability and business interruption insurance) and
against other risks (including errors and omissions) in such amounts as similar
properties and assets are insured by prudent companies in similar circumstances
carrying on similar businesses, and with reputable and financially sound
insurers, including self-insurance to the extent customary.

               8.1.4 MAINTENANCE OF PROPERTIES AND LEASES.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in good repair, working order and condition (ordinary wear and tear
excepted) in accordance with the general practice of other businesses of similar
character and size, all of those properties useful or necessary to its business,
and from time to time, such Loan Party will make or cause to be made all
appropriate repairs, renewals or replacements thereof, except, in each case,
where the failure to do so would not reasonably be expected to be materially
adverse to the Loan Parties.

               8.1.5 MAINTENANCE OF PATENTS, TRADEMARKS, ETC.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in full force and effect all patents, trademarks, service marks,
trade names, copyrights, licenses, franchises, permits and other authorizations
deemed necessary by such Loan Party for the ownership and operation of its
properties and business if the failure so to maintain the same would constitute
a Material Adverse Change.

               8.1.6 VISITATION RIGHTS.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, permit any of the officers or authorized employees or representatives of the
Agent or any of the Banks to visit and inspect any of its properties and to
examine and make excerpts from its books and records and discuss its business
affairs, finances and accounts with its officers, all in such detail and at such
times during normal business hours and as often as any of the Banks may
reasonably request, provided that each Bank shall provide the Borrowers and the
Agent with reasonable notice prior to any visit or inspection. In the event any
Bank desires to conduct an audit of any Loan Party, such Bank shall make a
reasonable effort to conduct such audit contemporaneously with any audit to be
performed by the Agent.

               8.1.7 KEEPING OF RECORDS AND BOOKS OF ACCOUNT.

               The Borrowers shall, and shall cause each Subsidiary of the
Borrowers to, maintain and keep proper books of record and account which enable
the Borrowers and their Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body
having jurisdiction over the Borrowers or any Subsidiary of the Borrowers, and
in which full, true and correct entries shall be made in all material respects
of all its dealings and business and financial affairs.


                                      -72-

<PAGE>

               8.1.8 PLANS AND BENEFIT ARRANGEMENTS.

               The Borrowers shall, and shall cause each other member of the
ERISA Group to, comply with ERISA, the Internal Revenue Code and other
applicable Laws applicable to Plans and Benefit Arrangements except where such
failure, alone or in conjunction with any other failure, would not result in a
Material Adverse Change. Without limiting the generality of the foregoing, the
Borrowers shall cause all of its Plans and all Plans maintained by any member of
the ERISA Group to be funded in accordance with the minimum funding requirements
of ERISA and shall make, and cause each member of the ERISA Group to make, in a
timely manner, all contributions due to Plans, Benefit Arrangements and
Multiemployer Plans.

               8.1.9 COMPLIANCE WITH LAWS.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, comply with all applicable Laws, including all Environmental Laws, in all
respects, provided that it shall not be deemed to be a violation of this Section
8.1.9 if any failure to comply with any Law would not result in fines,
penalties, remediation costs, other similar liabilities or injunctive relief
which in the aggregate would constitute a Material Adverse Change.

               8.1.10 FURTHER ASSURANCES.

               Each Loan Party shall, from time to time, at its expense,
faithfully preserve and protect the Agent's Lien on and Prior Security Interest
in the Collateral as a continuing first priority perfected Lien, subject only to
Permitted Liens, and shall do such other acts and things as the Agent, in its
sole discretion, may deem necessary or advisable from time to time in order to
preserve, perfect and protect the Liens granted under the Loan Documents and to
exercise and enforce its rights and remedies thereunder with respect to the
Collateral.

               8.1.11 ANTI-TERRORISM LAWS.

               The Loan Parties shall not knowingly (i) conduct any business or
engage in any transaction or dealing with any Blocked Person, including the
making or receiving any contribution of funds, goods or services to or for the
benefit of any Blocked Person, (ii) deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order No. 13224; or (iii) engage in or conspire to engage in
any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in the
Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law.
The Borrowers shall deliver to Banks any certification or other evidence
requested from time to time by any Bank in its sole discretion, confirming
Borrowers' compliance with this Section 8.1.11.

               8.1.12 NOTE ISSUE.

               Within six (6) months after the Closing Date, the Company will
refinance (the "REQUIRED NOTE REFINANCING") the outstanding amounts under the
Note Issue existing on the Closing Date, provided that (i) the principal amount
of the Required Note Refinancing shall


                                      -73-

<PAGE>

not exceed $200,000,000.00, (ii) such Required Note Refinancing shall not
provide for any rights to obtain collateral security except on a pari passu
basis with the Agent and the Banks hereunder (and to the extent that, on the
effective date of such Required Note Refinancing, the Lien Creation Date has
occurred and the Lien Release Date has not subsequently occurred (so that the
Pledge Agreement is then effective) the trustee under the Required Note
Refinancing on behalf of the noteholders shall, on or before such effective
date, enter into the Collateral Sharing Agreement with the Agent in a form
acceptable to the Agent and the Agent is hereby authorized to negotiate, make
appropriate revisions to (in its discretion) and enter into such Collateral
Sharing Agreement on behalf of the Banks), (iii) the warranties and covenants
contained in the agreements governing such Required Note Refinancing shall not
be more restrictive than those contained in this Agreement, and (iv) the
maturity date of such Required Note Refinancing shall not be earlier than 6
months following the Expiration Date.

               8.1.13 COVENANT TO GRANT LIENS IN PLEDGED COLLATERAL

                    8.1.13.1 Creation of Liens.

                    On or before April 12, 2006, the Loan Parties shall complete
the following steps unless Moody's issues a Moody's Rating Confirmation on or
before such date (in which case such steps shall not be required) (if Moody's
does not issue such Moody's Rating Confirmation on or before such date, April
12, 2006 shall be referred to as the "Lien Creation Date"):

               (1) execute and deliver the Pledge Agreement in the form attached
as Exhibit 1.1(P) hereto

               (2) deliver UCC-1 financing statements as requested by the Agent
to perfect the Liens of the Agent in the Pledged Collateral

               (3) deliver stock powers, certificates evidencing the Pledged
Collateral and any other related documents satisfactory to the Agent as required
hereunder or by the Pledge Agreement relating as Pledged Collateral in
connection with such pledge;

               (4) deliver to the Agent and the Banks an opinion of the counsel
to the Loan Parties acceptable to the Agent as to the authorization, execution,
delivery and enforceability of the Pledge Agreement and the creation and
perfection of the Liens thereunder in the Pledged Collateral.

                    8.1.13.2 Termination of Springing Liens.

                    The Liens in the Pledged Collateral shall be automatically
terminated upon the occurrence of a Release Event, as provided in the Pledge
Agreement, and the Agent is authorized to prepare, execute, and record such
documents, make deliveries and take all other appropriate steps in its
discretion to effectuate such termination and the release of the Pledged
Collateral.


                                      -74-

<PAGE>

               8.1.14 DELIVERIES AND ACTIONS TO BE COMPLETED ON OR BEFORE APRIL
12, 2006.

                    On or before April 12, 2006, the applicable Loan Parties
shall complete all of the following actions:

                         (1) German Borrowers:

                              (i) Authorization. The German Borrowers shall take
all appropriate corporate action required to authorize and ratify the execution
and delivery of the Loan Documents by the German Borrowers and the consummation
of the transactions thereunder by such German Borrowers.

                              (ii) Secretary's Certificate. The German Borrowers
shall deliver to the Agent a secretary's certificate relating to such German
Borrowers in the form described in Section 7.1.2 containing the attachments
listed in clauses (i), (ii) and (iii) of such Section 7.1.2.

                              (iii) Officer's Certificate. The German Borrowers
shall deliver to the Agent an officer's certificate relating to the German
Borrowers in the form described in Section 7.1.1.

                              (iv) Opinion of Counsel. The German Borrowers
shall deliver to the Agent an Opinion of their German counsel in a form
acceptable to the Agent which confirms the matters described in clauses (i) and
(ii) of Section 7.1.4 with respect to the German Borrowers, and confirms the
enforceability under the Laws of Germany of a judgment rendered against such
German Borrowers under the Laws of the United States.

                         (2) UK Borrower:

                              The UK Borrower shall deliver to the Agent an
Opinion of its United Kingdom counsel in a form acceptable to the Agent which
confirms the matters described in clauses (i) and (ii) of Section 7.1.4 with
respect to the UK Borrower, and confirms the enforceability under the Laws of
the United Kingdom of a judgment rendered against such UK Borrower under the
Laws of the United States.

          8.2 NEGATIVE COVENANTS.

               The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations under the
Loan Documents and termination of the Commitments, the Loan Parties shall comply
with the following negative covenants:


                                      -75-

<PAGE>

               8.2.1 INDEBTEDNESS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Indebtedness, except:

                    (i) Indebtedness under the Loan Documents;

                    (ii) Existing Indebtedness as set forth on SCHEDULE 8.2.1
(including any extensions, renewals or refinancings thereof), provided there is
no increase in the amount thereof or other significant change in the terms
thereof unless otherwise specified on SCHEDULE 8.2.1;

                    (iii) Indebtedness incurred pursuant to capitalized leases;

                    (iv) The Note Issue in a maximum principal amount
outstanding not to exceed $200,000,000, at any time; provided, however, this
amount may be increased for 45 consecutive days to accommodate an orderly tender
offer or make-whole call process;

                    (v) Indebtedness secured by Purchase Money Security
Interests;

                    (vi) Indebtedness of a Loan Party to another Loan Party,
provided that such indebtedness is subordinated to the Obligations pursuant to
terms and conditions satisfactory to Agent;

                    (vii) Any Interest Rate, Currency and Commodity Hedge;

                    (viii) Guaranties by the Loan Parties of other Indebtedness
of other Loan Parties permitted hereunder;

                    (ix) Indebtedness (the "Sun Trust Indebtedness") owing to
SunTrust Financial in an amount outstanding at any time not to exceed
$34,000,000.00, provided that the terms and conditions contained in the
agreements evidencing such Indebtedness shall not be modified after the Closing
Date without the consent of the Agent;

                    (x) Indebtedness structured similarly to the Sun Trust
Indebtedness and for similar purposes, provided that the terms thereof and the
documentation governing the same shall be subject to the review and approval by
the Agent and provided further that the terms and conditions contained in the
agreements evidencing such Indebtedness shall not be subsequently modified after
the closing date thereof without the consent of the Agent;

                    (xi) Indebtedness incurred pursuant to a Permitted
Acquisition or Approved Acquisition;


                                      -76-

<PAGE>

                    (xii) Indebtedness of the Receivables Entity under the or in
connection with a Permitted Accounts Receivable Program; and

                    (xiii) Other unsecured Indebtedness in an amount not to
exceed $10,000,000 outstanding at any time.

               8.2.2 LIENS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens.

               8.2.3 GUARANTIES.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time, directly or indirectly, become or be liable in
respect of any Guaranty, or assume, guarantee, become surety for, endorse or
otherwise agree, become or remain directly or contingently liable upon or with
respect to any obligation or liability of any other Person, except for
Guaranties of Indebtedness of the Loan Parties permitted hereunder.

               8.2.4 LOANS AND INVESTMENTS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time make or suffer to remain outstanding any loan
or advance to, or purchase, acquire or own any stock, bonds, notes or securities
of, or any partnership interest (whether general or limited) or limited
liability company interest in, or any other investment or interest in, or make
any capital contribution to, any other Person, or agree, become or remain liable
to do any of the foregoing, except:

                    (i) investments identified on Schedule 8.2.4 hereto;

                    (ii) trade credit extended on usual and customary terms in
the ordinary course of business;

                    (iii) loans or advances to employees, officers or directors
in the ordinary course of business in an aggregate principal amount not
exceeding $2,000,000.00 at any time outstanding; ;

                    (iv) Permitted Investments;

                    (v) loans, advances and investments in other Loan Parties
which otherwise are permitted hereunder;

                    (vi) Permitted Acquisitions and Approved Acquisitions; and


                                      -77-

<PAGE>

                    (vii) loans and investments in connection with a Permitted
Accounts Receivable Program,

                    (viii) additional investments to or in a Person, provided
that such investments measured at the time of the making thereof (determined
without regard to any write-down or write-offs thereof and net of cash payments
of principal in the case of loans and cash equity returns, whether as a dividend
or a redemption in the case of equity investments) do not exceed in the
aggregate 5% of Consolidated Total Assets as determined as of the most recent
fiscal year and for which financial statements are required to be delivered
hereunder.

