<PAGE>
                                                                 Exhibit 10.30




                                                                  EXECUTION COPY

                           FIVE YEAR CREDIT AGREEMENT

                                   dated as of

                                December 15, 2004

                                      among

                               WATERS CORPORATION
                                 as US Borrower

                        WATERS TECHNOLOGIES IRELAND LTD.
                              as European Borrower

                       WATERS CHROMATOGRAPHY IRELAND LTD.
                              as European Borrower

                            The Lenders Party Hereto

                            JPMORGAN CHASE BANK, N.A.
                             as Administrative Agent

                                       and

                           J.P. MORGAN EUROPE LIMITED
                                 as London Agent

                           __________________________

                              ABM AMRO INCORPORATED
                             as Co-Syndication Agent

                              BANK OF AMERICA, N.A.
                             as Co-Syndication Agent

                                BARCLAYS BANK PLC
                             as Co-Syndication Agent

                         CITIZENS BANK OF MASSACHUSETTS
                             as Co-Syndication Agent

              J.P. MORGAN SECURITIES INC. and ABN AMRO INCORPORATED
                             as Joint Lead Arrangers
                              and Joint Bookrunners

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
                                    ARTICLE I

                                   Definitions

Section 1.01.  Defined Terms................................................  1
Section 1.02.  Classification of Loans and Borrowings....................... 17
Section 1.03.  Terms Generally.............................................. 18
Section 1.04.  Accounting Terms; GAAP....................................... 18
Section 1.05.  Exchange Rates............................................... 18

                                   ARTICLE II

                                   The Credits

Section 2.01.  Commitments.................................................. 19
Section 2.02.  Loans and Borrowings......................................... 19
Section 2.03.  Notice of Borrowings......................................... 20
Section 2.04.  Swingline Loans.............................................. 21
Section 2.05.  Letters of Credit............................................ 23
Section 2.06.  Funding of Borrowings........................................ 27
Section 2.07.  Repayment of Borrowings; Evidence of Debt.................... 28
Section 2.08.  Interest Elections........................................... 29
Section 2.09.  Termination and Reduction of Commitments..................... 30
Section 2.10.  Increase in Commitments...................................... 31
Section 2.11.  Prepayment of Loans.......................................... 33
Section 2.12.  Fees......................................................... 34
Section 2.13.  Interest..................................................... 35
Section 2.14.  Alternate Rate of Interest................................... 36
Section 2.15.  Increased Costs.............................................. 36
Section 2.16.  Break Funding Payments....................................... 38
Section 2.17.  Taxes........................................................ 38
Section 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs... 39
Section 2.19.  Mitigation Obligations; Replacement of Lenders............... 41

                                   ARTICLE III

                         Representations and Warranties

Section 3.01.  Corporate Existence and Standing............................. 42
</TABLE>

<PAGE>
                                                                              ii

<TABLE>
<S>                                                                         <C>
Section 3.02.  Authorization; No Violation.................................. 42
Section 3.03.  Governmental Consents........................................ 42
Section 3.04.  Validity..................................................... 43
Section 3.05.  Use of Proceeds.............................................. 43
Section 3.06.  Litigation................................................... 43
Section 3.07.  Financial Statements; No Material Adverse Change............. 43
Section 3.08.  Investment Company Act....................................... 43
Section 3.09.  Taxes........................................................ 43
Section 3.10.  ERISA........................................................ 44
Section 3.11.  Regulation U................................................. 44
Section 3.12.  Environmental Matters........................................ 44
Section 3.13.  Disclosure................................................... 44
Section 3.14.  Subsidiary Guarantors........................................ 45

                                   ARTICLE IV

                                   Conditions

Section 4.01.  Effective Date............................................... 45
Section 4.02.  Each Credit Event............................................ 46

                                    ARTICLE V

                              Affirmative Covenants

Section 5.01.  Payment of Taxes, Etc........................................ 47
Section 5.02.  Preservation of Existence, Etc............................... 47
Section 5.03.  Compliance with Laws, Etc.................................... 47
Section 5.04.  Keeping of Books............................................. 47
Section 5.05.  Inspection................................................... 47
Section 5.06.  Reporting Requirements....................................... 47
Section 5.07.  Use of Proceeds and Letters of Credit........................ 49
Section 5.08.  Guarantee Requirement........................................ 49

                                   ARTICLE VI

                               Negative Covenants

Section 6.01.  Subsidiary Debt.............................................. 50
Section 6.02.  Liens Securing Debt.......................................... 50
Section 6.03.  Sale and Leaseback Transactions.............................. 50
Section 6.04.  Merger, Consolidation, Etc................................... 51
Section 6.05.  Change in Business........................................... 52
Section 6.06.  Certain Restrictive Agreements............................... 52
Section 6.07.  Leverage Ratio............................................... 52
</TABLE>

<PAGE>
                                                                             iii

<TABLE>
<S>                                                                         <C>
Section 6.08.  Interest Coverage Ratio...................................... 52

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                                   The Agents

                                   ARTICLE IX

                         Collection Allocation Mechanism

Section 9.01.  CAM Exchange................................................. 57

                                    ARTICLE X

                                    Guarantee

                                   ARTICLE XI

                                  Miscellaneous

Section 11.01. Notices.....................................................  60
Section 11.02. Waivers; Amendments.........................................  60
Section 11.03. Expenses; Indemnity; Damage Waiver..........................  62
Section 11.04. Successors and Assigns......................................  63
Section 11.05. Survival....................................................  65
Section 11.06. Counterparts; Integration; Effectiveness....................  66
Section 11.07. Severability................................................  66
Section 11.08. Right of Setoff.............................................  66
Section 11.09. Governing Law; Jurisdiction; Consent to Service of Process..  66
Section 11.10. WAIVER OF JURY TRIAL........................................  67
Section 11.11. Headings....................................................  67
Section 11.12. Confidentiality.............................................  68
Section 11.13. Conversion of Currencies....................................  68
Section 11.14. Release of Subsidiary Guarantors............................  69
Section 11.15. USA Patriot Act.............................................  69
</TABLE>

<PAGE>
                                                                              iv

SCHEDULES:

Schedule 1.01  --  Subsidiary Guarantors

Schedule 2.01  --  Lenders and Commitments

Schedule 2.05  --  Existing Letters of Credit

Schedule 2.18  --  Payment Instructions

Schedule 6.01  --  Debt of Subsidiaries

EXHIBITS:

Exhibit A      --   Form of Assignment and Acceptance

Exhibit B      --   Form of Subsidiary Guarantee Agreement

Exhibit C      --   Form of Irish Certificate

Exhibit D-1    --   Form of Opinion of Counsel for the Company

Exhibit D-2    --   Form of Opinion of Irish Counsel for the European Borrowers

<PAGE>

            FIVE YEAR CREDIT AGREEMENT dated as of December 15, 2004 among
         WATERS CORPORATION, a Delaware corporation (the "Company"); WATERS
         TECHNOLOGIES IRELAND LTD. and WATERS CHROMATOGRAPHY IRELAND LTD., both
         companies organized under the laws of Ireland (the "European
         Borrowers"; the Company and the European Borrowers being collectively
         called the "Borrowers"); the LENDERS from time to time party hereto;
         JPMORGAN CHASE BANK, N.A., as Administrative Agent and J.P. MORGAN
         EUROPE LIMITED, as London Agent.

      The Company has requested the Lenders (such term and each other
capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) to extend credit in the form of (a) Term Loans to
the Company in US Dollars in an aggregate principal amount of $250,000,000 and
(b) revolving commitments consisting of the following: (i) US Tranche
Commitments under which the Company may obtain Loans in US Dollars in an
aggregate principal amount at any time outstanding that will not result in
aggregate US Tranche Revolving Exposures exceeding $300,000,000 and (ii)
European Tranche Commitments under which the European Borrowers may obtain Loans
in US Dollars or Euros and the Company may obtain Loans in US Dollars in an
aggregate principal amount at any time outstanding that will not result in
aggregate European Tranche Revolving Exposures exceeding $150,000,000. The
proceeds of borrowings are to be used for general corporate purposes of the
Company and its subsidiaries, including repayment of amounts outstanding under
the Existing Credit Agreement, payment of indebtedness, financing of
acquisitions, payment of fees and expenses in connection with the credit
facilities established hereby, repurchases of equity securities of the Company
and working capital.

      The Lenders are willing to establish the credit facilities referred to in
the preceding paragraph upon the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

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

      "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the

<PAGE>
                                                                               2

next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate.

      "Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Lenders hereunder.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

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

      "Agents" means, collectively, the Administrative Agent and the London
Agent.

      "Agreement Currency" has the meaning assigned to such term in Section
11.13(b).

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

      "Applicable Agent" means (a) with respect to a Loan or Borrowing
denominated in US Dollars, or any Letter of Credit, and with respect to any
payment hereunder that does not relate to a particular Loan or Borrowing, the
Administrative Agent and (b) with respect to a Loan or Borrowing denominated in
Euros, the London Agent.

      "Applicable Rate" means, with respect to any Loan of any Type or the
facility fees payable hereunder, as the case may be:

      (a) For any day during the period commencing on the Effective Date and
ending on (and including) June 15, 2005, (i) with respect to a Eurocurrency
Loan, 50.0 basis points per annum, (ii) with respect to an ABR Loan, 0.0 basis
points per annum and (iii) with respect to facility fees, 12.5 basis points per
annum.

      (b) For any day after June 15, 2005, on which either or both of Moody's
and S&P shall not have a Rating in effect, the applicable rate per annum set
forth under the appropriate caption in the table below, based upon the Leverage
Ratio as of the most recent determination date:

<PAGE>
                                                                               3

<TABLE>
<CAPTION>
                                      FACILITY
                 LEVERAGE      FEE (BASIS POINTS PER  LIBOR SPREAD (BASIS POINTS  ABR SPREAD (BASIS POINTS
 CATEGORY         RATIO                ANNUM)                 PER ANNUM)                 PER ANNUM)
----------  -----------------  ---------------------  --------------------------  ------------------------
<S>         <C>                <C>                    <C>                         <C>
Category 1  < 1.00                       8.0                     29.5                       0.0
Category 2  > 1.00 and < 1.50           10.0                     40.0                       0.0
            -
Category 3  > 1.50 and < 2.00           12.5                     50.0                       0.0
            -
Category 4  > 2.00 and < 2.50           15.0                     60.0                       0.0
            -
Category 5  > 2.50                      17.5                     80.0                       0.0
            -
</TABLE>

The Leverage Ratio used on any date to determine the Applicable Rate shall be
that in effect at the end of the most recent fiscal quarter for which financial
statements shall have been delivered pursuant to Section 5.06(a) or (b);
provided that if any financial statements required to have been delivered under
Section 5.06(a) or (b) shall not at any time have been delivered, the Applicable
Rate shall, until such financial statements shall have been delivered, be
determined by reference to Category 5 in the Table above.