               8.2.5 DIVIDENDS AND RELATED DISTRIBUTIONS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to make or pay, or agree to become or remain liable to make or
pay, any Restricted Payment unless no Material Event of Default exists or would
be caused thereby, except dividends or other distributions payable to another
Loan Party (but in such case, subject to compliance with the Pledge Agreement).

               8.2.6 LIQUIDATIONS, MERGERS, CONSOLIDATIONS, ACQUISITIONS.

               Each of the Loan Parties shall not, and shall permit any of its
Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party
to any merger or consolidation, or acquire by purchase, lease or otherwise all
or substantially all of the assets or capital stock or other equity interests of
any other Person, except for the Approved Acquisitions, and further provided
that

                    (i) any Loan Party other than the Company may consolidate or
merge into another Loan Party which is wholly-owned by one or more of the other
Loan Parties and any Subsidiary of a Loan Party which is not a Loan Party may
consolidate or merge into another Loan Party or Subsidiary of a Loan Party, but
in all such cases, subject to compliance with the Pledge Agreement, and

                    (ii) in addition to the Approved Acquisitions, any Loan
Party may acquire, whether by purchase or by merger, (x) all of the ownership
interests of any other Person or (y) substantially all of assets of another
Person or of a business or division of any other Person (each an "PERMITTED
ACQUISITION"), provided that each of the following requirements is met:

                         (A) if any Loan Party acquires the ownership interests
in such Person, such Person shall, if required pursuant to Section 8.2.9,
execute a Borrower Joinder or Guarantor Joinder and join this Agreement as a
Borrower or Guarantor pursuant to Section 11.18 within 3 Business Days following
the date of such Permitted Acquisition;


                                      -78-

<PAGE>

                         (B) the Loan Parties, such Person and its owners, as
applicable, shall otherwise comply with Section 11.18 within three (3) Business
Days following the date of such Permitted Acquisition;

                         (C) the board of directors or other equivalent
governing body of such Person shall have approved such Permitted Acquisition
and, if the Loan Parties shall use any portion of the Loans to fund such
Permitted Acquisition, the Loan Parties also shall have delivered to the Banks
written evidence of the approval of the board of directors (or equivalent body)
of such Person for such Permitted Acquisition;

                         (D) the business acquired, or the business conducted by
the Person whose ownership interests are being acquired, as applicable, shall be
substantially the same as one or more line or lines of business conducted by the
Loan Parties and shall comply with Section 8.2.10;

                         (E) no Potential Default or Event of Default shall
exist immediately prior to and after giving effect to such Permitted
Acquisition;

                         (F) the Company shall demonstrate that the Borrowers
shall be in pro forma compliance with the covenants contained in Sections
8.2.15, 8.2.16 and 8.2.17 after giving effect to such Permitted Acquisition
(including in such computation, Indebtedness or other liabilities assumed or
incurred in connection with such Permitted Acquisition and including income
earned or expenses incurred by the Person, business or assets to be acquired
prior to the date of such Permitted Acquisition as more fully provided herein)
by delivering at least five (5) Business Days prior to such Permitted
Acquisition a certificate in the form of EXHIBIT 8.2.6 evidencing such pro forma
compliance;

                         (G) if the Leverage Ratio (after taking into account
the pro forma effect of the Permitted Acquisition) is in excess of 3.25 to 1.00,
then Required Banks shall have consented in writing thereto prior to its
consummation; and

                         (H) the Loan Parties shall deliver to the Agent at
least five (5) Business Days before such Permitted Acquisition copies of any
agreements entered into or proposed to be entered into by such Loan Parties in
connection with such Permitted Acquisition and shall deliver to the Agent such
other information about such Person or its assets as Agent may reasonably
require, and all such agreements and information shall be reasonably
satisfactory to the Agent.

               8.2.7 DISPOSITIONS OF ASSETS OR SUBSIDIARIES.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer
or dispose of, voluntarily or involuntarily, any of its properties or assets,
tangible or intangible (including sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial
interest,


                                      -79-

<PAGE>

partnership interests or limited liability company interests of a Subsidiary of
such Loan Party), except for the following, subject to the prepayment
requirements in Section 5.5:

                    (i) transactions involving the sale of inventory in the
ordinary course of business;

                    (ii) any sale, transfer or lease of assets in the ordinary
course of business which are no longer necessary or required in the conduct of
such Loan Party's or such Subsidiary's business;

                    (iii) any sale, transfer or lease of assets by any wholly
owned Subsidiary of such Loan Party to another Loan Party or its Subsidiary;

                    (iv) the disposition of assets of the Company from its
Neenah, Wisconsin facility in connection with the transfer of operations
therefrom to a facility in Chillicothe, Ohio after consummation of the Financed
Domestic Acquisition; and

                    (v) sales or other transfers of accounts receivables and
related rights of the Company and its Subsidiaries pursuant to or in connection
with a Permitted Accounts Receivable Program;

                    (vi) any sale of assets not listed in clauses (i) through
(v) above provided that (A) no Event of Default shall exist or shall result from
such disposition, and (B) the aggregate net book value of all assets so sold by
the Loan Parties and their Subsidiaries pursuant to this clause (vi) shall not
exceed in any fiscal year 10% of the Consolidated Total Assets measured as of
the end of the previous fiscal year (such 10% figure shall be referred to as
"Availability"), provided that to the extent that such value of assets sold is
less than Availability in such fiscal year (the difference being, the "Unused
Portion"), such Unused Portion may be carried over to the next fiscal year (but
not to subsequent fiscal years) and increase Availability in such next fiscal
year by such amount, provided further that the aggregate net book value of all
assets sold in any two consecutive fiscal years may not exceed 20% of
Consolidated Total Assets measured at the beginning of such two-consecutive
fiscal year period; and

                    (vii) any sale, transfer or lease of assets, other than
those specifically excepted pursuant to clauses (i) through (vi) above, which is
approved by the Required Banks so long as the after-tax proceeds (as reasonably
estimated by the Borrower) are applied as a mandatory prepayment of the Term
Loans in accordance with the provisions of Section 5.5.1 above.

               8.2.8 AFFILIATE TRANSACTIONS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, enter into or carry out any transaction (including
purchasing property or services from or selling property or services to any
Affiliate of any Loan Party or other Person other than another Loan Party)
unless such transaction is not otherwise prohibited by this Agreement, is


                                      -80-

<PAGE>

entered into in the ordinary course of business upon fair and reasonable
arm's-length terms and conditions which are fully disclosed to the Agent and is
in accordance with all applicable Law.

               8.2.9 SUBSIDIARIES.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, own or create directly or indirectly any Material
Subsidiaries other than (i) Foreign Subsidiaries (ii) any Material Subsidiary
(except for the Receivables Entity) which has joined this Agreement as a
Guarantor or a Borrower on the Closing Date; or (iii) any Material Subsidiary
formed, acquired or in existence after the Closing Date (except for the
Receivables Entity) which joins this Agreement as a Guarantor or a Borrower
pursuant to and in compliance with Section 11.18.

               8.2.10 CONTINUATION OF OR CHANGE IN BUSINESS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, engage in any other business than now engaged in by one or
more of the Loan Parties or their Subsidiaries, substantially as conducted and
operated by such Loan Party or Subsidiary during the present fiscal year, and
such Loan Party or Subsidiary shall not permit any material change in such
business, provided, however, that the Receivables Entity may engage in the
business of purchasing accounts receivable from the Company and its
Subsidiaries..

               8.2.11 PLANS AND BENEFIT ARRANGEMENTS.

               None of the Loan Parties shall, and shall not permit any of its
Subsidiaries to, engage in a Prohibited Transaction with any Plan, Benefit
Arrangement or Multiemployer Plan which, alone or in conjunction with any other
circumstances or set of circumstances resulting in liability under ERISA or
otherwise violate ERISA:

               8.2.12 FISCAL YEAR.

               The Company shall not, and shall not permit any Subsidiary of the
Company to, change its fiscal year from the twelve-month period beginning
January 1 and ending December 31.

               8.2.13 ISSUANCE OF STOCK.

               None of the Subsidiaries of the Company shall issue any
additional shares of its capital stock or any options, warrants or other rights
in respect thereof, except as may be permitted under Section 8.2.5, and, in any
event, subject to compliance with the Pledge Agreement, to the extent
applicable.

               8.2.14 CHANGES IN ORGANIZATIONAL DOCUMENTS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, amend in any respect its certificate of incorporation
(including any provisions or


                                      -81-
<PAGE>

resolutions relating to capital stock), by-laws, certificate of limited
partnership, partnership agreement, certificate of formation, limited liability
company agreement or other organizational documents without providing at least
thirty (30) calendar days' prior written notice to the Agent and the Banks and,
in the event such change would be adverse to the Banks as determined by the
Agent in its sole discretion, obtaining the prior written consent of the
Required Banks.

               8.2.15 MINIMUM NET WORTH.

               The Borrowers shall not permit Consolidated Net Worth, calculated
as of the last day of each fiscal quarter, to be less than $307,500,000.

               8.2.16 MAXIMUM LEVERAGE RATIO.

               The Borrowers shall not permit the Leverage Ratio, measured as of
the end of each fiscal quarter to exceed the ratio set forth below as of any
fiscal quarter ending during the periods specified below:

<TABLE>
<CAPTION>
           Period                  Ratio
           ------              ------------
<S>                            <C>
Closing Date through 3/31/07   3.75 to 1.00
   6/30/07 and thereafter      3.50 to 1.00
</TABLE>

               8.2.17 MINIMUM INTEREST COVERAGE RATIO.

               The Borrowers shall not permit the ratio of Consolidated Adjusted
EBITDA to consolidated interest expense of the Borrowers and its Subsidiaries,
measured as of the end of each fiscal quarter, for the four (4) fiscal quarters
then ended, to be less than 3.50 to 1.00.

          8.3 REPORTING REQUIREMENTS.

               The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and under the other Loan Documents and termination of the Commitments, the Loan
Parties will furnish or cause to be furnished to the Agent and each of the
Banks:

               8.3.1 QUARTERLY FINANCIAL STATEMENTS.

               As soon as available and in any event within forty-five (45)
calendar days (or any such earlier date as may be mandated by the SEC) after the
end of each of the first three fiscal quarters in each fiscal year, financial
statements of the Company and its Subsidiaries, consisting of a consolidated
balance sheets as of the end of such fiscal quarter and related consolidated
statements of income, consolidated retained earnings and cash flows for the
fiscal quarter then ended and the fiscal year through that date, all in
reasonable detail and certified (subject to normal year-end audit adjustments)
by the President, Chief Financial Officer or


                                      -82-

<PAGE>

Treasurer of the Company as having been prepared in accordance with GAAP,
consistently applied, and setting forth in comparative form the respective
financial statements for the corresponding date and period in the previous
fiscal year. The Loan Parties will be deemed to have complied with the delivery
requirements of this Section 8.3.1 if within forty-five (45) days (or any such
earlier date as may be mandated by the SEC) after the end of its fiscal quarter,
the Company delivers to the Agent and each of the Banks a copy of its Form 10-Q
as filed with the SEC and the financial statements contained therein meets the
requirements described in this Section.

               8.3.2 ANNUAL FINANCIAL STATEMENTS.

               As soon as available and in any event within ninety (90) days (or
any such earlier date as may be mandated by the SEC) after the end of each
fiscal year of the Company and its Subsidiaries, financial statements of the
Company consisting of a consolidated balance sheets as of the end of such fiscal
year, and related consolidated statements of income, consolidated retained
earnings and cash flows for the fiscal year then ended, all in reasonable detail
and setting forth in comparative form the financial statements as of the end of
and for the preceding fiscal year, and certified by independent certified public
accountants of nationally recognized standing satisfactory to the Agent. The
certificate or report of accountants shall be free of qualifications (other than
any consistency qualification that may result from a change in the method used
to prepare the financial statements as to which such accountants concur) and
shall not indicate the occurrence or existence of any event, condition or
contingency which would materially impair the prospect of payment or performance
of any covenant, agreement or duty of any Loan Party under any of the Loan
Documents. The Loan Parties will be deemed to have complied with the delivery
requirements of this Section 8.3.2 if within ninety (90) days (or any such
earlier date as may be mandated by the SEC) after the end of its fiscal year,
the Company delivers to the Agent and each of the Banks a copy of its Annual
Report and Form 10-K as filed with the SEC and the financial statements and
certification of public accountants contained therein meets the requirements
described in this Section. The Loan Parties shall deliver with such financial
statements and certification by their accountants (i) a certificate to be
delivered pursuant to Section 8.3.3 with respect to such financial statements
and (ii) any management letters of such accounts addressed to the Company.

               8.3.3 CERTIFICATE OF THE BORROWER.

               Concurrently with the financial statements the Company furnished
to the Agent and to the Banks pursuant to Sections 8.3.1 and 8.3.2, a
certificate (each a "COMPLIANCE CERTIFICATE") of the Company signed by a
Responsible Officer of the Company, in the form of EXHIBIT 8.3.4, to the effect
that, except as described pursuant to Section 8.3.4, (i) the representations and
warranties of the Borrowers contained in Section 6 and in the other Loan
Documents are true on and as of the date of such certificate with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which expressly relate solely
to an earlier date or time) and the Loan Parties have performed and complied
with all covenants and conditions hereof, (ii) no Event of Default or Potential
Default exists and is continuing on the date of such certificate, and (iii)
containing


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calculations in sufficient detail to demonstrate compliance as of the date of
such financial statements with all financial covenants contained in Section
8.1.14.

               8.3.4 NOTICE OF DEFAULT.

               Promptly after any officer of any Loan Party has learned of the
occurrence of an Event of Default or Potential Default, a certificate signed by
the President, Chief Financial Officer or Treasurer of such Loan Party setting
forth the details of such Event of Default or Potential Default and the action
which the such Loan Party proposes to take with respect thereto.

               8.3.5 NOTICE OF LITIGATION.

               Promptly after the commencement thereof, notice of all actions,
suits, proceedings or investigations before or by any Official Body or any other
Person against any Loan Party or Subsidiary of any Loan Party which relate to
the Collateral, involve a claim or series of claims in excess of $15,000,000.00
or which if adversely determined would constitute a Material Adverse Change.

               8.3.6 NOTICE OF CHANGE IN DEBT RATING.

               Within two (2) Business Days after Standard & Poor's or Moody's
announces a change in the Company's Debt Rating, notice of such change.
Borrowers will deliver, together with such notice, a copy of any written
notification which the Company received from the applicable rating agency
regarding such change of Debt Rating.

               8.3.7 CERTAIN EVENTS.

               Written notice to the Agent:

                    (i) at least thirty (30) calendar days prior thereto, with
respect to any proposed sale or transfer of assets pursuant to Section
8.2.7(vi),

                    (ii) within the time limits set forth in Section 8.2.14, any
amendment to the organizational documents of any Loan Party; and

               8.3.8 BUDGETS, FORECASTS, OTHER REPORTS AND INFORMATION.

               The following documents (1) upon the request of the Agent for so
long as the Company is obligated to publicly file the reports listed below with
the SEC, or (2) promptly upon their becoming available to the Company (without
any such request by the Agent) in the event that the Company shall cease to be
so obligated to publicly file such reports :

                    (i) any reports including management letters submitted to
the Company by independent accountants in connection with any annual, interim or
special audit,


                                      -84-

<PAGE>

                    (ii) any reports, notices or proxy statements generally
distributed by the Company to its stockholders on a date no later than the date
supplied to such stockholders,

                    (iii) regular or periodic reports, including Forms 10-K,
10-Q and 8-K, registration statements and prospectuses, filed by the Company
with the SEC,

                    (iv) a copy of any order in any proceeding to which the
Company or any of its Subsidiaries is a party issued by any Official Body, and

                    (v) such other reports and information as any of the Banks
may from time to time reasonably request. The Loan Parties shall also notify the
Banks promptly of the enactment or adoption of any Law which may result in a
Material Adverse Change.

               8.3.9 NOTICES REGARDING PLANS AND BENEFIT ARRANGEMENTS.

                    8.3.9.1 CERTAIN EVENTS.

                    Promptly upon becoming aware of the occurrence thereof,
notice (including the nature of the event and, when known, any action taken or
threatened by the Internal Revenue Service or the PBGC with respect thereto) of:

                    (i) any Reportable Event with respect to the Borrowers or
any other member of the ERISA Group (regardless of whether the obligation to
report said Reportable Event to the PBGC has been waived),

                    (ii) any Prohibited Transaction which could subject the
Borrowers or any other member of the ERISA Group to a civil penalty assessed
pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the
Internal Revenue Code in connection with any Plan, any Benefit Arrangement or
any trust created thereunder,

                    (iii) any assertion of material withdrawal liability with
respect to any Multiemployer Plan,

                    (iv) any partial or complete withdrawal from a Multiemployer
Plan by the Borrowers or any other member of the ERISA Group under Title IV of
ERISA (or assertion thereof), where such withdrawal is likely to result in
material withdrawal liability,

                    (v) any cessation of operations (by the Borrowers or any
other member of the ERISA Group) at a facility in the circumstances described in
Section 4062(e) of ERISA,

                    (vi) withdrawal by the Borrowers or any other member of the
ERISA Group from a Multiple Employer Plan,


                                      -85-

<PAGE>

                    (vii) a failure by the Borrowers or any other member of the
ERISA Group to make a payment to a Plan required to avoid imposition of a Lien
under Section 302(f) of ERISA,

                    (viii) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA, or

                    (ix) any change in the actuarial assumptions or funding
methods used for any Plan, where the effect of such change is to materially
increase or materially reduce the unfunded benefit liability or obligation to
make periodic contributions.

                    8.3.9.2 NOTICES OF INVOLUNTARY TERMINATION AND ANNUAL
REPORTS.

               Promptly after receipt thereof, copies of (a) all notices
received by the Borrowers or any other member of the ERISA Group of the PBGC's
intent to terminate any Plan administered or maintained by the Borrowers or any
member of the ERISA Group, or to have a trustee appointed to administer any such
Plan; and (b) at the request of the Agent or any Bank each annual report (IRS
Form 5500 series) and all accompanying schedules, the most recent actuarial
reports, the most recent financial information concerning the financial status
of each Plan administered or maintained by the Borrowers or any other member of
the ERISA Group, and schedules showing the amounts contributed to each such Plan
by or on behalf of the Borrowers or any other member of the ERISA Group in which
any of their personnel participate or from which such personnel may derive a
benefit, and each Schedule B (Actuarial Information) to the annual report filed
by the Borrowers or any other member of the ERISA Group with the Internal
Revenue Service with respect to each such Plan.

                    8.3.9.3 NOTICE OF VOLUNTARY TERMINATION.

               Promptly upon the filing thereof, copies of any Form 5310, or any
successor or equivalent form to Form 5310, filed with the PBGC in connection
with the termination of any Plan.

                                   9. DEFAULT

          9.1 EVENTS OF DEFAULT.

               An Event of Default shall mean the occurrence or existence of any
one or more of the following events or conditions (whatever the reason therefor
and whether voluntary, involuntary or effected by operation of Law):

               9.1.1 PAYMENTS UNDER LOAN DOCUMENTS.

               The Borrowers shall fail to pay any principal of any Loan
(including scheduled installments, mandatory prepayments or the payment due at
maturity), Reimbursement


                                      -86-

<PAGE>

Obligation or Letter of Credit Borrowing when due or shall fail to pay any
interest on any Loan, Reimbursement Obligation or Letter of Credit Borrowing or
any other amount owing hereunder or under the other Loan Documents within three
(3) Business Days after such interest or other amount becomes due in accordance
with the terms hereof or thereof;

               9.1.2 BREACH OF WARRANTY.

               Any representation or warranty made at any time by any of the
Loan Parties herein or by any of the Loan Parties in any other Loan Document, or
in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in
any material respect as of the time it was made or furnished;

               9.1.3 BREACH OF NEGATIVE COVENANTS AND CERTAIN AFFIRMATIVE
COVENANTS.

               Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Sections 8.1.6, 8.1.13, 8.1.14 or
8.1.14;

               9.1.4 BREACH OF OTHER COVENANTS.

               Any of the Loan Parties shall default in the observance or
performance of any other covenant, condition or provision hereof or of any other
Loan Document and such default shall continue unremedied for a period of twenty
(20) Business Days after any Responsible Officer of any Loan Party becomes aware
of the occurrence thereof (such grace period to be applicable only in the event
such default can be remedied by corrective action of the Loan Parties as
determined by the Agent in its sole discretion);

               9.1.5 DEFAULTS IN OTHER AGREEMENTS OR INDEBTEDNESS.

               A default or event of default shall occur at any time under the
terms of any other agreement involving borrowed money or the extension of credit
or any other Indebtedness under which any Loan Party or Subsidiary of any Loan
Party may be obligated as a borrower or guarantor in excess of $5,000,000.00 in
the aggregate, and such breach, default or event of default consists of the
failure to pay (beyond any period of grace permitted with respect thereto,
whether waived or not, but in any event not beyond thirty (30) days) any
Indebtedness when due (whether at stated maturity, by acceleration or otherwise)
or if such breach or default permits or causes the acceleration of any
Indebtedness (whether or not such right shall have been waived) or the
termination of any commitment to lend;

               9.1.6 FINAL JUDGMENTS OR ORDERS.

               Any final judgments or orders for the payment of money in excess
of $10,000,000.00 in the aggregate shall be entered against any Loan Party by a
court having jurisdiction in the premises, which judgment is not discharged,
vacated, bonded or stayed pending appeal within a period of forty-five (45) days
from the date of entry;


                                      -87-
<PAGE>

               9.1.7 LOAN DOCUMENT UNENFORCEABLE.

               Any of the Loan Documents shall cease to be legal, valid and
binding agreements enforceable against any Loan Party executing the same or such
party's successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested or cease to give or
provide the respective Liens, security interests (except for the release of
liens provided under Section 8.1.13.2), rights, titles, interests, remedies,
powers or privileges intended to be created thereby;

               9.1.8 PROCEEDINGS AGAINST ASSETS.

               Assets of the Loan Parties' or any of their Subsidiaries are
attached, seized, levied upon or subjected to a writ or distress warrant; or
such come within the possession of any receiver, trustee, custodian or assignee
for the benefit of creditors and the fair market value of such assets are in
excess of $10,000,000.00 in the aggregate and the same is not cured within
forty-five (45) days thereafter;

               9.1.9 NOTICE OF LIEN OR ASSESSMENT.

               A notice of Lien or assessment in excess of $10,000,000.00 which
is not a Permitted Lien is filed of record with respect to all or any part of
any of the Loan Parties' or any of their Subsidiaries' assets by the United
States, or any department, agency or instrumentality thereof, or by any state,
county, municipal or other governmental agency, including the PBGC, or any taxes
or debts owing at any time or times hereafter to any one of these becomes
payable and the same is not paid or bonded within forty-five (45) days after the
same becomes payable;