      (c) For any day after June 15, 2005, on which each of Moody's and S&P
shall have a Rating in effect, the applicable rate per annum set forth under the
appropriate caption in the table below, based upon the Ratings as of the most
recent determination date:

<TABLE>
<CAPTION>
                                     FACILITY
                 LEVERAGE      FEE (BASIS POINTS PER  LIBOR SPREAD (BASIS POINTS  ABR SPREAD (BASIS POINTS
 CATEGORY         RATIO               ANNUM)                  PER ANNUM)                 PER ANNUM)
----------  -----------------  ---------------------  --------------------------  ------------------------
<S>         <C>                <C>                    <C>                         <C>
Category 1  A3/A- or higher             8.0                     29.5                       0.0
Category 2  Baa1/BBB+                  10.0                     40.0                       0.0
Category 3  Baa2/BBB                   12.5                     50.0                       0.0
Category 4  Baa3/BBB-                  15.0                     60.0                       0.0
Category 5  Ba1/BB+ or lower           20.0                     80.0                       0.0
</TABLE>

In the event of split Ratings, the Applicable Rate will be based on the higher
Rating unless the Ratings differ by two or more categories, in which case the
Applicable Rate will be based upon the category one level above the category
corresponding to the lower Rating.

      "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is

<PAGE>
                                                                               4

required by Section 11.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

      "Attributable Debt" means, in connection with any Sale and Leaseback
Transaction, the present value (discounted in accordance with GAAP at the
discount rate implied in the lease) of the obligations of the lessee for rental
payments during the term of the lease.

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

      "Borrower" means the Company or a European Borrower.

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

      "Borrowing Minimum" means (a) in the case of a Borrowing denominated in US
Dollars, $5,000,000 and (b) in the case of a Borrowing denominated in Euros,
(euro)5,000,000.

      "Borrowing Multiple" means (a) in the case of a Borrowing denominated in
US Dollars, $1,000,000 and (b) in the case of a Borrowing denominated in Euros,
(euro)1,000,000.

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

      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
remain closed; provided, that (a) when used in connection with a Eurocurrency
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in the London interbank market, (b) when used in
connection with a Letter of Credit denominated in a Designated Foreign Currency,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in deposits in the applicable Designated Foreign Currency in the
principal financial center in the country of such Designated Foreign Currency
and (c) when used in connection with a Loan denominated in Euros, the term
"Business Day" shall also exclude any day on which the TARGET payment system is
not open for the settlement of payments in Euros.

      "Calculation Date" means the last Business Day of each calendar month.

      "CAM" shall mean the mechanism for the allocation and exchange of
interests in the Specified Obligations and collections thereunder established
under Article IX.

      "CAM Exchange" shall mean the exchange of the Lender's interests provided
for in Article IX.

<PAGE>
                                                                               5

      "CAM Exchange Date" shall mean the date on which any event referred to in
paragraph (g) of Article VII shall occur in respect of the Company.

      "CAM Percentage" shall mean, as to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate US Dollar Equivalent
(determined on the basis of Exchange Rates prevailing on the CAM Exchange Date)
of the Specified Obligations owed to such Lender immediately prior to the CAM
Exchange Date and (b) the denominator shall be the aggregate US Dollar
Equivalent (as so determined) of the Specified Obligations owed to all the
Lenders.

      "Change of Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) of shares
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Company; or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Company by Persons who were not (i) directors of the Company on the date hereof,
(ii) nominated by the board of directors of the Company or (iii) appointed by
directors so nominated.

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

      "Class", when used in reference to (a) any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Term Loans, US
Tranche Revolving Loans or European Tranche Revolving Loans and (b) any
Commitment, refers to whether such Commitment is a Term Loan Commitment, a US
Tranche Commitment or a European Tranche Commitment.

      "Commitment" means a Term Loan Commitment, a US Tranche Commitment or a
European Tranche Commitment.

      "Company" has the meaning assigned to such term in the heading of this
Agreement.

      "Confidential Information Memorandum" means the Confidential Information
Memorandum dated November, 2004 distributed to the Lenders, together with the
appendices thereto, as amended through the date hereof.

      "Consolidated Debt" means all Debt of the Company and the Subsidiaries,
determined on a consolidated basis.

<PAGE>
                                                                               6

      "Consolidated EBITDA" means, for any period, the consolidated net income
(loss) of the Company and the Subsidiaries for such period plus, to the extent
deducted in computing such consolidated net income for such period, the sum
(without duplication) of (a) Consolidated Interest Expense, (b) consolidated
income tax expense, (c) depreciation and amortization expense and (d)
extraordinary or non-recurring non-cash expenses or losses, minus, to the extent
added in computing such consolidated net income for such period, extraordinary
gains, all determined on a consolidated basis.

      "Consolidated Interest Expense" means, for any period, the interest
expense of the Company and the consolidated Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, but excluding
deferred financing fees.

      "Consolidated Net Tangible Assets" means the total amount of assets that
would be included on a consolidated balance sheet of the Company and the
consolidated Subsidiaries (and which shall reflect the deduction of applicable
reserves) after deducting therefrom all current liabilities of the Company and
the consolidated Subsidiaries and all Intangible Assets.

      "Consolidated Total Assets" means the total amount of assets that would be
included on a consolidated balance sheet of the Company and the consolidated
Subsidiaries.

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

      "Debt" means, with respect to any Person and without duplication, all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, all accrued or contingent obligations in respect
of letters of credit, all capitalized lease obligations, all indebtedness of
others secured by assets of the Company or a Subsidiary, all guarantees of Debt
of others (but excluding guarantees issued for customer advance payments) and
all obligations under Hedging Agreements.

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

      "Designated Foreign Currency" means Euros, British Pounds Sterling,
Japanese Yen or any other currency (other than US Dollars) approved in writing
by the Issuing Bank and the Administrative Agent.

      "Domestic Subsidiary" means any Subsidiary that is incorporated under the
laws of the United States or its territories or possessions.

      "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with
Section 11.02).

<PAGE>
                                                                               6

      "EMU Legislation" means the legislative measures of the European Union for
the introduction of, changeover to or operation of the Euro in one or more
member states.

      "Environmental Laws" means all federal, state, local and foreign laws,
rules and regulations relating to the release, emission, disposal, storage and
related handling of waste materials, pollutants and hazardous substances.

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

      "Euro" or "(euro)" means the single currency of the European Union as
constituted by the Treaty on European Union and as referred to in the EMU
Legislation.

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

      "European Borrowers" means Waters Technologies Ireland Ltd. and Waters
Chromatography Ireland Ltd., both companies organized under the laws of Ireland
(each a "European Borrower").

      "European Tranche Commitment" means, with respect to each European Tranche
Lender, the commitment of such European Tranche Lender to make European Tranche
Revolving Loans pursuant to Section 2.01(c), expressed as an amount representing
the maximum aggregate amount of such European Tranche Lender's European Tranche
Revolving Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.09, (b) increased pursuant to Section 2.10 and (c)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 11.04. The initial amount of each European Tranche
Lender's European Tranche Commitment is set forth on Schedule 2.01 or in the
Assignment and Acceptance pursuant to which such European Tranche Lender shall
have assumed its European Tranche Commitment, as applicable. The aggregate
amount of the European Tranche Commitments on the date hereof is $150,000,000.

      "European Tranche Lender" mean a Lender with a European Tranche Commitment
or European Tranche Revolving Loans.

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

      "European Tranche Revolving Borrowing" means a Borrowing comprised of
European Tranche Revolving Loans.

<PAGE>
                                                                               7

      "European Tranche Revolving Exposure" means, with respect to any European
Tranche Lender at any time, such Lender's European Tranche Percentage of the sum
of the US Dollar Equivalents of the principal amounts of the outstanding
European Tranche Revolving Loans.

      "European Tranche Revolving Loan" means a Loan made by a European Tranche
Lender pursuant to Section 2.01(c). Each European Tranche Revolving Loan made to
the Company shall be denominated in US Dollars and shall be a Eurocurrency Loan
or an ABR Loan, and each European Tranche Revolving Loan made to a European
Borrower shall be denominated in US Dollars or Euros and shall be a Eurocurrency
Loan.

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

      "Exchange Rate" means on any day, with respect to any Designated Foreign
Currency, the rate at which such Designated Foreign Currency may be exchanged
into US Dollars, as set forth at approximately 11:00 a.m., London time, on such
day on the Reuters World Currency Page for such Designated Foreign Currency. In
the event that such rate does not appear on any Reuters World Currency Page, the
Exchange Rate shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Company or, in the absence of such agreement, such
Exchange Rate shall instead be the arithmetic average of the spot rates of
exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such Designated Foreign Currency are then
being conducted, at or about 10:00 a.m., local time, on such date for the
purchase of US Dollars for delivery two Business Days later; provided that if at
the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Company, may use
any reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.

      "Excluded Taxes" means, with respect to any Lender or the Issuing Bank,
(a) income or franchise taxes imposed on (or measured by) its net income by the
United States of America (or any political subdivision thereof), or by the
jurisdiction under which such recipient is organized or in which its principal
office or any lending office from which it makes Loans or issues Letters of
Credit hereunder is located, (b) any branch profit taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction described
in clause (a) above, (c) any withholding tax that is imposed by the United
States of America (or any political subdivision thereof) on payments by the
Company from an office within such jurisdiction to the extent such tax is in
effect and would apply as of the date such Lender becomes a party to this
Agreement or relates to payments received by a new lending office designated by
such Lender and is in effect and would apply at the time such lending office is
designated, (d) in the case of a European Tranche Lender (other than a Lender
that becomes a European Tranche Lender by operation of the CAM), any withholding
tax that is imposed by Ireland (or any political subdivision thereof) on
payments by a European Borrower from an office within such jurisdiction to the
extent such tax is in effect and would apply as of the date such European
Tranche Lender becomes a party to this Agreement or

<PAGE>

                                                                               9

relates to payments received by a new lending office designated by such European
Tranche Lender and is in effect and would apply at the time such lending office
is designated or (e) any withholding tax that is attributable to such Lender's
failure to comply with Section 2.17(e), except, in the case of clause (c) or (d)
above, to the extent that (i) such Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the applicable Borrower with respect to such
withholding tax pursuant to Section 2.17(a) or (ii) such withholding tax shall
have resulted from the making of any payment to a location other than the office
designated by the Applicable Agent or such Lender for the receipt of payments of
the applicable type from the applicable Borrower.

      "Existing Credit Agreement" means the Credit Agreement dated as of
February 12, 2002, and amended and restated as of December 17, 2003, among the
Company, the lenders party thereto and Deutsche Bank Trust Company Americas.

      "Existing Issuing Bank" means Deutsche Bank Trust Company Americas, in its
capacity as issuing bank in respect of an Existing Letter of Credit.

      "Existing Letters of Credit" means the outstanding letters of credit set
forth on Schedule 2.05.

      "Exposure" means, with respect to any Lender, such Lender's Term Loan
Exposure, US Tranche Revolving Exposure and European Tranche Revolving Exposure.

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

      "Foreign Subsidiary" means any Subsidiary that is not incorporated under
the laws of the United States or its territories or possessions.

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

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

      "Guarantee Requirement" means, at any time, that the Subsidiary Guarantee
Agreement (or a supplement referred to in Section 16 thereof) shall have been
executed by each Subsidiary (other than any Foreign Subsidiary or a subsidiary
of a Foreign Subsidiary) existing at such time, shall have been delivered to the
Administrative

<PAGE>
                                                                              10

Agent and shall be in full force and effect; provided, however, that in the case
of a Subsidiary that becomes subject to the Guarantee Requirement after the
Effective Date, the Guarantee Requirement shall be satisfied with respect to
such Subsidiary if a supplement to the Subsidiary Guarantee Agreement is
executed by such Subsidiary, delivered to the Administrative Agent and is in
full force and effect no later than (i) fifteen days after the date on which
such Subsidiary becomes subject to the Guarantee Requirement or (ii) such other
date as the Administrative Agent may reasonably determine, but in any case no
later than thirty days after the date on which such Subsidiary becomes subject
to the Guarantee Requirement.

      "Hedging Agreement" means any interest rate protection agreement, foreign
currency exchange agreement or other interest or currency exchange rate hedging
arrangement. The "principal amount" of the obligations of any Person in respect
of any Hedging Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that such Person would be required to
pay if such Hedging Agreement were terminated at such time.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Initial Borrowing Date" means the date of the initial Borrowing
hereunder.

      "Intangible Assets" means all assets of the Company and the consolidated
Subsidiaries that would be treated as intangibles in conformity with GAAP on a
consolidated balance sheet of the Company and the consolidated Subsidiaries.

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

      "Interest Election Request" means a request by the relevant Borrower to
convert or continue a Borrowing in accordance with Section 2.08.

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

      "Interest Period" means, with respect to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter (or, if available from each applicable Lender, nine or twelve months
thereafter), as the relevant Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar

<PAGE>
                                                                              11

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

      "Issuing Bank" means JPMorgan Chase Bank, N.A., in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.05(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate. The term "Issuing
Bank" shall also mean the Existing Issuing Bank solely with respect to the
Existing Letters of Credit.

      "JPMCB" means JPMorgan Chase Bank, N.A. and its successors.

      "Judgment Currency" has the meaning assigned to such term in Section
11.13(b).

      "LC Disbursement" means a payment made by the Issuing Bank in respect of a
Letter of Credit.

      "LC Exposure" means at any time the sum of (a) the sum of US Dollar
Equivalents of undrawn amounts of all outstanding Letters of Credit at such time
and (b) the sum of US Dollar Equivalents of the amounts of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Company or the
applicable Subsidiary at such time. The LC Exposure of any US Tranche Lender at
any time shall be such Lender's US Tranche Percentage of the aggregate LC
Exposure.

      "Lenders" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance
or as provided in Section 2.10, other than any such Person that shall have
ceased to be a party hereto pursuant to an Assignment and Acceptance.

      "Letter of Credit" means an Existing Letter of Credit and any letter of
credit issued pursuant to this Agreement on behalf of Lenders holding US Tranche
Commitments.

      "Leverage Ratio" means, at any time, the ratio of (a) Consolidated Debt at
such time to (b) Consolidated EBITDA for the most recent period of four
consecutive fiscal quarters of the Company ended at or prior to such time;
provided, that in the event any Material Acquisition shall have been completed
during such period of four consecutive fiscal quarters, the Leverage Ratio shall
be computed giving pro forma effect to such Material Acquisition as if it had
been completed at the beginning of such period.

<PAGE>
                                                                              12

      "LIBO Rate" means, with respect to any Eurocurrency Borrowing for any
Interest Period, the rate per annum determined by the Applicable Agent at
approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period by reference to the British Bankers' Association Interest Settlement
Rates for deposits in the currency of such Borrowing (as reflected on the
applicable Telerate screen), for a period equal to such Interest Period;
provided that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, "LIBO Rate" shall mean the
interest rate per annum determined by the Applicable Agent to be the average of
the rates per annum at which deposits in the currency of such Borrowing are
offered for such Interest Period to major banks in the London interbank market
by JPMCB at approximately 11:00 a.m., London time, on the Quotation Day for such
Interest Period.

      "Lien" means, with respect to any asset, any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset.

      "Loan Documents" means this Agreement, the Subsidiary
Guarantee Agreement and each Letter of Credit and promissory note delivered
pursuant to this Agreement.

      "Loan Parties" means the Borrowers and the Subsidiary Guarantors.

      "Loans" means the loans made by the Lenders to the Borrowers pursuant to
this Agreement.

      "Local Time" means (a) with respect to a Loan or Borrowing denominated in
US Dollars or any Letter of Credit, New York City time and (b) with respect to a
Eurocurrency Loan or Eurocurrency Borrowing denominated in Euros, London time.

      "London Agent" means J.P. Morgan Europe Limited.

      "Margin Stock" has the meaning ascribed to such term in Regulation U
issued by the Board.

      "Material Acquisition" means (i) the acquisition by the Company or a
Subsidiary of assets of or an interest in another Person or (ii) the merger or
consolidation of the Company with another corporation, in each case if the
Consolidated Total Assets of the Company after giving effect to such
acquisition, merger or consolidation are at least 5% greater than the
Consolidated Total Assets of the Company immediately prior to such acquisition,
merger or consolidation.

      "Material Adverse Effect" means a (i) a material adverse effect on the
business, assets, operations or financial condition of the Company and the
Subsidiaries, taken as a whole or (ii) a material adverse effect on the validity
or enforceability of any of the Loan Documents.

      "Material Debt" means Consolidated Debt in an aggregate principal amount
of $20,000,000 or more.

<PAGE>
                                                                              13

      "Material Subsidiary" means each Subsidiary of the Company, other than
Subsidiaries designated by the Company from time to time that in the aggregate
do not account for more than 15% of the consolidated revenues of the Company and
its Subsidiaries for the period of four fiscal quarters most recently ended or
more than 15% of the consolidated assets of the Company and its Subsidiaries at
the end of such period.

      "Maturity Date" means December 15, 2009.

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

      "Obligations" means (a) the due and punctual payment of (i) the principal
of and premium, if any, and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans made to any Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment required to be made by any Borrower under this Agreement in respect of
any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash
collateral and (iii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Loan Parties under this
Agreement and the other Loan Documents, and (b) the due and punctual payment and
performance of all obligations of the Company or any Subsidiary, monetary or
otherwise, under each interest rate hedging Agreement relating to Obligations
referred to in the preceding clause (a) entered into with any counterparty that
was a Lender (or an Affiliate thereof) at the time such hedging agreement was
entered into.

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

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

      "Prime Rate" means the rate of interest per annum publicly announced from
time to time by JPMorgan Chase Bank as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective from
and including the date such change is publicly announced as being effective.

      "Quotation Day" means, with respect to any Eurocurrency Borrowing and any
Interest Period, the day on which it is market practice in the relevant
interbank market for prime banks to give quotations for deposits in the currency
of such Borrowing for delivery on the first day of such Interest Period. If such
quotations would normally be

<PAGE>
                                                                              14

given by prime banks on more than one day, the Quotation Day will be the last of
such days.

      "Ratings" means published debt ratings issued by each of Moody's and S&P
with respect to the Company's senior, unsecured, non-credit enhanced long-term
indebtedness for borrowed money (each a "Rating").

      "Register" has the meaning set forth in Section 11.04(c).

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

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

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

      "Reset Date" has the meaning set forth in Section 1.05(a).

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

      "Revolving Borrowing" means a Borrowing comprised of US Tranche Revolving
Loans or European Tranche Revolving Loans.

      "Revolving Commitments" means the European Tranche Commitments and the US
Tranche Commitments.

      "Revolving Credit Exposure" means a US Tranche Revolving Exposure or a
European Tranche Revolving Exposure.

      "Revolving Loan" means any US Tranche Revolving Loan or European Tranche
Revolving Loan.

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

      "Sale and Leaseback Transaction" means any arrangement whereby the Company
or a Subsidiary, directly or indirectly, shall sell or transfer any property,
real or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property which it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred.

<PAGE>
                                                                              15

      "Specified Obligations" means Obligations consisting of the principal of
and interest on outstanding Loans, reimbursement obligations in respect of LC
Disbursements, and fees.

      "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal to
which the Applicable Agent is subject, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board of
Governors of the Federal Reserve System of the United States of America). Such
reserve percentages include, but are not limited to, those imposed pursuant to
such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

      "subsidiary" means, with respect to any Person, any entity with respect to
which such Person alone owns, such Person or one or more of its subsidiaries
together own, or such Person and any Person Controlling such Person together
own, in each case directly or indirectly, capital stock or other equity
interests having ordinary voting power to elect a majority of the members of the
Board of Directors of such corporation or other entity or having a majority
interest in the capital or profits of such corporation or other entity.

      "Subsidiary" means any subsidiary of the Company.

      "Subsidiary Guarantee Agreement" means a Subsidiary Guarantee Agreement
substantially in the form of Exhibit B, and all supplements thereto made by the
Subsidiary Guarantors in favor of the Administrative Agent for the benefit of
the Lenders.

      "Subsidiary Guarantors" means each Person listed on Schedule 1.01 and each
other Person that becomes party to a Subsidiary Guarantee Agreement as a
Subsidiary Guarantor, and the permitted successors and assigns of each such
Person.

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

      "Swingline Lender" means JPMCB in its capacity as a lender of Swingline
Loans hereunder.

      "Swingline Loan" means a Loan made pursuant to Section 2.04.
<PAGE>

                                                                              16

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

      "Term Borrowing" means a Borrowing comprised of Term Loans.

      "Term Commitment" means, with respect to each Term Lender, the commitment
of such Term Lender to make Term Loans pursuant to Section 2.01(a), as such
commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 11.04. The initial amount of each Term Lender's Term
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Term Lender shall have assumed its Term Commitment, as
applicable. The aggregate amount of the Term Commitments on the date hereof is
$250,000,000.

      "Term Lender" means a Lender with a Term Commitment.

      "Term Loan" means a Loan made by a Term Lender pursuant to Section
2.01(a).

      "Term Loan Exposure" means, with respect to any Term Lender at any time,
the principal amount of such Lender's outstanding Term Loans.

      "Transactions" means the execution, delivery and performance by the Loan
Parties of the Loan Documents, the borrowing of Loans, the issuance of Letters
of Credit hereunder and the use of the proceeds of such Loans and such Letters
of Credit.

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

      "Unfunded Liabilities" means, in the case of a single employer pension
benefit plan which is covered by Title IV of ERISA, the amount, if any, by which
the present value of all vested benefits accrued to the date of determination
under such plan exceeds the fair market value of all assets of such plan
allocable to such benefits as of such date, and, in the case of a multiemployer
pension plan, the withdrawal liability of the Company and the Subsidiaries.

      "USA Patriot Act" means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

      "US Corporation" means a corporation organized and existing under the laws
of the United States, any state thereof or the District of Columbia.

      "US Dollar Equivalent" means, on any date of determination, (a) with
respect to any amount in US Dollars, such amount, and (b) with respect to any
amount in any Designated Foreign Currency, the equivalent in US Dollars of such
amount, determined by the Administrative Agent pursuant to Section 1.05 using
the Exchange

<PAGE>

                                                                              17

Rate with respect to such Designated Foreign Currency at the time in effect
under the provisions of such Section.

      "US Dollars" or "$" means the lawful money of the United States of
America.