               9.1.10 INSOLVENCY.

               Any Loan Party or any Material Subsidiary of a Loan Party ceases
to be solvent or admits in writing its inability to pay its debts as they
mature;

               9.1.11 EVENTS RELATING TO PLANS AND BENEFIT ARRANGEMENTS.

               Any of the following occurs: (i) any Reportable Event, which the
Agent determines in good faith constitutes grounds for the termination of any
Plan by the PBGC or the appointment of a trustee to administer or liquidate any
Plan, shall have occurred and be continuing; (ii) proceedings shall have been
instituted or other action taken to terminate any Plan, or a termination notice
shall have been filed with respect to any Plan; (iii) a trustee shall be
appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice
of its intent to institute proceedings to terminate any Plan or Plans or to
appoint a trustee to administer or liquidate any Plan; and, in the case of the
occurrence of (i), (ii), (iii) or (iv) above, the Agent determines in good faith
that the amount of the Borrowers' liability is likely to exceed $5,000,000.00;
(v) the Borrowers or any member of the ERISA Group shall fail to make any
material contributions when due to a Plan or a Multiemployer Plan; (vi) the
Borrowers or any


                                      -88-

<PAGE>

other member of the ERISA Group shall make any amendment to a Plan with respect
to which security is required under Section 307 of ERISA; (vii) the Borrowers or
any other member of the ERISA Group shall withdraw completely or partially from
a Multiemployer Plan; (viii) the Borrowers or any other member of the ERISA
Group shall withdraw (or shall be deemed under Section 4062(e) of ERISA to
withdraw) from a Multiple Employer Plan; or (ix) any applicable Law is adopted,
changed or interpreted by any Official Body with respect to or otherwise
affecting one or more Plans, Multiemployer Plans or Benefit Arrangements and,
with respect to any of the events specified in (v), (vi), (vii), (viii) or (ix),
the Agent determines in good faith that any such occurrence would be reasonably
likely to materially and adversely affect the total enterprise represented by
the Borrowers and the other members of the ERISA Group;

               9.1.12 CESSATION OF BUSINESS.

               Any Loan Party ceases to conduct its business as contemplated,
except as expressly permitted under Sections 8.2.6 or 8.2.7, or any Loan Party
or Subsidiary of a Loan Party is enjoined, restrained or in any way prevented by
court order from conducting all or any material part of its business and such
injunction, restraint or other preventive order is not dismissed within thirty
(30) days after the entry thereof;

               9.1.13 CHANGE OF CONTROL.

                    (i) Any person or group of persons (within the meaning of
Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended)
shall have acquired, after the Closing Date, beneficial ownership of (within the
meaning of Rule 13d-3 promulgated by the SEC under said Act) 20.00% or more of
the voting capital stock of P. H. Glatfelter Company; or (ii) within a period of
twelve (12) consecutive calendar months, individuals who were directors of the
Company on the first day of such period (together with any new directors whose
election by the board of directors of the Company or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority
of the directors then still in office who were either directors as of the first
day of such period or whose election or nomination for election was previously
so approved) shall cease to constitute a majority of the board of directors of
the Company;

               9.1.14 INVOLUNTARY PROCEEDINGS.

               A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
any Loan Party or Subsidiary of a Loan Party in an involuntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or similar official) of any Loan
Party or Subsidiary of a Loan Party for any substantial part of its property, or
for the winding-up or liquidation of its affairs, and such proceeding shall
remain undismissed or unstayed and in effect for a period of forty-five (45)
consecutive days or such court shall enter a decree or order granting any of the
relief sought in such proceeding; or


                                      -89-

<PAGE>

               9.1.15 VOLUNTARY PROCEEDINGS.

               Any Loan Party or Material Subsidiary of a Loan Party shall
commence a voluntary case under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or other similar
official) of itself or for any substantial part of its property or shall make a
general assignment for the benefit of creditors, or shall fail generally to pay
its debts as they become due, or shall take any action in furtherance of any of
the foregoing.

          9.2 CONSEQUENCES OF EVENT OF DEFAULT.

               9.2.1 EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR
REORGANIZATION PROCEEDINGS.

               If an Event of Default specified under Sections 9.1.1 through
9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no
further obligation to make Loans or issue Letters of Credit, as the case may be,
and the Agent may, and upon the request of the Required Banks, shall (i) by
written notice to the Borrowers, declare the unpaid principal amount of the
Notes then outstanding and all interest accrued thereon, any unpaid fees and all
other Indebtedness and Obligations of the Borrowers to the Banks hereunder and
thereunder to be forthwith due and payable, and the same shall thereupon become
and be immediately due and payable to the Agent for the benefit of each Bank
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived, and (ii) require any Borrowers to, and such
Borrowers shall thereupon, deposit in a non-interest-bearing account with the
Agent, as cash collateral for Borrowers' Obligations under the Loan Documents,
an amount equal to the maximum amount currently or at any time thereafter
available to be drawn on all outstanding Letters of Credit, and each Borrower
hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks
a security interest in, all such cash as security for such Obligations. Upon the
curing of all existing Events of Default to the satisfaction of the Required
Banks, the Agent shall return such cash collateral to the Borrowers (or
applicable Borrowers, as the case may be); and

               9.2.2 BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS.

               If an Event of Default specified under Sections 9.1.14 or 9.1.15
shall occur, the Banks shall be under no further obligations to make Loans or
issue Letters of Credit hereunder and the unpaid principal amount of the Loans
then outstanding and all interest accrued thereon, any unpaid fees and all other
Indebtedness and Obligations of the Borrowers to the Banks hereunder and
thereunder shall be immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived; and


                                      -90-

<PAGE>

               9.2.3 SET-OFF.

               If an Event of Default shall occur and be continuing, any Bank to
whom any Obligation is owed by any Loan Party hereunder or under any other Loan
Document or any participant of such Bank which has agreed in writing to be bound
by the provisions of Section 10.13 and any branch, Subsidiary or Affiliate of
such Bank or participant anywhere in the world shall have the right, in addition
to all other rights and remedies available to it, without notice to such Loan
Party, to set-off against and apply to the then unpaid balance of all the Loans
and all other Obligations of the Borrowers and the other Loan Parties hereunder
or under any other Loan Document any debt owing to, and any other funds held in
any manner for the account of, a Borrower or such other Loan Party by such Bank
or participant or by such branch, Subsidiary or Affiliate, including all funds
in all deposit accounts (whether time or demand, general or special,
provisionally credited or finally credited, or otherwise) now or hereafter
maintained by a Borrower or such other Loan Party for its own account (but not
including funds held in custodian or trust accounts) with such Bank or
participant or such branch, Subsidiary or Affiliate. Such right shall exist
whether or not any Bank or the Agent shall have made any demand under this
Agreement or any other Loan Document, whether or not such debt owing to or funds
held for the account of a Borrower or such other Loan Party is or are matured or
unmatured and regardless of the existence or adequacy of any Collateral,
Guaranty or any other security, right or remedy available to any Bank or the
Agent; and

               9.2.4 SUITS, ACTIONS, PROCEEDINGS.

               If an Event of Default shall occur and be continuing, and whether
or not the Agent shall have accelerated the maturity of Obligations pursuant to
any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if
owed any amount with respect to the Obligations, may proceed to protect and
enforce its rights by suit in equity, action at law and/or other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in this Agreement or the other Loan Documents, including as permitted
by applicable Law the obtaining of the ex parte appointment of a receiver, and,
if such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right of the Agent
or such Bank; and

               9.2.5 APPLICATION OF PROCEEDS; COLLATERAL SHARING.

                    9.2.5.1 APPLICATION OF PROCEEDS.

               From and after the date on which the Agent has taken any action
pursuant to this Section 9.2 and until all Obligations of the Loan Parties have
been paid in full, any and all proceeds received by the Agent from any sale or
other disposition of the Collateral, or any part thereof, or the exercise of any
other remedy by the Agent, shall be applied as follows:

                    (i) first, to reimburse the Agent and the Banks for
out-of-pocket costs, expenses and disbursements, including reasonable attorneys'
and paralegals' fees and legal expenses, incurred by the Agent or the Banks in
connection with realizing on the


                                      -91-

<PAGE>

Collateral or collection of any Obligations of any of the Loan Parties under any
of the Loan Documents;

                    (ii) second, to the repayment of all Obligations then due
and unpaid of the Loan Parties to the Banks incurred under this Agreement or any
of the other Loan Documents or a Bank-Provided Interest Rate Hedge, whether of
principal, interest, fees, expenses or otherwise, in such manner as the Agent
may determine in its discretion; and

                    (iii) the balance, if any, as required by Law.

                    9.2.5.2 COLLATERAL SHARING.

               Except as expressly set forth in the Pledge Agreement (to the
extent executed and delivered in accordance herewith) all Liens granted under
the Pledge Agreement and any other Loan Document (collectively, the "COLLATERAL
DOCUMENTS") shall secure ratably and on a pari passu basis (i) the Obligations
in favor of the Agent and the Banks hereunder and (ii) the Obligations incurred
by any of the Loan Parties in favor of any Bank which provides a Bank-Provided
Interest Rate Hedge (the "IRH PROVIDER"). The Agent under the Collateral
Documents shall be deemed to serve as the collateral agent (the "COLLATERAL
AGENT") for the IRH Provider and the Banks hereunder, provided that the
Collateral Agent shall comply with the instructions and directions of the Agent
(or the Banks under this Agreement to the extent that this Agreement or any
other Loan Documents empowers the Banks to direct the Agent), as to all matters
relating to the Collateral, including the maintenance and disposition thereof.
No IRH Provider (except in its capacity as a Bank hereunder) shall be entitled
or have the power to direct or instruct the Collateral Agent on any such matters
or to control or direct in any manner the maintenance or disposition of the
Collateral.

               9.2.6 OTHER RIGHTS AND REMEDIES.

               In addition to all of the rights and remedies contained in this
Agreement or in any of the other Loan Documents, as relates to the Collateral,
the Agent shall have all of the rights and remedies of a secured party under the
Uniform Commercial Code or other applicable Law, all of which rights and
remedies shall be cumulative and non-exclusive, to the extent permitted by Law.
The Agent may, and upon the request of the Required Banks shall, exercise all
post-default rights granted to the Agent and the Banks under the Loan Documents
or applicable Law.

          9.3 NOTICE OF SALE.

               Any notice required to be given by the Agent of a sale, lease, or
other disposition of the Collateral or any other intended action by the Agent,
if given ten (10) days prior to such proposed action, shall constitute
commercially reasonable and fair notice thereof to the Borrower.


                                      -92-

<PAGE>

                                 10. THE AGENT

          10.1 APPOINTMENT.

               Each Bank hereby irrevocably designates, appoints and authorizes
PNC Bank to act as Agent for such Bank under this Agreement and to execute and
deliver or accept on behalf of each of the Banks the other Loan Documents. Each
Bank hereby irrevocably authorizes, and each holder of any Note by the
acceptance of a Note shall be deemed irrevocably to authorize, the Agent to take
such action on its behalf under the provisions of this Agreement and the other
Loan Documents and any other instruments and agreements referred to herein, and
to exercise such powers and to perform such duties hereunder as are specifically
delegated to or required of the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. PNC Bank agrees to act as the Agent
on behalf of the Banks to the extent provided in this Agreement.

          10.2 DELEGATION OF DUTIES.

               The Agent may perform any of its duties hereunder by or through
agents or employees (provided such delegation does not constitute a
relinquishment of its duties as Agent) and, subject to Sections 10.5 and 10.6,
shall be entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained.