      "US Tranche Commitment" means, with respect to each US Tranche Lender, the
commitment of such US Tranche Lender to make US Tranche Revolving Loans pursuant
to Section 2.01(b) and acquire participations in Swingline Loans and Letters of
Credit pursuant to Sections 2.04 and 2.05(e), respectively, expressed as an
amount representing the maximum aggregate amount of such US Tranche Lender's US
Tranche Revolving Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.09, (b) increased pursuant to Section 2.10
and (c) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 11.04. The initial amount of each US Tranche
Lender's US Tranche Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such US Tranche Lender shall have
assumed its US Tranche Commitment, as applicable. The aggregate amount of the US
Tranche Commitments on the date hereof is $300,000,000.

      "US Tranche Lender" mean a Lender with a US Tranche Commitment or US
Tranche Revolving Loans.

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

      "US Tranche Revolving Borrowing" means a Borrowing comprised of US Tranche
Revolving Loans.

      "US Tranche Revolving Exposure" means, with respect to any US Tranche
Lender at any time, the sum at such time, without duplication, of (a) such
Lender's US Tranche Percentage of the sum of the principal amounts of the
outstanding US Tranche Revolving Loans, (b) the aggregate amount of such
Lender's LC Exposure and (c) the aggregate amount of such Lender's Swingline
Exposure.

      "US Tranche Revolving Loan" means a Loan made by a US Tranche Lender
pursuant to Section 2.01(b). Each US Tranche Revolving Loan shall be a
Eurocurrency Loan or an ABR Loan.

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

<PAGE>

                                                                              18

   Type (e.g., a "US Tranche Eurocurrency Borrowing") or by Class and Type
   (e.g., a "Eurocurrency US Tranche Revolving Borrowing").

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

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

         Section 1.05. Exchange Rates. (a) Not later than 10:00 a.m., New York
   City time, on each Calculation Date, the Administrative Agent shall (i)
   determine the Exchange Rate as of such Calculation Date with respect to each
   Designated Foreign Currency and (ii) give written notice thereof to the
   Lenders and the Company. The Exchange Rates so determined shall become
   effective on the first Business Day immediately following the relevant
   Calculation Date (a "Reset Date"), shall remain effective until the next
   succeeding Reset Date, and shall for all purposes of this Agreement (other
   than Section 2.05(e), Section 11.13 or any other provision expressly
   requiring the use of a current Exchange Rate) be the Exchange Rates employed
   in converting any amounts between US Dollars and Designated Foreign
   Currencies.

<PAGE>

                                                                              19

      (b) Not later than 5:00 p.m., New York City time, on each Reset Date and
each date on which European Tranche Revolving Loans denominated in Euros are
made or Letters of Credit denominated in any Designated Foreign Currency are
issued, the Administrative Agent shall (i) determine (A) the aggregate amount of
the US Dollar Equivalents of the principal amounts of the European Tranche
Revolving Loans denominated in Euros (after giving effect to any European
Tranche Revolving Loans made or repaid on such date) and (B) the aggregate
amount of the US Dollar Equivalents of the stated amounts of the Letters of
Credit and unreimbursed LC Disbursements denominated in Designated Foreign
Currencies and (ii) notify the Lenders and the Company of the results of such
determination.

                                   ARTICLE II

                                   The Credits

      Section 2.01. Commitments. (a) Subject to the terms and conditions set
   forth herein, each Lender agrees to make a Term Loan to the Company on the
   Effective Date in a principal amount equal to its Term Commitment.

      (b) Subject to the terms and conditions set forth herein, each US Tranche
Lender agrees to make US Tranche Revolving Loans to the Company from time to
time during the Revolving Availability Period in US Dollars in an aggregate
principal amount at any time outstanding that will not result in (i) such
Lender's US Tranche Revolving Exposure exceeding its US Tranche Commitment or
(ii) the aggregate amount of the Lenders' US Tranche Revolving Exposures
exceeding the aggregate amount of the US Tranche Commitments.

      (c) Subject to the terms and conditions set forth herein, each European
Tranche Lender agrees to make European Tranche Revolving Loans from time to time
during the Revolving Availability Period to the European Borrowers in US Dollars
or Euros and to the Company in US Dollars in an aggregate principal amount at
any time outstanding that will not result in (i) such Lender's European Tranche
Revolving Exposure exceeding its European Tranche Commitment or (ii) the
aggregate amount of the Lenders' European Tranche Revolving Exposures exceeding
the aggregate amount of the European Tranche Commitments.

      Section 2.02. Loans and Borrowings. (a) Each Term Loan shall be made as
   part of a Borrowing consisting of Term Loans made by the Term Lenders ratably
   in accordance with their respective Term Commitments. Each US Tranche
   Revolving Loan shall be made as part of a Borrowing consisting of US Tranche
   Revolving Loans made by the US Tranche Lenders ratably in accordance with
   their respective US Tranche Commitments. Each European Tranche Revolving Loan
   shall be made as part of a Borrowing consisting of European Tranche Revolving
   Loans made by the European Tranche Lenders ratably in accordance with their
   respective European Tranche Commitments. The failure of any Lender to make
   any Loan required to be made by it shall not relieve any other Lender of its
   obligations

<PAGE>

                                                                              20

   hereunder; provided that the Commitments of the Lenders are several and no
   Lender shall be responsible for any other Lender's failure to make Loans as
   required hereunder.

      (b) Subject to Section 2.14, (i) each Term Borrowing shall be comprised
entirely of Eurocurrency Loans or ABR Loans as the Company may request in
accordance herewith; (ii) each US Tranche Revolving Borrowing shall be comprised
entirely of Eurocurrency Loans or ABR Loans as the Company may request in
accordance herewith; (iii) each European Tranche Revolving Borrowing shall be
comprised entirely of (A) in the case of a Borrowing made by the Company,
Eurocurrency Loans or ABR Loans as the Company may request in accordance
herewith and, (B) in the case of a Borrowing made by a European Borrower,
Eurocurrency Loans; and (iv) each Swingline Loan shall be comprised entirely of
ABR Loans. Each Lender at its option may make any Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan (and in the case
of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall
apply to such Affiliate to the same extent as to such Lender); provided that any
exercise of such option shall not affect the obligation of the applicable
Borrower to repay such Loan in accordance with the terms of this Agreement.

      (c) At the commencement of each Interest Period for any Borrowing (other
than a Swingline Loan), such Borrowing shall be in an aggregate amount that is
at least equal to the Borrowing Minimum and an integral multiple of the
Borrowing Multiple; provided that (i) an ABR Revolving Borrowing may be made in
an aggregate amount that is equal to the aggregate available US Tranche
Commitments or European Tranche Commitments, as the case may be and (ii) a
Revolving Borrowing made to refinance an existing Swingline Loan may be made in
an aggregate principal amount that is equal to the aggregate principal amount of
such existing Swingline Loan. Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more
than a total of (i) eight US Tranche Eurocurrency Revolving Borrowings
outstanding or (ii) four European Tranche Eurocurrency Revolving Borrowings
outstanding.

      (d) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the
Maturity Date.

      Section 2.03. Notice of Borrowings. To request a Borrowing (other than a
   Swingline Loan), the applicable Borrower, or the Company on behalf of the
   applicable Borrower, shall notify the Applicable Agent of such request by
   telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00
   noon, Local Time, three Business Days before the date of the proposed
   Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon,
   Local Time, one Business Day before the date of the proposed Borrowing;
   provided that any such notice of an ABR Revolving Borrowing to finance the
   reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be
   given not later than 12:00 noon, Local Time, on the date of the proposed
   Borrowing. Each such telephonic Borrowing Request

<PAGE>

                                                                              21

   shall be irrevocable and shall be confirmed promptly by hand delivery or
   telecopy to the Applicable Agent of a written Borrowing Request in a form
   approved by the Applicable Agent and signed by the applicable Borrower, or by
   the Company on behalf of the applicable Borrower. Each such telephonic and
   written Borrowing Request shall specify the following information in
   compliance with Section 2.02:

            (i) the Borrower requesting such Borrowing (or on whose behalf the
      Company is requesting such Borrowing);

            (ii) whether the requested Borrowing is to be a Term Borrowing, US
      Tranche Revolving Borrowing or a European Tranche Revolving Borrowing;

            (iii) the currency and aggregate principal amount of the requested
      Borrowing;

            (iv) the date of the requested Borrowing, which shall be a Business
      Day;

            (v) the Type of the requested Borrowing;

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

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

If no currency is specified with respect to any requested Eurocurrency Revolving
Borrowing, then the relevant Borrower shall be deemed to have selected US
Dollars. If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be (i) in the case of a Borrowing by the Company, an
ABR Borrowing and (ii) in the case of a Borrowing by a European Borrower, a
Eurocurrency Borrowing. If no Interest Period is specified with respect to any
requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Applicable
Agent shall advise each Lender that will make a Loan as part of the requested
Borrowing of the details thereof and of the amount of the Loan to be made by
such Lender as part of the requested Borrowing.

            Section 2.04. Swingline Loans. (a) Subject to the terms and
      conditions set forth herein, the Swingline Lender agrees to make Swingline
      Loans to the Company from time to time during the Revolving Availability
      Period in an aggregate principal amount at any time outstanding that will
      not exceed the lesser of (i) $25,000,000 and (ii) the difference between
      (A) total US Tranche Commitments and (B) the sum of (x) the aggregate
      principal amount of US Tranche Revolving Loans outstanding at such time
      and (y) the LC Exposure at such time; provided that no Swingline Loan
      shall be made to refinance an outstanding Swingline Loan. Within the

<PAGE>

                                                                              22

   foregoing limits and subject to the terms and conditions set forth herein,
   the Company may borrow, prepay and reborrow Swingline Loans.

      (b) To request a Swingline Loan, the Company shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 1:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount (which shall be no less than
$1,000,000) of the requested Swingline Loan and the location and number of the
Company's account to which funds are to be disbursed, which account shall comply
with the requirements of Section 2.06. The Administrative Agent will promptly
advise the Swingline Lender of any such notice received from the Company. The
Swingline Lender shall make each Swingline Loan available to the Company by
means of a credit or wire transfer to the account specified in writing by the
Company in such notice (or, in the case of a Swingline Loan made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e), by
remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the
requested date of such Swingline Loan.

      (c) The Swingline Lender may by written notice given to the Administrative
Agent not later than 12:00 noon, New York City time, on any Business Day require
the US Tranche Lenders to acquire participations on such Business Day in all or
a portion of the outstanding Swingline Loans. Such notice shall specify the
aggregate amount of Swingline Loans in which US Tranche Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each US Tranche Lender, specifying in such notice such
Lender's US Tranche Percentage of such Swingline Loan or Swingline Loans. Each
US Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender's US Tranche Percentage of such Swingline Loan
or Swingline Loans. Each US Tranche Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the US Tranche Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each US Tranche Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.06 with respect to Loans made by such Lender (and Section
2.06 shall apply, mutatis mutandis, to the payment obligations of the US Tranche
Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the US Tranche Lenders. The
Administrative Agent shall promptly notify the Company in writing of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent, for the account of the US Tranche Lenders, and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Company
(or other party on behalf of the Company) in respect of a Swingline Loan after
receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts
received by the Administrative Agent shall be

<PAGE>

                                                                              23

promptly remitted by the Administrative Agent to the US Tranche Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve the Company of any
default in the payment thereof provided, that a US Tranche Lender shall not be
required to purchase a participation in a Swingline Loan pursuant to this
Section 2.04(c) if (x) a Default shall have occurred and was continuing at the
time such Swingline Loan was made and (y) such US Tranche Lender shall have
notified the Swingline Lender in writing, not less than one Business Day before
such Swingline Loan was made, that such Default has occurred and that such US
Tranche Lender will not refund or participate in any Swingline Loans made while
such Default exists.

      Section 2.05. Letters of Credit. (a) General. Subject to the terms and
   conditions set forth herein, the Company may request the issuance (or the
   amendment, renewal or extension) of Letters of Credit denominated in US
   Dollars or any Designated Foreign Currency, in any case in a form reasonably
   acceptable to the Administrative Agent and the Issuing Bank, at any time and
   from time to time during the Revolving Availability Period. In the event of
   any inconsistency between this Agreement and any form of letter of credit
   application or other agreement submitted by the Company or any other Borrower
   to, or entered into by the Company or any other Borrower with, the Issuing
   Bank relating to any Letter of Credit, the terms and conditions of this
   Agreement shall control. The Existing Letters of Credit will, for all
   purposes of this Agreement, be deemed to have been issued hereunder on the
   Effective Date and will, for all purposes of this Agreement, constitute
   Letters of Credit. On the Effective Date, (i) any fronting fees provided for
   in the agreements under which the Existing Letters of Credit were issued
   shall cease to accrue and shall be replaced by the fronting fee provided for
   in Section 2.12(b) (it being understood that any other fees referred to in
   Section 2.12(b) that shall have been agreed upon by the Company and the
   Existing Issuing Bank shall continue to apply, but that no new issuance fee
   will be charged in connection with the deemed issuance of any Existing Letter
   of Credit on the Effective Date).

      (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.
To request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Company shall hand deliver or
telecopy (or transmit by electronic communication, if arrangements for doing so
have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
the date of issuance, amendment, renewal or extension (which shall be a Business
Day), the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section), the currency and amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to enable the Issuing Bank to prepare, amend,
renew or extend such Letter of Credit. If requested by the Issuing Bank, the
Company also shall submit a letter of credit application on the Issuing Bank's
standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued,

<PAGE>

                                                                              24

amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Company shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension, (i) the LC Exposure will not exceed $50,000,000 and (ii) the
aggregate US Tranche Revolving Exposures will not exceed the aggregate US
Tranche Commitments. Notwithstanding anything to the contrary contained herein,
no Existing Letter of Credit may be amended, renewed or extended.

      (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that is
five Business Days prior to the Maturity Date provided, that any Letter of
Credit with a one-year tenor may provide for renewal thereof under procedures
satisfactory to the Issuing Bank for additional one-year periods (which shall in
no event extend beyond the date referred to in clause (ii) above).

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

      (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Company shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement,
not later than 1:00 p.m., New York City time, on the date that such LC
Disbursement is made, if the Company shall have received notice of such LC
Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Company prior to such time on such date,
then not later than 1:00 p.m., New York City time, on (A) the Business Day that
the Company receives such notice, if such notice is received prior to 11:00
a.m., New York City time, on the day of receipt, or (B) the Business Day
immediately following the day that the Company receives such notice, if such
notice is not received prior to such time on the day of receipt. If the Company
fails to make such payment when due then, upon notice from the applicable
Issuing Bank to

<PAGE>

                                                                              25

the Company and the Administrative Agent, (i) if the applicable Letter of Credit
is denominated in a Designated Foreign Currency, the Company's obligation to
reimburse such LC Disbursement shall be converted into an obligation in US
Dollars in such amount as the Administrative Agent shall determine would be
required, based on current exchange rates, to enable it to purchase an amount of
such Designated Foreign Currency equal to the amount of such LC Disbursement,
and (ii) the Administrative Agent shall notify each US Tranche Lender of the
applicable LC Disbursement, the payment then due from the Company in respect
thereof and such Lender's US Tranche Percentage, thereof. Promptly following
receipt of such notice, each US Tranche Lender shall pay to the Administrative
Agent in US Dollars its US Tranche Percentage of the payment then due from the
Company in the same manner as provided in Section 2.06 with respect to Loans
made by such US Tranche Lender (and Section 2.06 shall apply, mutatis mutandis,
to the payment obligations of the US Tranche Lenders), and the Administrative
Agent shall promptly pay to the applicable Issuing Bank the amounts so received
by it from the US Tranche Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Company pursuant to this paragraph,
the Administrative Agent shall distribute such payment to the Issuing Bank or,
to the extent that US Tranche Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such US Tranche Lenders and the
Issuing Bank as their interests may appear. Any payment made by a US Tranche
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement shall not constitute a Loan and shall not relieve the Company of
its obligation to reimburse such LC Disbursement.

      (f) Obligations Absolute. The Company's obligations to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement or any other Loan Document, or any term or provision
herein or therein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by
the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit, or
(iv) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this Section, constitute
a legal or equitable discharge of, or provide a right of set-off against, the
Company's obligations hereunder. None of the Administrative Agent, the US
Tranche Lenders or the Issuing Bank, or any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Company to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the

<PAGE>

                                                                              26

Company to the extent permitted by applicable law) suffered by the Company that
are caused by the Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

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

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

      (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at
any time by written agreement among the Company, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing Bank. At the
time any such replacement shall become effective, the Company shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the

<PAGE>

                                                                              27

replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

      (j) Cash Collateralization. If the US Tranche Commitments shall be
terminated, then on the Business Day that the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, US Tranche Lenders with LC Exposures representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Company shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the US Tranche Lenders, an amount in cash equal to the LC Exposure as
of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand
presentment, protest or other notice of any kind, all of which are expressly
waived by the Borrowers, upon the occurrence of any Event of Default with
respect to the Company described in clause (g) of Article VII. Such deposit
shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Company under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Company's risk
and expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Company for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of US Tranche Lenders with LC
Exposures representing greater than 50% of the total LC Exposure) be applied to
satisfy other obligations of the Company under this Agreement. If the Company is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to it within three Business Days after all Events
of Default have been cured or waived.

      Section 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan
   (other than a Swingline Loan) to be made by it hereunder on the proposed date
   thereof by wire transfer of immediately available funds in the applicable
   currency by 11:00 a.m., Local Time, to the account of the Applicable Agent
   most recently designated by it for such purpose for Loans of such Class and
   currency by notice to the applicable Lenders. The Applicable Agent will make
   such Loans available to the relevant Borrower by promptly crediting the
   amounts so received, in like funds, to an account of such Borrower (i) in New
   York City or Boston, in the case of Loans denominated in US Dollars and (ii)
   in London, in the case of Loans denominated in Euros; provided that US
   Tranche Revolving Loans made to finance the reimbursement

<PAGE>

                                                                              28

   of an LC Disbursement shall be remitted by the Administrative Agent to the
   Issuing Bank.

      (b) Unless the Applicable Agent shall have received notice from a Lender
prior to the proposed date of any Borrowing that such Lender will not make
available to the Applicable Agent such Lender's share of such Borrowing, the
Applicable Agent may assume that such Lender has made such share available on
such date in accordance with paragraph (a) of this Section and may, in reliance
upon such assumption, make available to the relevant Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Applicable Agent, then the applicable
Lender and such Borrower severally agree to pay to the Applicable Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to such Borrower
to but excluding the date of payment to the Applicable Agent, at (i) in the case
of such Lender, the rate reasonably determined by the Applicable Agent to be the
cost to it of funding such amount or (ii) in the case of such Borrower, the
interest rate applicable to the subject Loan. If such Lender pays such amount to
the Applicable Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing and the Applicable Agent shall return to such
Borrower any amount (including interest) paid by such Borrower to the Applicable
Agent pursuant to this paragraph.

      Section 2.07. Repayment of Borrowings; Evidence of Debt. (a) Each Borrower
   hereby unconditionally promises to pay to the Applicable Agent for the
   accounts of the applicable Lenders (i) the then unpaid principal amount of
   each Revolving Borrowing and Term Loan of such Borrower on the Maturity Date
   and (ii) the then unpaid amount of each Swingline Loan on the earlier of the
   Maturity Date and the twenty-first Business Day after such Swingline Loan is
   made.

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

      (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class, Type and currency
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
any Agent hereunder for the accounts of the Lenders and each Lender's share
thereof. The London Agent shall furnish to the Administrative Agent, promptly
after the making of any Loan or Borrowing with respect to which it is the
Applicable Agent or the receipt of any payment of principal or interest with
respect to any such Loan or Borrowing, information with respect thereto that
will enable the Administrative Agent to maintain the accounts referred to in the
preceding sentence. The Administrative Agent shall notify the London Agent
promptly after the making of any Loan or Borrowing with respect to which it is
the Applicable Agent or the receipt of payment of any principal with respect to
any such Loan or Borrowing.

<PAGE>

                                                                              29

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

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

      Section 2.08. Interest Elections. (a) Each Borrowing initially shall be of
   the Type specified in the applicable Borrowing Request and, in the case of a
   Eurocurrency Borrowing, shall have an initial Interest Period as specified in
   such Borrowing Request. Thereafter, the relevant Borrower may elect to
   convert such Borrowing to a different Type or to continue such Borrowing and,
   in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor,
   all as provided in this Section and on terms consistent with the other
   provisions of this Agreement. A Borrower may elect different options with
   respect to different portions of an affected Borrowing, in which case each
   such portion shall be allocated ratably among the Lenders holding the Loans
   comprising such Borrowing, and the Loans comprising each such portion shall
   be considered a separate Revolving Borrowing. This Section shall not apply to
   Swingline Loans, which may not be converted or continued pursuant to this
   Section 2.08.

      (b) To make an election pursuant to this Section, a Borrower, or the
Company on its behalf, shall notify the Applicable Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if such Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Applicable Agent of a
written Interest Election Request in a form approved by the Administrative Agent
and signed by the relevant Borrower, or by the Company on its behalf.
Notwithstanding any contrary provision herein, this Section shall not be
construed to permit any Borrower to (i) change the currency of any Borrowing,
(ii) elect an Interest Period for Eurocurrency Loans that does not comply with
Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not
available under the Class of Commitments pursuant to which such Borrowing was
made.

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

<PAGE>

                                                                              30

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

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

            (iii) the Type of the resulting Borrowing; and

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

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

            (d) Promptly following receipt of an Interest Election Request, the
Applicable Agent shall advise each Lender holding a Loan to which such request
relates of the details thereof and of such Lender's portion of each resulting
Borrowing.

            (e) If the relevant Borrower fails to deliver a timely Interest
Election Request with respect to a Eurocurrency Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall (i) in
the case of a Borrowing denominated in US Dollars, be converted to an ABR
Borrowing and (ii) in the case of any other Eurocurrency Borrowing, become due
and payable on the last day of such Interest Period.

            Section 2.09. Termination and Reduction of Commitments. (a) The Term
      Loan Commitment shall terminate upon the earlier of the borrowing of the
      Term Loans and 5:00 p.m., New York City time, on the Effective Date.
      Unless previously terminated, the US Tranche Commitments and European
      Tranche Commitments shall terminate on the Maturity Date; provided that
      all Commitments shall terminate at 5:00 p.m., New York City time, on
      December 30, 2004, if the Effective Date shall not have occurred prior to
      such time.