          10.3 NATURE OF DUTIES; INDEPENDENT CREDIT INVESTIGATION.

               The Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and no implied covenants, functions,
responsibilities, duties, obligations, or liabilities shall be read into this
Agreement or otherwise exist. The duties of the Agent shall be mechanical and
administrative in nature; the Agent shall not have, by reason of this Agreement,
a fiduciary or trust relationship in respect of any Bank; and nothing in this
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon the Agent any obligations in respect of this Agreement except as
expressly set forth herein. Without limiting the generality of the foregoing,
the use of the term "agent" in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Each
Bank expressly acknowledges (i) that the Agent has not made any representations
or warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of any of the Loan Parties, shall be deemed to constitute
any representation or warranty by the Agent to any Bank; (ii) that it has made
and will continue to make, without reliance upon the Agent, its own independent
investigation of the financial condition and affairs and its own appraisal of
the creditworthiness of each of the Loan Parties in connection with this
Agreement and the making and continuance of the Loans and issuance and
maintenance of Letters of Credit hereunder; and (iii) except as expressly
provided herein, that the Agent shall have no duty or responsibility, either
initially or on a continuing


                                      -93-

<PAGE>

basis, to provide any Bank with any credit or other information with respect
thereto, whether coming into its possession before the making of any Loan or
issuance of any Letter of Credit or at any time or times thereafter.

          10.4 ACTIONS IN DISCRETION OF AGENT; INSTRUCTIONS FROM THE BANKS.

               The Agent agrees, upon the written request of the Required Banks,
to take or refrain from taking any action of the type specified as being within
the Agent's rights, powers or discretion herein, provided that the Agent shall
not be required to take any action which exposes the Agent to personal liability
or which is contrary to this Agreement or any other Loan Document or applicable
Law. In the absence of a request by the Required Banks, the Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Section
10.6. Subject to the provisions of Section 10.6, no Bank shall have any right of
action whatsoever against the Agent as a result of the Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Banks, or in the absence of such instructions, in the absolute
discretion of the Agent.

          10.5 REIMBURSEMENT AND INDEMNIFICATION OF AGENT BY THE BORROWER.

               The Borrowers, on a joint and several basis, unconditionally
agree to pay or reimburse the Agent and hold the Agent harmless against (a)
liability for the payment of all reasonable out-of-pocket costs, expenses and
disbursements, including fees and expenses of counsel (including the allocated
costs of staff counsel), appraisers and environmental consultants, incurred by
the Agent (i) in connection with the development, negotiation, preparation,
printing, execution, administration, syndication, interpretation and performance
of this Agreement and the other Loan Documents, (ii) relating to any requested
amendments, waivers or consents pursuant to the provisions hereof, (iii) in
connection with the enforcement of this Agreement or any other Loan Document or
collection of amounts due hereunder or thereunder or the proof and allowability
of any claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, and (iv) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, and (b) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by the Agent hereunder or thereunder, provided that the Borrowers shall not be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements if the
same results from the Agent's gross negligence or willful misconduct, or if the
Borrowers was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that the Borrowers
shall remain liable to the extent such failure to give notice does not result in
a loss to the Borrower), or if the same results from a compromise or settlement
agreement entered into


                                      -94-

<PAGE>

without the consent of the Borrowers, which shall not be unreasonably withheld.
In addition, the Borrowers, jointly and severally, agrees to reimburse and pay
all reasonable out-of-pocket expenses of the Agent's regular employees and
agents engaged periodically to perform audits of the Loan Parties' books,
records and business properties, provided that such reimbursement obligation
shall be limited to one (1) audit in each fiscal year so long as no Event of
Default exists and is continuing.

          10.6 EXCULPATORY PROVISIONS; LIMITATION OF LIABILITY.

               Neither the Agent nor any of its directors, officers, employees,
agents, attorneys or Affiliates shall (a) be liable to any Bank for any action
taken or omitted to be taken by it or them hereunder, or in connection herewith
including pursuant to any Loan Document, unless caused by its or their own gross
negligence or willful misconduct, (b) be responsible in any manner to any of the
Banks for the effectiveness, enforceability, genuineness, validity or the due
execution of this Agreement or any other Loan Documents or for any recital,
representation, warranty, document, certificate, report or statement herein or
made or furnished under or in connection with this Agreement or any other Loan
Documents, or (c) be under any obligation to any of the Banks to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions hereof or thereof on the part of the Loan Parties, or the financial
condition of the Loan Parties, or the existence or possible existence of any
Event of Default or Potential Default. No claim may be made by any of the Loan
Parties, any Bank, the Agent or any of their respective Subsidiaries against the
Agent, any Bank or any of their respective directors, officers, employees,
agents, attorneys or Affiliates, or any of them, for any special, indirect or
consequential damages or, to the fullest extent permitted by Law, for any
punitive damages in respect of any claim or cause of action (whether based on
contract, tort, statutory liability, or any other ground) based on, arising out
of or related to any Loan Document or the transactions contemplated hereby or
any act, omission or event occurring in connection therewith, including the
negotiation, documentation, administration or collection of the Loans, and each
of the Loan Parties (for itself and on behalf of each of its Subsidiaries), the
Agent and each Bank hereby waives, releases and agrees never to sue upon any
claim for any such damages, whether such claim now exists or hereafter arises
and whether or not it is now known or suspected to exist in its favor. Each Bank
agrees that, except for notices, reports and other documents expressly required
to be furnished to the Banks by the Agent hereunder or given to the Agent for
the account of or with copies for the Banks, the Agent and each of its
directors, officers, employees, agents, attorneys or Affiliates shall not have
any duty or responsibility to provide any Bank with an credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Loan Parties which may come
into the possession of the Agent or any of its directors, officers, employees,
agents, attorneys or Affiliates.

          10.7 REIMBURSEMENT AND INDEMNIFICATION OF AGENT BY BANKS.

               Each Bank agrees to reimburse and indemnify the Agent (to the
extent not reimbursed by the Borrowers and without limiting the Obligation of
the Borrowers to do so) in proportion to its Ratable Share from and against all
liabilities, obligations, losses, damages,


                                      -95-

<PAGE>

penalties, actions, judgments, suits, costs, expenses or disbursements,
including attorneys' fees and disbursements (including the allocated costs of
staff counsel), and costs of appraisers and environmental consultants, of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by the Agent hereunder or thereunder, provided that no Bank shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements (a) if the same
results from the Agent's gross negligence or willful misconduct, or (b) if such
Bank was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that such Bank shall
remain liable to the extent such failure to give notice does not result in a
loss to the Bank), or (c) if the same results from a compromise and settlement
agreement entered into without the consent of such Bank, which shall not be
unreasonably withheld. In addition, each Bank agrees promptly upon demand to
reimburse the Agent (to the extent not reimbursed by the Borrowers and without
limiting the Obligation of the Borrowers to do so) in proportion to its Ratable
Share for all amounts due and payable by the Borrowers to the Agent in
connection with the Agent's periodic audit of the Loan Parties' books, records
and business properties.

          10.8 RELIANCE BY AGENT.

               The Agent shall be entitled to rely upon any writing, telegram,
telex or teletype message, resolution, notice, consent, certificate, letter,
cablegram, statement, order or other document or conversation by telephone or
otherwise believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon the advice and opinions of
counsel and other professional advisers selected by the Agent. The Agent shall
be fully justified in failing or refusing to take any action hereunder unless it
shall first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

          10.9 NOTICE OF DEFAULT.

               The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Potential Default or Event of Default unless the Agent has
received written notice from a Bank or a Borrower referring to this Agreement,
describing such Potential Default or Event of Default and stating that such
notice is a "notice of default."

          10.10 NOTICES.

               The Agent shall promptly send to each Bank a copy of all notices
received from a Borrower pursuant to the provisions of this Agreement or the
other Loan Documents promptly upon receipt thereof.


                                      -96-

<PAGE>

          10.11 BANKS IN THEIR INDIVIDUAL CAPACITIES; AGENT IN ITS INDIVIDUAL
CAPACITY.

               With respect to its Revolving Credit Commitment, the Revolving
Credit Loans, Swing Loan Commitment, Swing Loans, the Term Loan Commitment and
the Term Loan made by it and any other rights and powers given to it as a Bank
hereunder or under any of the other Loan Documents, the Agent shall have the
same rights and powers hereunder as any other Bank and may exercise the same as
though it were not the Agent, and the term "BANK" and "BANKS" shall, unless the
context otherwise indicates, include the Agent in its individual capacity. PNC
Bank and its Affiliates and each of the Banks and their respective Affiliates
may, without liability to account, except as prohibited herein, make loans to,
issue letters of credit for the account of, acquire equity interests in, accept
deposits from, discount drafts for, act as trustee under indentures of, and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with, the Loan Parties and their Affiliates, in the case of
the Agent, as though it were not acting as Agent hereunder and in the case of
each Bank, as though such Bank were not a Bank hereunder, in each case, in the
case of a Bank, after prior written notice to Agent and otherwise without notice
to or consent of the other Banks. The Banks acknowledge that, pursuant to such
activities, the Agent or its Affiliates may (i) receive information regarding
the Loan Parties or any of their Subsidiaries or Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Loan Parties or such Subsidiary or Affiliate) and acknowledge that the Agent
shall be under no obligation to provide such information to them, and (ii)
accept fees and other consideration from the Loan Parties for services in
connection with this Agreement and otherwise without having to account for the
same to the Banks.

          10.12 HOLDERS OF NOTES.

               The Agent may deem and treat any payee of any Note as the owner
thereof for all purposes hereof unless and until written notice of the
assignment or transfer thereof shall have been filed with the Agent. Any
request, authority or consent of any Person who at the time of making such
request or giving such authority or consent is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefor.

          10.13 EQUALIZATION OF BANKS.

               The Banks and the holders of any participations in any
Commitments, Loans, Letters of Credit or other rights or obligations of a Bank
hereunder agree among themselves that, with respect to all amounts received by
any Bank or any such holder for application on any Obligation hereunder or under
any such participation, whether received by voluntary payment, by realization
upon security, by the exercise of the right of set-off or banker's lien, by
counterclaim or by any other non-pro rata source, equitable adjustment will be
made in the manner stated in the following sentence so that, in effect, all such
excess amounts will be shared ratably among the Banks and such holders in
proportion to their interests in payments on the Obligations, except as
otherwise provided in Sections 4.4.3, 5.4.2 or 5.6. The Banks or any


                                      -97-

<PAGE>

such holder receiving any such amount shall purchase for cash from each of the
other Banks an interest in Obligations owed to such Bank in such amount as shall
result in a ratable participation by the Banks and each such holder in the
aggregate unpaid amount of the Obligations, provided that if all or any portion
of such excess amount is thereafter recovered from the Bank or the holder making
such purchase, such purchase shall be rescinded and the purchase price restored
to the extent of such recovery, together with interest or other amounts, if any,
required by law (including court order) to be paid by the Bank or the holder
making such purchase.

          10.14 SUCCESSOR AGENT.

               The Agent (i) may resign as Agent or (ii) shall resign if such
resignation is requested by the Required Banks (if the Agent is a Bank, the
Agent's Loans and its Commitment shall be considered in determining whether the
Required Banks have requested such resignation) or required by Section 5.4.2, in
either case of (i) or (ii) by giving not less than thirty (30) days' prior
written notice to the Borrowers. If the Agent shall resign under this Agreement,
then either (a) the Required Banks shall appoint from among the Banks a
successor agent for the Banks, subject to the consent of the Borrowers, such
consent not to be unreasonably withheld, or (b) if a successor agent shall not
be so appointed and approved within the thirty (30) day period following the
Agent's notice to the Banks of its resignation, then the Agent shall appoint,
with the consent of the Borrowers, such consent not to be unreasonably withheld,
a successor agent who shall serve as Agent until such time as the Required Banks
appoint and the Borrowers consent to the appointment of a successor agent. Upon
its appointment pursuant to either clause (a) or (b) above, such successor agent
shall succeed to the rights, powers and duties of the Agent, and the term
"AGENT" shall mean such successor agent, effective upon its appointment, and the
former Agent's rights, powers and duties as Agent shall be terminated without
any other or further act or deed on the part of such former Agent or any of the
parties to this Agreement. After the resignation of any Agent hereunder, the
provisions of this Section 10 shall inure to the benefit of such former Agent
and such former Agent shall not by reason of such resignation be deemed to be
released from liability for any actions taken or not taken by it while it was an
Agent under this Agreement.