            (b) The Company may at any time terminate, or from time to time
reduce, without premium or penalty, the Commitments of any Class; provided that
(i) each reduction of the Commitments of any Class shall be in an amount that is
an integral multiple of the Borrowing Multiple and not less than the Borrowing
Minimum, (ii) the Company shall not terminate or reduce the US Tranche
Commitments if, after giving effect to any concurrent prepayment of the US
Tranche Revolving Loans in accordance with Section 2.11, the aggregate US
Tranche Revolving Exposures would exceed the aggregate US Tranche Commitments
and (iii) the Company shall not terminate or reduce the European Tranche
Commitments if, after giving effect to any concurrent prepayment of the European
Tranche Revolving Loans in accordance with Section 2.11, the aggregate

<PAGE>

                                                                              31

European Tranche Revolving Exposures would exceed the aggregate European Tranche
Commitments.

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

      Section 2.10. Increase in Commitments. (a) The Company may on a single
   occasion, by written notice to the Administrative Agent (which shall promptly
   deliver a copy to each of the Lenders), request that the total US Tranche
   Commitments or European Tranche Commitments be increased by an amount not
   less than $25,000,000 (with simultaneous increases in the US Tranche
   Commitments and the European Tranche Commitments being deemed to be a single
   increase); provided that the aggregate amount of the increases in the US
   Tranche Commitments and the European Tranche Commitments shall not exceed
   $100,000,000. Such notice shall set forth the amount of the requested
   increase in the total US Tranche Commitments or European Tranche Commitments,
   as the case may be, and the date on which such increase is requested to
   become effective (which shall be not less than 30 days or more than 60 days
   after the date of such notice), and shall offer each Lender the opportunity
   to increase its Commitment by its US Tranche Percentage or European Tranche
   Percentage, as the case may be, of the proposed increased amount. Each
   applicable Lender shall, by notice to the Company and the Administrative
   Agent given not more than 10 Business Days after the date of the Company's
   notice, either agree to increase its applicable Commitment by all or a
   portion of the offered amount (each Lender so agreeing being an "Increasing
   Lender") or decline to increase its applicable Commitment (and any Lender
   that does not deliver such a notice within such period of 10 Business Days
   shall be deemed to have declined to increase its Commitment) (each Lender so
   declining or deemed to have declined being a "Non-Increasing Lender"). In the
   event that, on the 10th Business Day after the Company shall have delivered a
   notice pursuant to the first sentence of this paragraph, the Lenders shall
   have agreed pursuant to the preceding sentence to increase their Commitments
   by an aggregate amount less than the increase in the total Commitments
   requested by the Company, the Company may arrange for one or more banks or
   other financial institutions (any such bank or other financial institution
   being called an "Augmenting Lender"), which may include any Lender, to extend
   US Tranche Commitments or European Tranche Commitments, as the case may be,
   or increase their existing US Tranche Commitments

<PAGE>

                                                                              32

   or European Tranche Commitments, as the case may be, in an aggregate amount
   equal to the unsubscribed amount; provided that each Augmenting Lender, if
   not already a Lender hereunder, shall be subject to the approval of the
   Administrative Agent, the Issuing Bank and the Swingline Lender (which
   approval shall not be unreasonably withheld) and the Borrowers and each
   Augmenting Lender shall execute all such documentation as the Administrative
   Agent shall reasonably specify to evidence the Commitment of such Augmenting
   Lender and/or its status as a Lender hereunder. Any increase in the total US
   Tranche Commitments or European Tranche Commitments, as the case may be, may
   be made in an amount which is less than the increase requested by the Company
   if the Company is unable to arrange for, or chooses not to arrange for,
   Augmenting Lenders.

      (b) On the effective date (the "Increase Effective Date") of any increase
in the total US Tranche Commitments or European Tranche Commitments pursuant to
this Section (the "Commitment Increase"), (i) the aggregate principal amount of
the US Tranche Revolving Loans or European Tranche Revolving Loans, as the case
may be, outstanding (the "Initial Loans") immediately prior to giving effect to
the Commitment Increase on the Increase Effective Date shall be deemed to be
paid, (ii) each Increasing Lender and each Augmenting Lender that shall have
been a US Tranche Lender or European Tranche Lender, as the case may be, prior
to the Commitment Increase shall pay to the Administrative Agent or, if
designated by the Administrative Agent for such purpose, the European Agent in
same day funds an amount equal to the difference between (A) the product of (1)
such Lender's US Tranche Percentage or European Tranche Percentage, as the case
may be (calculated after giving effect to the Commitment Increase), multiplied
by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B)
the product of (1) such Lender's US Tranche Percentage or European Tranche
Percentage, as the case may be (calculated without giving effect to the
Commitment Increase), multiplied by (2) the amount of the Initial Loans, (iii)
each Augmenting Lender that shall not have been a Lender prior to the Commitment
Increase shall pay to the Administrative Agent or, if designated by the
Administrative Agent for such purpose, the European Agent in same day funds an
amount equal to the product of (1) such Augmenting Lender's US Tranche
Percentage or European Tranche Percentage (calculated after giving effect to the
Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings,
and (iv) after the Administrative Agent or European Agent receives the funds
specified in clauses (ii) and (iii) above, the Administrative Agent or European
Agent shall pay to each Non-Increasing Lender the portion of such funds that is
equal to the excess of (A) the product of (1) such Non-Increasing Lender's US
Tranche Percentage or European Tranche Percentage (calculated without giving
effect to the Commitment Increase) multiplied by (2) the amount of the Initial
Loans, over (B) the product of (1) such Non-Increasing Lender's US Tranche
Percentage or European Tranche Percentage (calculated after giving effect to the
Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings,
(v) after the effectiveness of the Commitment Increase, the applicable Borrowers
shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an
aggregate principal amount equal to the aggregate principal amount of the
Initial Loans and of the types and for the Interest Periods specified in a
Borrowing Request delivered to the Administrative Agent in accordance with
Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender

<PAGE>

                                                                              33

and each Augmenting Lender shall be deemed to hold its US Tranche Percentage or
European Tranche Percentage, as the case may be, of each Subsequent Borrowing
(each calculated after giving effect to the Commitment Increase) and (vii) the
applicable Borrowers shall pay each Increasing Lender and each Non-Increasing
Lender any and all accrued but unpaid interest on the Initial Loans. The deemed
payments made pursuant to clause (i) above in respect of each Eurocurrency Loan
shall be subject to indemnification by the Borrowers pursuant to the provisions
of Section 2.16 if the Increase Effective Date occurs other than on the last day
of the Interest Period relating thereto and breakage costs result. In the case
of an increase in the European Tranche Commitments at a time when Loans
denominated in both Euro and US Dollars shall be outstanding, the amounts
payable by the Increasing Lenders and any Requesting Lenders pursuant to this
paragraph shall be paid in Euro and US Dollars in proportion to the principal
amounts of the Euro and US Dollar denominated European Tranche Revolving Loans
outstanding on the Increase Effective Date.

      (c) Increases and new Commitments pursuant to this Section shall become
effective on the date specified in the notice delivered by the Company pursuant
to the first sentence of paragraph (a) above.

      (d) Notwithstanding the foregoing, no increase in the Commitments of any
Class (or in any Commitment of any Lender) or addition of an Augmenting Lender
shall become effective under this Section unless, (i) on the date of such
increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02
shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by the chief financial
officer of the Company, and (ii) the Administrative Agent shall have received
(with sufficient copies for each of the Lenders) documents consistent with those
delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to
the corporate power and authority of the applicable Borrowers to borrow
hereunder after giving effect to such increase.

      Section 2.11. Prepayment of Loans. (a) Any Borrower shall have the right
   at any time and from time to time to prepay any Borrowing of such Borrower in
   whole or in part, subject to prior notice in accordance with paragraph (d) of
   this Section.

      (b) If the aggregate Exposures of any Class shall exceed the aggregate
Commitments of such Class, then (i) on the last day of any Interest Period for
any Eurocurrency Revolving Borrowing and (ii) on any other date in the event ABR
Revolving Borrowings of such Class shall be outstanding, the applicable
Borrowers shall prepay Revolving Loans of such Class in an amount equal to the
lesser of (A) the amount necessary to eliminate such excess (after giving effect
to any other prepayment of Loans on such day) and (B) the amount of the
applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on
any Reset Date, the aggregate amount of the Exposures of any Class shall exceed
105% of the aggregate Commitments of such Class, then the applicable Borrowers
shall, not later than the next Business Day, prepay one or more Borrowings of
such Class in an aggregate principal amount sufficient to eliminate such excess.

<PAGE>

                                                                              34

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

      (d) The applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Applicable Agent by telephone (confirmed by telecopy)
of any prepayment of a Borrowing hereunder not later than 11:00 a.m., Local
Time, three Business Days before the date of such prepayment (to the extent
practicable, in the case of a prepayment under paragraph (b) above). Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.09(c), then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.09(c). Promptly following receipt of any such notice,
the Applicable Agent shall advise the applicable Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by (i) accrued interest to the extent required by Section 2.13 and
(ii) break funding payments pursuant to Section 2.16.

      Section 2.12. Fees. (a) The Company agrees to pay to the Administrative
Agent for the account of each Lender a facility fee, which shall accrue (i) with
respect to US Tranche Lenders and European Tranche Lenders, at the Applicable
Rate with respect to the facility fee (A) on the daily amount of the US Tranche
Commitment and the European Tranche Commitment of such Lender (whether used or
unused) during the period from and including the date hereof to but excluding
the date on which the last of such Commitments terminates and (B) after the
Commitment of each Class terminates, on the daily amount of such Lender's
Exposure of such Class to but excluding the date on which such Lender ceases to
have any such Exposure and (ii) with respect to Term Lenders, at the Applicable
Rate with respect to the facility fee on the daily amount of such Lender's Term
Loan Exposure to but excluding the date on which such Lender ceases to have any
Term Loan Exposure. Accrued facility fees shall be payable in arrears on the
last day of March, June, September and December of each year, commencing on the
first such date to occur after the date hereof, and on the date on which all the
Commitments shall have terminated and the Lenders shall have no further
Exposures. All facility fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

      (b) The Company agrees to pay (i) to the Administrative Agent for the
account of each US Tranche Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate
used to determine the interest rate applicable to US Tranche Eurocurrency
Revolving Loans on the daily amount of such US Tranche Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the date hereof to

<PAGE>

                                                                              35

but excluding the later of the date on which such US Tranche Lender's US Tranche
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate of 0.25% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the date hereof to but excluding the later
of the date of termination of the US Tranche Commitments and the date on which
there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees
with respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued under this paragraph through and including the last day of March,
June, September and December of each year shall be payable on such last day,
commencing on the first such date to occur after the date hereof; provided that
all such fees shall be payable on the date on which the US Tranche Commitments
terminate and any such fees accruing after the date on which the US Tranche
Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting fees payable under this paragraph
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

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

      (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
facility fees, to the Lenders. Fees paid hereunder shall not be refundable.