          10.15 AGENT'S FEE.

               The Borrowers, on a joint and several basis, shall pay to the
Agent a nonrefundable fee (the "AGENT'S FEE") under the terms of a letter (the
"AGENT'S LETTER") among the Borrowers and Agent, as amended from time to time.

          10.16 AVAILABILITY OF FUNDS.

               The Agent may assume that each Bank has made or will make the
proceeds of the applicable Loan available to the Agent in the applicable
currency unless the Agent shall have been notified by such Bank on or before the
later of (1) the close of Business on the Business Day preceding the Borrowing
Date with respect to such Loan or two (2) hours before the time on which the
Agent actually funds the proceeds of such Loan to the Borrowers (whether using
its own funds pursuant to this Section 10.16 or using proceeds deposited with
the


                                      -98-

<PAGE>

Agent by the Banks and whether such funding occurs before or after the time on
which Banks are required to deposit the proceeds of such Loan with the Agent).
The Agent may, in reliance upon such assumption (but shall not be required to),
make available to the Borrowers a corresponding amount in the applicable
currency. If such corresponding amount is not in fact made available to the
Agent by such Bank in the applicable currency, the Agent shall be entitled to
recover such amount on demand from such Bank (or, if such Bank fails to pay such
amount forthwith upon such demand from the Borrower) together with interest
thereon, in respect of each day during the period commencing on the date such
amount was made available to the Borrowers and ending on the date the Agent
recovers such amount, at a rate per annum equal to (i) the Federal Funds
Effective Rate during the first three (3) days after such interest shall begin
to accrue and (ii) the applicable interest rate in respect of such Loan after
the end of such three-day period.

          10.17 CALCULATIONS.

               In the absence of gross negligence or willful misconduct, the
Agent shall not be liable for any error in computing the amount payable to any
Bank whether in respect of the Loans, fees or any other amounts due to the Banks
under this Agreement. In the event an error in computing any amount payable to
any Bank is made, the Agent, the Borrowers and each affected Bank shall,
forthwith upon discovery of such error, make such adjustments as shall be
required to correct such error, and any compensation therefor will be calculated
at the Federal Funds Effective Rate or the Overnight Rate if such computation
relates to a Revolving Credit Loan made in an Optional Currency.

          10.18 NO RELIANCE ON AGENT'S CUSTOMER IDENTIFICATION PROGRAM.

               Each Bank acknowledges and agrees that neither such Bank, nor any
of its Affiliates, participants or assignees, may rely on the Agent to carry out
such Bank's, Affiliate's, participant's or assignee's customer identification
program, or other obligations required or imposed under or pursuant to the USA
Patriot Act or the regulations thereunder, including the regulations contained
in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP REGULATIONS"), or
any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with any of the Loan Parties, their
Affiliates or their agents, the Loan Documents or the transactions hereunder or
contemplated hereby: (1) any identity verification procedures, (2) any
recordkeeping, (3) comparisons with government lists, (4) customer notices or
(5) other procedures required under the CIP Regulations or such other Laws.

          10.19 BENEFICIARIES.

               Except as expressly provided herein, the provisions of this
Section 10 are solely for the benefit of the Agent and the Banks, and the Loan
Parties shall not have any rights to rely on or enforce any of the provisions
hereof. In performing its functions and duties under this Agreement, the Agent
shall act solely as agent of the Banks and does not assume and shall not be
deemed to have assumed any obligation toward or relationship of agency or trust
with or for any of the Loan Parties.


                                      -99-

<PAGE>

                               11. MISCELLANEOUS

          11.1 MODIFICATIONS, AMENDMENTS OR WAIVERS.

               With the written consent of the Required Banks, the Agent, acting
on behalf of all the Banks, and the Company on behalf of the Loan Parties, may
from time to time enter into written agreements amending or changing any
provision of this Agreement or any other Loan Document or the rights of the
Banks or the Loan Parties hereunder or thereunder, or may grant written waivers
or consents to a departure from the due performance of the Obligations of the
Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made
with such written consent shall be effective to bind all the Banks and the Loan
Parties; provided, that, without the written consent of all the Banks, no such
agreement, waiver or consent may be made which will:

               11.1.1 INCREASE OF COMMITMENT; EXTENSION OF EXPIRATION DATE.

               Increase the amount of the Revolving Credit Commitment or Term
Loan Commitment or Swing Loan Commitment of any Bank hereunder or extend the
Expiration Date;

               11.1.2 EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR
FEES; MODIFICATION OF TERMS OF PAYMENT.

               Whether or not any Loans are outstanding, extend the time for
payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan or any mandatory Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the Commitments on the Expiration Date), the Commitment Fee or any
other fee payable to any Bank, or reduce the principal amount of or the rate of
interest borne by any Loan or reduce the Commitment Fee or any other fee payable
to any Bank, or otherwise affect the terms of payment of the principal of or
interest of any Loan, the Commitment Fee or any other fee payable to any Bank;

               11.1.3 RELEASE OF COLLATERAL OR GUARANTOR.

               Release any Collateral consisting of capital stock or other
ownership interests of any Loan Party or its Subsidiary or substantially all of
the assets of any Loan Party, any Guarantor from its Obligations under the
Guaranty Agreement or any other security for any of the Loan Parties'
Obligations, except for releases of Collateral pursuant to Section 8.1.13.2; or

               11.1.4 MISCELLANEOUS.

               Amend Sections 5.2, 10.6 or 10.13 or this Section 11.1, alter any
provision regarding the pro rata treatment of the Banks, change the definition
of Required Banks, or change any requirement providing for the Banks or the
Required Banks to authorize the taking of any action hereunder;


                                     -100-

<PAGE>

provided, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of the Agent in its capacity (as applicable) as
Agent or the issuer of Letters of Credit or PNC Bank, in the case of Swing Loan,
lender shall be effective without the written consent of the Agent.

          11.2 NO IMPLIED WAIVERS; CUMULATIVE REMEDIES; WRITING REQUIRED.

               No course of dealing and no delay or failure of the Agent or any
Bank in exercising any right, power, remedy or privilege under this Agreement or
any other Loan Document shall affect any other or future exercise thereof or
operate as a waiver thereof, nor shall any single or partial exercise thereof or
any abandonment or discontinuance of steps to enforce such a right, power,
remedy or privilege preclude any further exercise thereof or of any other right,
power, remedy or privilege. The rights and remedies of the Agent and the Banks
under this Agreement and any other Loan Documents are cumulative and not
exclusive of any rights or remedies which they would otherwise have. Any waiver,
permit, consent or approval of any kind or character on the part of any Bank of
any breach or default under this Agreement or any such waiver of any provision
or condition of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing.

          11.3 REIMBURSEMENT AND INDEMNIFICATION OF BANKS BY THE BORROWER;
TAXES.

               The Borrowers, jointly and severally, agree unconditionally upon
demand to pay or reimburse to each Bank (other than the Agent, as to which the
Borrowers' Obligations are set forth in Section 10.5) and to save such Bank
harmless against (i) liability for the payment of all reasonable out-of-pocket
costs, expenses and disbursements (including reasonable fees and expenses of
counsel for each Bank except with respect to (a) and (b) below), incurred by
such Bank (a) in connection with the administration and interpretation of this
Agreement, and other instruments and documents to be delivered hereunder, (b)
relating to any amendments, waivers or consents pursuant to the provisions
hereof, (c) in connection with the enforcement of this Agreement or any other
Loan Document, or collection of amounts due hereunder or thereunder or the proof
and allowability of any claim arising under this Agreement or any other Loan
Document, whether in bankruptcy or receivership proceedings or otherwise, and
(d) in any workout or restructuring or in connection with the protection,
preservation, exercise or enforcement of any of the terms hereof or of any
rights hereunder or under any other Loan Document or in connection with any
foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against such Bank, in its capacity as such, in any
way relating to or arising out of this Agreement or any other Loan Documents or
any action taken or omitted by such Bank hereunder or thereunder, provided that
the Borrowers shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements (A) if the same results from such Bank's gross
negligence or willful misconduct, or (B) if the Borrowers were not given notice
of the subject claim and the opportunity to participate in the defense thereof,
at its expense (except that the Borrowers shall remain liable to


                                     -101-

<PAGE>

the extent such failure to give notice does not result in a loss to the
Borrower), or (C) if the same results from a compromise or settlement agreement
entered into without the consent of the Borrowers, which shall not be
unreasonably withheld. The Banks will attempt to minimize the fees and expenses
of legal counsel for the Banks which are subject to reimbursement by the
Borrowers hereunder by considering the usage of one law firm to represent the
Banks and the Agent if appropriate under the circumstances. The Borrowers, on a
joint and several basis, agree unconditionally to pay all stamp, document,
transfer, recording or filing taxes or fees and similar impositions now or
hereafter determined by the Agent or any Bank to be payable in connection with
this Agreement or any other Loan Document, and the Borrowers, on a joint and
several basis, agree unconditionally to save the Agent and the Banks harmless
from and against any and all present or future claims, liabilities or losses
with respect to or resulting from any omission to pay or delay in paying any
such taxes, fees or impositions.

          11.4 HOLIDAYS.

               Whenever payment of a Loan to be made or taken hereunder shall be
due on a day which is not a Business Day such payment shall be due on the next
Business Day (except as provided in Section 4.2 with respect to Interest Periods
under the Euro-Rate Option) and such extension of time shall be included in
computing interest and fees, except that the Loans shall be due on the Business
Day preceding the Expiration Date if the Expiration Date is not a Business Day.
Whenever any payment or action to be made or taken hereunder (other than payment
of the Loans) shall be stated to be due on a day which is not a Business Day,
such payment or action shall be made or taken on the next following Business
Day, and such extension of time shall not be included in computing interest or
fees, if any, in connection with such payment or action.

          11.5 FUNDING BY BRANCH, SUBSIDIARY OR AFFILIATE.

               11.5.1 NOTIONAL FUNDING.

               Each Bank shall have the right from time to time, without notice
to the Borrowers, to deem any branch, Subsidiary or Affiliate (which for the
purposes of this Section 11.5 shall mean any corporation or association which is
directly or indirectly controlled by or is under direct or indirect common
control with any corporation or association which directly or indirectly
controls such Bank) of such Bank to have made, maintained or funded any Loan to
which the Euro-Rate Option applies at any time, provided that immediately
following (on the assumption that a payment were then due from the Borrowers to
such other office), and as a result of such change, the Borrowers would not be
under any greater financial obligation pursuant to Section 5.6 than it would
have been in the absence of such change. Notional funding offices may be
selected by each Bank without regard to such Bank's actual methods of making,
maintaining or funding the Loans or any sources of funding actually used by or
available to such Bank.


                                     -102-

<PAGE>

               11.5.2 ACTUAL FUNDING.

               Each Bank shall have the right from time to time to make or
maintain any Loan or Letter of Credit Borrowing by arranging for a branch,
Subsidiary or Affiliate of such Bank to make or maintain such Loan subject to
the last sentence of this Section 11.5.2. If any Bank causes a branch,
Subsidiary or Affiliate to make or maintain any part of the Loans or Letter of
Credit Borrowing hereunder, all terms and conditions of this Agreement shall,
except where the context clearly requires otherwise, be applicable to such part
of the Loans or Letter of Credit Borrowing to the same extent as if such Loans
or Letter of Credit Borrowing were made or maintained by such Bank, but in no
event shall any Bank's use of such a branch, Subsidiary or Affiliate to make or
maintain any part of the Loans or Letter of Credit Borrowing hereunder cause
such Bank or such branch, Subsidiary or Affiliate to incur any cost or expenses
payable by the Borrowers hereunder or require the Borrowers to pay any other
compensation to any Bank (including any expenses incurred or payable pursuant to
Section 5.6) which would otherwise not be incurred.

          11.6 NOTICES; LENDING OFFICES.

               Any notice, request, demand, direction or other communication
(for purposes of this Section 11.6 only, a "NOTICE") to be given to or made upon
any party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (which includes means of electronic transmission (i.e.,
"e-mail") or facsimile transmission or by setting forth such Notice on a site on
the World Wide Web (a "WEBSITE POSTING") if Notice of such Website Posting
(including the information necessary to access such site) has previously been
delivered to the applicable parties hereto by another means set forth in this
Section 11.6) in accordance with this Section 11.6. Any such Notice must be
delivered to the applicable parties hereto at the addresses and numbers set
forth under their respective names on SCHEDULE 1.1(B) hereof or in accordance
with any subsequent unrevoked Notice from any such party that is given in
accordance with this Section 11.6. Any Notice shall be effective:

                    (i) In the case of hand-delivery, when delivered;

                    (ii) If given by mail, four days after such Notice is
deposited with the United States Postal Service, with first-class postage
prepaid, return receipt requested;

                    (iii) In the case of a telephonic Notice, when a party is
contacted by telephone, if delivery of such telephonic Notice is confirmed no
later than the next Business Day by hand delivery, a facsimile or electronic
transmission, a Website Posting or overnight courier delivery of a confirmatory
notice (received at or before noon on such next Business Day);

                    (iv) In the case of a facsimile transmission, when sent to
the applicable party's facsimile machine's telephone number if the party sending
such Notice receives confirmation of the delivery thereof from its own facsimile
machine;


                                     -103-

<PAGE>

                    (v) In the case of electronic transmission, when actually
received;

                    (vi) In the case of a Website Posting, upon delivery of a
Notice of such posting (including the information necessary to access such web
site) by another means set forth in this Section 11.6; and

                    (vii) If given by any other means (including by overnight
courier), when actually received.

Any Bank giving a Notice to a Loan Party shall concurrently send a copy thereof
to the Agent, and the Agent shall promptly notify the other Banks of its receipt
of such Notice. SCHEDULE 1.1(B) lists the Lending Offices of each Bank. Each
Bank may change its Lending Offices by written Notice to the Agent and other
Banks.

          11.7 SEVERABILITY.

               The provisions of this Agreement are intended to be severable. If
any provision of this Agreement shall be held invalid or unenforceable in whole
or in part in any jurisdiction, such provision shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without in
any manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

          11.8 GOVERNING LAW.

               Each Letter of Credit and Section 2.11 shall be subject to the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, as the same may be
revised or amended from time to time, and to the extent not inconsistent
therewith, the internal laws of the Commonwealth of Pennsylvania without regard
to its conflict of laws principles, and the balance of this Agreement shall be
deemed to be a contract under the Laws of the Commonwealth of Pennsylvania and
for all purposes shall be governed by and construed and enforced in accordance
with the internal laws of the Commonwealth of Pennsylvania without regard to its
conflict of laws principles.

          11.9 PRIOR UNDERSTANDING.

               This Agreement and the other Loan Documents supersede all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein,
including any prior confidentiality agreements and commitments.

          11.10 DURATION; SURVIVAL.

               All representations and warranties of the Loan Parties contained
herein or made in connection herewith shall survive the making of Loans and
issuance of Letters of Credit and shall not be waived by the execution and
delivery of this Agreement, any investigation by the


                                     -104-

<PAGE>

Agent or the Banks, the making of Loans, issuance of Letters of Credit, or
payment in full of the Loans. All covenants and agreements of the Loan Parties
contained in Sections 8.1, 8.1.14 and 8.3 herein shall continue in full force
and effect from and after the date hereof so long as the Borrowers may borrow or
request Letters of Credit hereunder and until termination of the Commitments and
payment in full of the Obligations and expiration or termination of all Letters
of Credit. All covenants and agreements of the Borrowers and the Banks contained
herein relating to the payment of principal, interest, premiums, additional
compensation or expenses and indemnification, including those set forth in the
Notes, Section 5 and Sections 10.5, 10.7 and 11.3, shall survive payment in full
of the Obligations, expiration or termination of the Letters of Credit and
termination of the Commitments.

          11.11 SUCCESSORS AND ASSIGNS.

                    (i) This Agreement shall be binding upon and shall inure to
the benefit of the Banks, the Agent, the Loan Parties and their respective
successors and assigns, except that none of the Loan Parties may assign or
transfer any of its rights and Obligations hereunder or any interest herein.
Each Bank may, at its own cost, make assignments of or sell participations in
all or any part of its Commitments and the Loans and Letter of Credit Borrowings
made by it to one or more banks or other entities, subject to the consent of the
Company, on behalf of the Borrowers, and the Agent with respect to any assignee,
such consent not to be unreasonably withheld, provided that (1) no consent of
the Borrowers shall be required (A) if an Event of Default exists and is
continuing, (B) in the case of an assignment by a Bank to an Affiliate of such
Bank, or (C) in the case of an assignment by either PNC Bank or Credit Suisse
within 90 days following the Closing Date and (2) any assignment by a Bank to a
Person other than an Affiliate of such Bank may not be made in amounts less than
the lesser of $5,000,000.00 and the amount of the assigning Bank's Revolving
Credit Commitment or outstanding Term Loan. In the case of an assignment, upon
receipt by the Agent of the Assignment and Assumption Agreement, the assignee
shall have, to the extent of such assignment (unless otherwise provided
therein), the same rights, benefits and obligations as it would have if it had
been a signatory Bank hereunder, the Commitments shall be adjusted accordingly,
and upon surrender of any Note subject to such assignment, the Borrowers shall
execute and deliver a new Note to the assignee, if such assignee requests such a
Note in an amount equal to the amount of the Revolving Credit Commitment or Term
Loan assumed by it and a new Revolving Credit Note or Term Note to the assigning
Bank, if the assigning Bank requests such a Note, in an amount equal to the
Revolving Credit Commitment or Term Loan retained by it hereunder. Any Bank
which assigns any or all of its Revolving Credit Commitment or Loans to a Person
other than an Affiliate of such Bank shall pay to the Agent a service fee in the
amount of $3,500.00 for each assignment. In the case of a participation, the
participant shall only have the rights specified in Section 9.2.3 (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto and not to include any voting rights except with
respect to changes of the type referenced in Sections 11.1.1, 11.1.2, or
11.1.3), all of such Bank's obligations under this Agreement or any other Loan
Document shall remain unchanged, and all amounts payable by any Loan Party
hereunder or thereunder shall be determined as if such Bank had not sold such
participation.


                                     -105-

<PAGE>

                    (ii) Any assignee or participant which is not incorporated
under the Laws of the United States of America or a state thereof shall deliver
to the Borrowers and the Agent the form of certificate described in Section
11.17 relating to federal income tax withholding. Each Bank may furnish any
publicly available information concerning any Loan Party or its Subsidiaries and
any other information concerning any Loan Party or its Subsidiaries in the
possession of such Bank from time to time to assignees and participants
(including prospective assignees or participants), provided that such assignees
and participants agree to be bound by the provisions of Section 11.12.

                    (iii) Notwithstanding any other provision in this Agreement,
any Bank may at any time pledge or grant a security interest in all or any
portion of its rights under this Agreement, its Note (if any) and the other Loan
Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent
of the Borrowers or the Agent. No such pledge or grant of a security interest
shall release the Transferor Bank of its obligations hereunder or under any
other Loan Document.

          11.12 CONFIDENTIALITY.

               11.12.1 GENERAL.

               The Agent and the Banks each agree to keep confidential all
information obtained from any Loan Party or its Subsidiaries which is nonpublic
and confidential or proprietary in nature (including any information the
Borrowers specifically designate as confidential), except as provided below, and
to use such information only in connection with their respective capacities
under this Agreement and for the purposes contemplated hereby. The Agent and the
Banks shall be permitted to disclose such information (i) to outside legal
counsel, accountants and other professional advisors who need to know such
information in connection with the administration and enforcement of this
Agreement, subject to agreement of such Persons to maintain the confidentiality,
(ii) to assignees and participants as contemplated by Section 11.11, and
prospective assignees and participants who will be required to maintain
confidentiality as if they were a Bank under this Agreement, (iii) to the extent
requested by any bank regulatory authority or, with notice to the Borrowers, as
otherwise required by applicable Law or by any subpoena or similar legal
process, or in connection with any investigation or proceeding arising out of
the transactions contemplated by this Agreement, (iv) if it becomes publicly
available other than as a result of a breach of this Agreement or becomes
available from a source not known to be subject to confidentiality restrictions,
or (v) if the Borrowers shall have consented to such disclosure.

               11.12.2 SHARING INFORMATION WITH AFFILIATES OF THE BANKS.

               Each Loan Party acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrowers or one or more of its Affiliates (in connection with this
Agreement or otherwise) by any Bank or by one or more Subsidiaries or Affiliates
of such Bank and each of the Loan Parties hereby authorizes each


                                     -106-

<PAGE>

Bank to share any information delivered to such Bank by such Loan Party and its
Subsidiaries pursuant to this Agreement, or in connection with the decision of
such Bank to enter into this Agreement, to any such Subsidiary or Affiliate of
such Bank, it being understood that any such Subsidiary or affiliate of any Bank
receiving such information shall be bound by the provisions of Section 11.12.1
as if it were a Bank hereunder. Such Authorization shall survive the repayment
of the Loans and other Obligations and the termination of the Commitments.

          11.13 COUNTERPARTS.

               This Agreement may be executed by different parties hereto on any
number of separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one
and the same instrument.

          11.14 AGENT'S OR BANK'S CONSENT.

               Whenever the Agent's or any Bank's consent is required to be
obtained under this Agreement or any of the other Loan Documents as a condition
to any action, inaction, condition or event, the Agent and each Bank shall be
authorized to give or withhold such consent in its sole and absolute discretion
(unless otherwise specified herein) and to condition its consent upon the giving
of additional collateral, the payment of money or any other matter.

          11.15 EXCEPTIONS.

               The representations, warranties and covenants contained herein
shall be independent of each other, and no exception to any representation,
warranty or covenant shall be deemed to be an exception to any other
representation, warranty or covenant contained herein unless expressly provided,
nor shall any such exceptions be deemed to permit any action or omission that
would be in contravention of applicable Law.

          11.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.

               EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF THE COURT OF COMMON PLEAS OF PHILADELPHIA COUNTY AND THE UNITED
STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA, AND WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN
PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 11.6 AND SERVICE SO MADE SHALL BE
DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS
PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. EACH LOAN PARTY, THE AGENT AND THE BANKS HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR


                                     -107-

<PAGE>

RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL
EXTENT PERMITTED BY LAW.