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

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

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

      (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to
<PAGE>

                                                                              36

paragraph (c) above shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Revolving Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

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

      Section 2.14. Alternate Rate of Interest. If prior to the commencement of
   any Interest Period for a Eurocurrency Borrowing denominated in any currency:

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

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

then the Applicable Agent shall give notice thereof to the applicable Borrower
and the applicable Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Applicable Agent notifies the applicable Borrower and
the applicable Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of
any Revolving Borrowing denominated in such currency to, or continuation of any
Revolving Borrowing denominated in such currency as, a Eurocurrency Borrowing
shall be ineffective, and any Eurocurrency Borrowing denominated in such
currency that is requested to be continued shall be repaid on the last day of
the then current Interest Period applicable thereto, and (ii) any Borrowing
Request for a Eurocurrency Revolving Borrowing denominated in such currency
shall be ineffective.

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

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

<PAGE>

                                                                              37

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

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

      (b) If any Lender or the Issuing Bank reasonably determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or Issuing Bank's capital or on the
capital of such Lender's or Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then from time to time the Company will pay
or cause the European Borrowers to pay to such Lender or the Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding
company for any such reduction suffered.

      (c) A certificate of a Lender or the Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section, and setting forth in reasonable detail
the calculations used by such Lender or the Issuing Bank to determine such
amount, shall be delivered to the Company and shall be conclusive absent
manifest error. The Company shall pay or cause the other Borrowers to pay to
such Lender or the Issuing Bank, as the case may be, the amount shown as due on
any such certificate within 15 Business Days after receipt thereof. Any
additional interest owed pursuant to paragraph (b) above shall be determined by
the relevant Lender, which determination shall be conclusive absent manifest
error, and notified to the relevant Borrower (with copies to the Administrative
Agent and the London Agent) at least five Business Days before each date on
which interest is payable for the relevant Loan, and such additional interest so
notified to the relevant Borrower by such Lender shall be payable to the London
Agent for the account of such Lender on each date on which interest is payable
for such Loan.

      (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such

<PAGE>

                                                                              38

Lender's or the Issuing Bank's right to demand such compensation; provided that
the Company shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the applicable Borrower of the Change in Law giving rise
to such increased costs or reductions; provided further that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

      Section 2.16. Break Funding Payments. In the event of (a) the payment (or
deemed payment pursuant to Section 2.10) of any principal of any Eurocurrency
Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any
Eurocurrency Loan to a Loan of a different Type or Interest Period other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(d) and is revoked in accordance therewith), or (d) the
assignment or deemed assignment of any Eurocurrency Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
Company pursuant to Section 2.19 or the CAM Exchange, then, in any such event,
the applicable Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurocurrency Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest that would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest that would accrue on such principal
amount for such period at the interest rate such Lender would bid were it to
bid, at the commencement of such period, for deposits in the applicable currency
of a comparable amount and period from other banks in the London interbank
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section, and setting forth
in reasonable detail the calculations used by such Lender to determine such
amount or amounts, shall be delivered to the applicable Borrower and shall be
conclusive absent manifest error. The applicable Borrower shall pay such Lender
the amount shown as due on any such certificate within 15 Business Days after
receipt thereof.

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

<PAGE>

                                                                              39

deductions and (iii) such Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

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

      (c) Each Borrower shall indemnify the Administrative Agent, the London
Agent, each Lender and the Issuing Bank, within 15 Business Days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by such Agent or Lender or the Issuing Bank, as the case may be, on or with
respect to any payment by or on account of any obligation of such Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability setting
forth in reasonable detail the circumstances giving rise thereto and the
calculations used by such Lender to determine the amount thereof delivered to
the Company by a Lender or the Issuing Bank, or by an Agent, on its own behalf
or on behalf of a Lender or the Issuing Bank, shall be conclusive absent
manifest error.

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

      (e) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which a Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Company (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Company as will permit such payments to be made
without withholding or at a reduced rate (including, in the case of a European
Tranche Lender, the certificate attached hereto as Exhibit C); provided that
such Lender has received written notice from the Company advising it of the
availability of such exemption or reduction and containing all applicable
documentation. Each Lender shall promptly notify the Company at any time it
determines that it is no longer in a position to provide any such previously
delivered documentation to the Company.

      Section 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.
(a) Each Borrower shall make each payment required to be made by it hereunder or
under any other Loan Document (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to 12:00 noon, Local Time, on the date when
due, in

<PAGE>

                                                                              40

   immediately available funds, without set-off or counterclaim. Any amounts
   received after such time on any date may, in the discretion of the Applicable
   Agent, be deemed to have been received on the next succeeding Business Day
   for purposes of calculating interest thereon. All such payments shall be made
   to the Applicable Agent to the applicable account specified in Schedule 2.18
   or, in any such case, to such other account as the Applicable Agent shall
   from time to time specify in a notice delivered to the Company; provided that
   payments to be made directly to the Issuing Bank as expressly provided herein
   and payments pursuant to Sections 2.15, 2.16, 2.17 and 11.03 shall be made
   directly to the Persons entitled thereto and payments pursuant to other Loan
   Documents shall be made to the Persons specified therein (it being agreed
   that the Borrowers will be deemed to have satisfied their obligations with
   respect to payments referred to in this proviso if they shall make such
   payments to the persons entitled thereto in accordance with instructions
   provided by the Administrative Agent; the Administrative Agent agrees to
   provide such instructions upon request, and no Borrower will be deemed to
   have failed to make such a payment if it shall transfer such payment to an
   improper account or address as a result of the failure of the Administrative
   Agent to provide proper instructions). The Applicable Agent shall distribute
   any such payments received by it for the account of any Lender or other
   Person promptly following receipt thereof at the appropriate lending office
   or other address specified by such Lender or other Person. If any payment
   hereunder shall be due on a day that is not a Business Day, the date for
   payment shall be extended to the next succeeding Business Day, and, in the
   case of any payment accruing interest, interest thereon shall be payable for
   the period of such extension. All payments hereunder of principal or interest
   in respect of any Loan or LC Disbursement shall, except or otherwise
   expressly provided herein, be made in the currency of such Loan or LC
   Disbursement; all other payments hereunder and under each other Loan Document
   shall be made in US Dollars. Any payment required to be made by an Agent
   hereunder shall be deemed to have been made by the time required if such
   Agent shall, at or before such time, have taken the necessary steps to make
   such payment in accordance with the regulations or operating procedures of
   the clearing or settlement system used by such Agent to make such payment.

      (b) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on its Loans or participations in LC Disbursements resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans and participations in LC Disbursements and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of their respective
Loans and participations in LC Disbursements and accrued interest thereon;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by any Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment

<PAGE>

                                                                              41

obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Company or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

      (c) Unless the Applicable Agent shall have received notice from the
relevant Borrower prior to the date on which any payment is due for the account
of all or certain of the Lenders or the Issuing Bank hereunder that such
Borrower will not make such payment, the Applicable Agent may assume that such
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the applicable Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if such
Borrower has not in fact made such payment, then each of the applicable Lenders
or the Issuing Bank, as the case may be, severally agrees to repay to the
Applicable Agent forthwith on demand the amount so distributed to such Lender or
Issuing Bank with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Applicable Agent, at a rate determined by the Applicable Agent in accordance
with banking industry practices on interbank compensation.

      (d) If any Lender shall fail to make any payment required to be made by it
to any Agent pursuant to this Agreement, then the Agents may, in their
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by them for the account of such Lender to satisfy such
Lender's obligations to the Agents until all such unsatisfied obligations are
fully paid.

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

      (b) If any Lender requests compensation under Section 2.15, or if any Loan
Party is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any
Lender

<PAGE>

                                                                              42

defaults in its obligation to fund Loans hereunder, then the Company may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 11.04), all
its interests, rights and obligations under the Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the Company shall have
received the prior written consent of the Administrative Agent (and if a US
Tranche Revolving Commitment is being assigned, the Issuing Bank and the
Swingline Lender), which consent shall not be unreasonably withheld and (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee or the Company. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

                                   ARTICLE III

                         Representations and Warranties

      The Company and each other Borrower represents and warrants as follows:

      Section 3.01. Corporate Existence and Standing. The Company and each
   Subsidiary is duly organized, validly existing and in good standing under the
   laws of its jurisdiction of incorporation, except for failures which,
   individually or in the aggregate, could not reasonably be expected to have a
   Material Adverse Effect or a material adverse effect on the rights or
   interests of the Lenders hereunder, and has all requisite authority to
   conduct its business in each jurisdiction in which the failure so to qualify
   could reasonably be expected to result in a Material Adverse Effect. Each
   European Borrower is a wholly owned direct or indirect subsidiary of the
   Company.

      Section 3.02. Authorization; No Violation. The Transactions are within
   each Loan Party's corporate or partnership powers, have been duly authorized
   by all necessary corporate or partnership action and do not contravene (i)
   any Loan Party's charter, by-laws or other constitutive documents or (ii) any
   law or contractual restriction binding on or affecting any Loan Party, except
   for contraventions of contractual restrictions which individually or in the
   aggregate could not reasonably be expected to result in a Material Adverse
   Effect or a material adverse effect on the rights or interests of the Lender
   hereunder.

      Section 3.03. Governmental Consents. No authorization or approval or other
   action by, and no notice to or filing with, any Governmental Authority or
   regulatory body is required for the due execution, delivery and performance
   by the Loan Parties of this Agreement or the other Loan Documents.

<PAGE>

                                                                              43

      Section 3.04. Validity. This Agreement is, and the other Loan Documents
   when executed and delivered will be, the legal, valid and binding obligations
   of the Loan Parties party thereto, enforceable against such Loan Parties in
   accordance with their respective terms, subject to the effect of any
   applicable bankruptcy, insolvency, reorganization, moratorium or similar law
   affecting creditors' rights generally and to the effect of general principles
   of equity (regardless of whether such enforceability is considered in a
   proceeding in equity or at law).

      Section 3.05. Use of Proceeds. The Borrowers will use the proceeds of the
   Loans and the Letters of Credit only for the purposes specified in the
   preamble to this Agreement.

      Section 3.06. Litigation. As of the date hereof, there is no pending or,
   to the best of the knowledge of the Borrowers, threatened action or
   proceeding affecting the Company or any of its Subsidiaries before any court,
   Governmental Authority or arbitrator, which could reasonably be expected to
   result in a Material Adverse Effect, or which purports to affect the
   legality, validity or enforceability of this Agreement or any other Loan
   Document.

      Section 3.07. Financial Statements; No Material Adverse Change. (a) The
   consolidated balance sheet of the Company and the Subsidiaries and the
   related consolidated statements of income, shareholders' equity and cash
   flows of the Company and the Subsidiaries (i) as at December 31, 2003, and
   for the year then ended, which financial statements are accompanied by the
   report of PricewaterhouseCoopers LLC, and (ii) as at April 3, July 3 and
   October 2, 2004, and for the fiscal quarters and the portions of the fiscal
   year then ended, certified by the Company's chief financial officer, as
   heretofore furnished to the Lenders, fairly present in all material respects
   the consolidated financial condition of the Company and the Subsidiaries as
   at such dates and their consolidated results of operations, shareholders'
   equity and cash flows for the periods then ended in conformity with GAAP,
   subject to year-end adjustments and the absence of footnotes in the case of
   the statements referred to in clause (ii) above.