          11.17 CERTIFICATIONS FROM BANKS AND PARTICIPANTS

               11.17.1 TAX WITHHOLDING.

               Each Bank or assignee or participant of a Bank that is not
incorporated under the Laws of the United States of America or a state thereof
(and, upon the written request of the Agent, each other Bank or assignee or
participant of a Bank) agrees that it will deliver to each of the Company and
the Agent two (2) duly completed appropriate valid Withholding Certificates (as
defined under Section 1.1441-1(c)(16) of the Income Tax Regulations (the
"REGULATIONS")) certifying its status (i.e. U.S. or foreign person) and, if
appropriate, making a claim of reduced, or exemption from, U.S. withholding tax
on the basis of an income tax treaty or an exemption provided by the Internal
Revenue Code. The term "WITHHOLDING CERTIFICATE" means a Form W-9; a Form
W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under Section 1.1441-1(e)(2) and/or (3) of the
Regulations; a statement described in Section 1.871-14(c)(2)(v) of the
Regulations; or any other certificates under the Internal Revenue Code or
Regulations that certify or establish the status of a payee or beneficial owner
as a U.S. or foreign person. Each Bank, assignee or participant required to
deliver to the Company and the Agent a Withholding Certificate pursuant to the
preceding sentence shall deliver such valid Withholding Certificate as follows:
(A) each Bank which is a party hereto on the Closing Date shall deliver such
valid Withholding Certificate at least five (5) Business Days prior to the first
date on which any interest or fees are payable by the Borrowers hereunder for
the account of such Bank; (B) each assignee or participant shall deliver such
valid Withholding Certificate at least five (5) Business Days before the
effective date of such assignment or participation (unless the Agent in its sole
discretion shall permit such assignee or participant to deliver such valid
Withholding Certificate less than five (5) Business Days before such date in
which case it shall be due on the date specified by the Agent). Each Bank,
assignee or participant which so delivers a valid Withholding Certificate
further undertakes to deliver to each of the Company and the Agent two (2)
additional copies of such Withholding Certificate (or a successor form) on or
before the date that such Withholding Certificate expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent
Withholding Certificate so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Borrowers
or the Agent. Notwithstanding the submission of a Withholding Certificate
claiming a reduced rate of or exemption from U.S. withholding tax, the Agent
shall be entitled to withhold United States federal income taxes at the full 30%
withholding rate if in its reasonable judgment it is required to do so under the
due diligence requirements imposed upon a withholding agent under Section
1.1441-7(b) of the Regulations. Further, the Agent is indemnified under Section
1.1461-1(e) of the Regulations against any claims and demands of any Bank or
assignee or participant of a Bank for the amount of any tax it deducts and
withholds in accordance with regulations under Section 1441 of the Internal
Revenue Code.


                                     -108-
<PAGE>

               11.17.2 USA PATRIOT ACT.

               Each Bank or assignee or participant of a Bank that is not
incorporated under the Laws of the United States of America or a state thereof
(and is not excepted from the certification requirement contained in Section 313
of the USA Patriot Act and the applicable regulations because it is both (i) an
affiliate of a depository institution or foreign bank that maintains a physical
presence in the United states or foreign county, and (ii) subject to supervision
by a banking authority regulating such affiliated depository institution or
foreign bank) shall deliver to the Agent the certification, or, if applicable,
recertification, certifying that such Bank is not a "shell" and certifying to
other matters as required by Section 313 of the USA Patriot Act and the
applicable regulations: (1) within 10 days after the Closing Date, and (2) at
such other times as are required under the USA Patriot Act.

          11.18 JOINDER OF GUARANTORS AND BORROWERS.

               Any Material Subsidiary of the Borrowers which is required to
join this Agreement as a Guarantor pursuant to Section 8.2.9 or any Subsidiary
which elects to join this Agreement as a Borrower shall execute and deliver to
the Agent (i) a Guarantor Joinder or Borrower Joinder, as applicable, pursuant
to which it shall join as a Guarantor or Borrower each of the Loan Documents to
which the Guarantors or Borrowers are parties; (ii) documents in the forms
described in Section 7.1 modified as appropriate to relate to such Subsidiary;
and (iii) documents necessary to grant and perfect Prior Security Interests, to
the extent required hereunder, to the Agent, for the benefit of the Banks, in
all Collateral held by such Subsidiary. The Loan Parties shall deliver such
Guarantor Joinder or Borrower Joinder and related documents to the Agent within
five (5) Business Days after the date of the filing of such Subsidiary's
articles of incorporation if the Subsidiary is a corporation, the date of the
filing of its certificate of limited partnership if it is a limited partnership
or the date of its organization if it is an entity other than a limited
partnership or corporation.

          11.19 NATURE OF FOREIGN BORROWER OBLIGATIONS.

               (a) Notwithstanding the joint and several liability of the
Foreign Borrowers under this Agreement or any other Loan Document, the
obligations of each Foreign Borrower on account of principal and interest under
the Loans and Reimbursement Obligations and Letters of Credit Borrowings shall
be limited to the principal amount advanced to such Foreign Borrower or its
Subsidiaries and reimbursement of draws under Letters of Credit issued for the
account of such Foreign Borrower or its Subsidiaries and, in each case, interest
thereon. Each Foreign Borrower shall be liable only for its pro rata share of
all fees and expenses and other sums due hereunder (other than principal and
interest on the Loans) based upon the ratio of Loans outstanding to such Foreign
Borrower to the total amount of Loans outstanding hereunder.

               (b) Any Foreign Borrower may from time to time deliver a
termination notice to the Agent requesting that it no longer be a party hereto.
Such termination shall be effective two Business Days after receipt by the Agent
so long as all obligations of such Foreign Borrower hereunder have been paid in
full (including principal, interest and other amounts) and


                                     -109-

<PAGE>

no Letter of Credit issued for the account or benefit of such Foreign Borrower
is outstanding; provided that, to the extent this Agreement provides for the
survival of certain provisions upon termination hereof, such surviving
provisions shall survive a termination under this subsection with respect to any
such Foreign Borrower. Following receipt of such notice, no further Loans may be
borrowed by such Foreign Borrower hereunder, unless such Foreign Borrower shall
thereafter rejoin this Agreement as a Borrower pursuant to the joinder
provisions of Section 11.18.


                                     -110-

<PAGE>

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

                                        BORROWERS:
                                        P.H. GLATFELTER COMPANY


                                        By: /s/ John C. van Roden, Jr.
                                            ------------------------------------
                                        Name: John C. van Roden, Jr.
                                        Title: Executive Vice President and CFO


                                        PHG TEA LEAVES, INC.


                                        By: /s/ George B. Amoss, Jr.
                                            ------------------------------------
                                        Name: George B. Amoss, Jr.
                                        Title: President


                                        PAPIERFABRIK SCHOELLER & HOESCH GMBH &
                                        CO. KG

                                        By: S&H Verwaltungsgesellschaft mbH,
                                            its General Partner


                                        By: /s/ John P. Jacunski
                                            ------------------------------------
                                        Name: John P. Jacunski
                                        Title: Managing Director


                                        S&H VERWALTUNGSGESELLSCHAFT MBH


                                        By: /s/ John P. Jacunski
                                            ------------------------------------
                                        Name: John P. Jacunski
                                        Title: Managing Director


                                        GLATFELTER-UK, LTD.


                                        By: /s/ Jeffrey J. Norton
                                            ------------------------------------
                                        Name: Jeffrey J. Norton
                                        Title: Secretary


                                        MOLLANVICK, INC.


                                        By: /s/ George B. Amoss, Jr.
                                            ------------------------------------
                                        Name: George B. Amoss, Jr.
                                        Title: President

<PAGE>

                                        GUARANTORS:

                                        GLATFELTER PULP WOOD COMPANY


                                        By: /s/ George H. Glatfelter
                                            ------------------------------------
                                        Name: George H Glatfelter
                                        Title: Chairman and President


                                        GLT INTERNATIONAL FINANCE, LLC


                                        By: /s/ George B. Amoss, Jr.
                                            ------------------------------------
                                        Name: George B. Amoss, Jr.
                                        Title: Treasurer


                                        GLENN-WOLFE, INC.


                                        By: /s/ George B. Amoss, Jr.
                                            ------------------------------------
                                        Name: George B. Amoss, Jr.
                                        Title: President

<PAGE>

                                        PNC BANK, NATIONAL ASSOCIATION,
                                        and as Agent and as a Bank


                                        By: /s/ Frank A. Pugliese
                                            ------------------------------------
                                        Name: Frank A. Pugliese
                                        Title: Senior Vice President

<PAGE>

                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH


                                        By: /s/ David Dodd
                                            ------------------------------------
                                        Name: David Dodd
                                        Title: Vice President


                                        By: /s/ Mikhail Faybusovich
                                            ------------------------------------
                                        Name: Mikhail Faybusovich
                                        Title: Associate

<PAGE>

                                 SCHEDULE 1.1(A)

                   PRICING GRID FOR P. H. GLATFELTER COMPANY*
                             PRICING IN BASIS POINTS

<TABLE>
<CAPTION>
                         LEVEL I           LEVEL II           LEVEL III         LEVEL IV          LEVEL V
                    ----------------   ----------------   ----------------   --------------   --------------
<S>                 <C>                <C>                <C>                <C>              <C>
BASIS FOR PRICING   IF THE COMPANY'S   IF THE COMPANY'S   IF THE COMPANY'S       IF THE           IF THE
                     DEBT RATING IS     DEBT RATING IS     DEBT RATING IS    COMPANY'S DEBT   COMPANY'S DEBT
                       BAA2/BBB OR        BAA3/BBB-.          BA1/BB+.          RATING IS        RATING IS
                         HIGHER.                                                 BA2/BB.        BA3/BB- OR
                                                                                                  LOWER.

COMMITMENT FEE            12.5                 15               17.5               22.5             27.5

EURO-RATE SPREAD          67.5               77.5               87.5              112.5            137.5
</TABLE>

*    IN THE EVENT THE COMPANY'S SENIOR UNSECURED DEBT IS SPLIT-RATED, PRICING
     WILL BE DETERMINED BY THE HIGHER OF THE TWO RATINGS, EXCEPT THAT IF THE
     RATINGS DIFFER BY MORE THAN ONE LEVEL, PRICING WILL BE DETERMINED BY ONE
     LEVEL ABOVE THE LOWER RATING. IN THE EVENT THAT EITHER MOODY'S OR STANDARD
     & POOR'S SHALL CEASE TO RATE THE SENIOR UNSECURED DEBT OF THE COMPANY,
     LEVEL V PRICING SHALL APPLY. INCREASES OR DECREASES IN PRICING AND FEES
     PURSUANT TO THE GRID ABOVE SHALL BE EFFECTIVE AS OF THE DATE ON WHICH ANY
     RATING OF THE SENIOR UNSECURED DEBT OF THE COMPANY SHALL CHANGE (IF SUCH
     CHANGE RESULTS IN A CHANGE IN THE PRICING LEVEL), EXCEPT THAT ANY INCREASE
     OR DECREASE IN THE PRICING RELATING TO OUTSTANDING BORROWING TRANCHES OF
     LOANS IN AN OPTIONAL CURRENCY SHALL BE EFFECTIVE UPON THE EXPIRATION OF THE
     CURRENT INTEREST PERIOD (AND NOT AT THE TIME OF THE CHANGE IN THE COMPANY'S
     SENIOR UNSECURED DEBT RATING).


                               SCHEDULE 1.1(A) - 1

<PAGE>

                                 SCHEDULE 5.5.1

                         MANDATORY PREPAYMENT PERCENTAGE

<TABLE>
<CAPTION>
                                                                                  PERCENTAGE OF
                           PERCENTAGE FOR    PERCENTAGE FOR     PERCENTAGE FOR     PROCEEDS OF
                             PROCEEDS OF      PROCEEDS OF     PROCEEDS OF ASSET      MATERIAL
LEVEL    LEVERAGE RATIO     INDEBTEDNESS    EQUITY ISSUANCE          SALE           RECOVERIES
-----   ----------------   --------------   ---------------   -----------------   -------------
<S>     <C>                <C>              <C>               <C>                 <C>
  I      GREATER THAN OR        100%              50%                100%              100%
          EQUAL TO 3.0

  II     LESS THAN 3.0,         100%              50%                 75%              100%
        BUT GREATER THAN
               2.5

 III      LESS THAN 2.5           0%               0%                  0%                0%
</TABLE>

AS OF THE CLOSING DATE, LEVEL I PERCENTAGES SHALL APPLY. THEREAFTER, THE
APPLICABLE LEVEL SHALL BE DETERMINED BASED ON THE MOST RECENTLY DELIVERED
COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO SECTION 8.3.3, PROVIDED, HOWEVER,
THAT ONCE THE MANDATORY PREPAYMENT PERCENTAGE HAS DECREASED, NO SUBSEQUENT
INCREASE IN THE LEVERAGE RATIO SHALL CAUSE MANDATORY PREPAYMENT PERCENTAGE TO
INCREASE.


                               SCHEDULE 5.5.1 - 1