      (b) There has been, since December 31, 2003, no Material Adverse Effect.

      Section 3.08. Investment Company Act. The Company is not (a) an
   "investment company" or a company "controlled" by an "investment company"
   within the meaning of the Investment Company Act of 1940, as amended or (b) a
   "holding company" as defined in, or subject to regulation under, the Public
   Utility Holding Company Act of 1935, as amended.

      Section 3.09. Taxes. The Company and each Subsidiary has timely filed or
   caused to be filed all Tax returns and reports required to have been filed by
   it and has paid or caused to be paid all Taxes required to have been paid by
   it, except (a) Taxes that are being contested in good faith by appropriate
   proceedings and for which the Company or such Subsidiary, as applicable, has
   set aside on its books

<PAGE>

                                                                              44

   adequate reserves or (b) to the extent that the failure to do so could not
   reasonably be expected to result in a Material Adverse Effect.

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

      Section 3.11. Regulation U. Neither the Company nor any of the
   Subsidiaries is engaged in the business of purchasing or carrying Margin
   Stock. The value of the Margin Stock owned directly or indirectly by the
   Company and the Subsidiaries which is subject to any arrangement hereunder
   described in the definition of "indirectly secured" in Section 221.2 of
   Regulation U issued by the Board represents less than 25% of the value of all
   assets of the Company and the Subsidiaries subject to such arrangement. For
   the purpose of making the calculation pursuant to the preceding sentence, to
   the extent consistent with Regulation U, Treasury Stock shall be deemed not
   to be an asset of the Company and its Subsidiaries.

      Section 3.12. Environmental Matters. The operations of the Company and
   each Subsidiary comply in all material respects with all Environmental Laws,
   the noncompliance with which could reasonably be expected to result in a
   Material Adverse Effect.

      Section 3.13. Disclosure. None of the Confidential Information Memorandum
   or any other information prepared and furnished by or on behalf of the Loan
   Parties to any Agent or Lender in connection with the negotiation of this
   Agreement or delivered hereunder (as modified or supplemented by other
   information so furnished) contains or will contain as of the date thereof
   (or, in the case of any such information that is not dated, the earliest date
   on which such information is furnished to the Administrative Agent or any
   Lender) any material misstatement of fact or omits or will omit to state any
   material fact necessary to make the statements therein, in the light of the
   circumstances under which they were made, not misleading; provided that, with
   respect to projected financial information, the Company represents only that
   such information was prepared in good faith based upon assumptions believed
   to be reasonable at the time.

<PAGE>

                                                                              45

         Section 3.14. Subsidiary Guarantors. The Subsidiary Guarantors include
   each Domestic Subsidiary of the Company, other than any Subsidiary that is
   owned, directly or indirectly, by a Foreign Subsidiary (other than
   newly-acquired or created Domestic Subsidiaries that have not yet become
   Subsidiary Guarantors pursuant to the Guarantee Requirement).

                                   ARTICLE IV

                                   Conditions

         Section 4.01. Effective Date. The obligations of the Lenders to make
   Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
   become effective until the date on which each of the following conditions has
   been satisfied (or waived in accordance with Section 11.02):

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

         (b) The Administrative Agent shall have received favorable written
      opinions (addressed to the Administrative Agent and the Lenders and dated
      the Effective Date) of (i) Bingham McCutchen LLP, counsel for the Company,
      substantially in the form of Exhibit D-1 and (ii) Matheson Ormsby
      Prentice, Irish counsel for the European Borrowers, substantially in the
      form of Exhibit D-2. Each Loan Party hereby requests such counsel to
      deliver such opinions.

         (c) The Administrative Agent shall have received such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the formation, existence and good standing of the Loan
      Parties and the authorization of the Transactions, all in form and
      substance reasonably satisfactory to the Administrative Agent and its
      counsel.

         (d) The Administrative Agent shall have received (i) a certificate,
      dated the Effective Date and signed by the chief financial officer of the
      Company, confirming that the conditions set forth in paragraphs (a) and
      (b) of Section 4.02 and in paragraphs (f), (g) and (h) of this Section
      have been satisfied.

         (e) The Administrative Agent shall have received all fees and other
      amounts due and payable on or prior to the Effective Date, including, to
      the extent an invoice with respect thereto shall have been received by the
      Company, reimbursement or payment of all out-of-pocket expenses required
      to be reimbursed or paid by the Company hereunder or under any other Loan
      Document.

         (f) The Guarantee Requirement shall be satisfied.

<PAGE>

                                                                              46

         (g) The Existing Credit Agreement shall have been terminated and all
      amounts outstanding or accrued thereunder shall have been paid, and all
      letters of credit issued thereunder (other than the Existing Letters of
      Credit) shall have been terminated or expired.

         (h) The $50,000,000 Advised Line of Credit entered into between the
      Company and JPMCB on October 26, 2004 shall have been terminated and all
      amounts outstanding or accrued thereunder shall have been paid.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions shall be satisfied (or waived pursuant to Section
11.02) on or prior to December 30, 2004.

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

         (a) The representations and warranties of the Loan Parties set forth in
      the Loan Documents shall be true and correct in all material respects on
      and as of the date of such Borrowing or the date of issuance, amendment,
      renewal or extension of such Letter of Credit, as applicable, other than
      representations which are given as of a particular date, in which case
      such representations shall be true and correct as of that date.

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

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Company on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                                    ARTICLE V

                              Affirmative Covenants

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

<PAGE>

                                                                              47

         Section 5.01. Payment of Taxes, Etc. Pay and discharge, and cause each
   Subsidiary to pay and discharge, before the same shall become delinquent, (i)
   all material taxes, assessments and governmental charges or levies imposed
   upon it or upon its income, profit or property, and (ii) all material lawful
   claims which, if unpaid, might by law become a lien upon its property;
   provided, however, that neither the Company nor any Subsidiary shall be
   required to pay or discharge any such tax, assessment, charge or claim which
   is being contested in good faith and by proper proceedings and with respect
   to which the Company shall have established appropriate reserves in
   accordance with GAAP.

         Section 5.02. Preservation of Existence, Etc. Preserve and maintain,
   and cause each Subsidiary to preserve and maintain, its legal existence and
   the rights, licenses, permits, privileges and franchises material to the
   conduct of its business, except to the extent that failures to keep in effect
   such rights, licenses, permits, privileges, franchises and, in the case of
   Subsidiaries only, legal existence could not, individually or in the
   aggregate, reasonably be expected to result in a Material Adverse Effect;
   provided that the foregoing shall not prohibit any merger, consolidation,
   liquidation or dissolution not prohibited under Section 6.04.

         Section 5.03. Compliance with Laws, Etc. Comply, and cause each
   Subsidiary to comply, with the requirements of all applicable laws, rules,
   regulations and orders of any Governmental Authority (including, without
   limitation, all Environmental Laws), noncompliance with which could
   reasonably be expected to result in a Material Adverse Effect.

         Section 5.04. Keeping of Books. Keep, and cause each Subsidiary to
   keep, proper books of record and account, in which full and correct entries
   shall be made of all financial transactions and the assets and business of
   the Company and each Subsidiary in accordance with GAAP consistently applied.

         Section 5.05. Inspection. Permit, and cause each Subsidiary to permit,
   the Administrative Agent, and its representatives and agents, to inspect any
   of the properties, corporate books and financial records of the Company and
   its Subsidiaries, to examine and make copies of the books of account and
   other financial records of the Company and its Subsidiaries, and to discuss
   the affairs, finances and accounts of the Company and its Subsidiaries with,
   and to be advised as to the same by, their respective officers or directors,
   at such reasonable times during normal business hours and intervals as the
   Administrative Agent may reasonably designate.

         Section 5.06. Reporting Requirements. Furnish to the Administrative
   Agent for distribution to each Lender:

         (a) As soon as available and in any event within 55 days after the end
      of each of the first three quarters of each fiscal year of the Company, a
      consolidated balance sheet of the Company and the consolidated
      Subsidiaries as of the end of such quarter and a consolidated statement of
      income and changes in financial position (or consolidated statement of
      cash flow, as the case may be) of the

<PAGE>

                                                                              48

   Company and the consolidated Subsidiaries for the period commencing at the
   end of the previous fiscal year and ending with the end of such quarter,
   certified by the chief financial officer of the Company;

      (b) As soon as available and in any event within 100 days after the end of
   each fiscal year of the Company, a consolidated balance sheet of the Company
   and the consolidated Subsidiaries as of the end of such year and a
   consolidated statement of income and stockholder's equity and changes in
   financial position of the Company and the consolidated Subsidiaries for such
   fiscal year and accompanied by a report of PricewaterhouseCoopers LLC,
   independent public accountants of the Company, or other independent public
   accountants of nationally recognized standing, on the results of their
   examination of such consolidated annual financial statements of the Company
   and the consolidated Subsidiaries, which report shall be reported on without
   a "going concern" or like qualification or exception, or qualification
   arising out of the scope of the audit, or shall be otherwise reasonably
   acceptable to the Required Lenders;

      (c) Promptly after the sending or filing thereof, copies of all financial
   information, reports and proxy materials the Company files with the
   Securities and Exchange Commission under the Securities Exchange Act of 1934,
   as amended, including, without limitation, all such reports that disclose
   material litigation pending against the Company or any Subsidiary or any
   material noncompliance with any Environmental Law on the part of the Company
   or any Subsidiary;

      (d) Together with each financial statement delivered pursuant to clauses
   (a) and (b) above, a certificate signed by the chief financial officer of the
   Company (A) stating that no Default exists or, if any does exist, stating the
   nature and status thereof and describing the action the Company proposes to
   take with respect thereto and (B) demonstrating, in reasonable detail, the
   calculations used by such officer to determine compliance with the financial
   covenants contained in Sections 6.07 and 6.08;

      (e) With respect to each fiscal year for which the Company shall have an
   aggregate Unfunded Liability of $15,000,000 or more for all of its single
   employer pension benefit plans covered by Title IV of ERISA and all
   multiemployer pension benefit plans covered by Title IV of ERISA to which the
   Company has an obligation to contribute, as soon as available, and in any
   event within ten months after the end of such fiscal year, a statement of
   Unfunded Liabilities of each such plan, certified as correct by an actuary
   enrolled in accordance with regulations under ERISA and a statement of
   estimated withdrawal liability as of the most recent plan year end as
   customarily prepared by the trustees under the multiemployer plans to which
   the Company has an obligation to contribute;

      (f) As soon as possible, and in any event within 30 days after the
   occurrence of each event the Company knows is or may be a reportable event
   (as

<PAGE>

                                                                              49

      defined in Section 4043 of ERISA, but excluding any reportable event with
      respect to which the 30 day reporting requirement has been waived) with
      respect to any plan with an Unfunded Liability in excess of $15,000,000, a
      statement signed by the chief financial officer of the Company describing
      such reportable event and the action which the Company proposes to take
      with respect thereto;

         (g) As soon as possible, and in any event within five Business Days
      after the Company shall become aware of the occurrence of each Default,
      which Default is continuing on the date of such statement, a statement of
      the chief financial officer of the Company setting forth details of such
      Default or event and the action which the Company proposes to take with
      respect thereto;

         (h) From time to time, such other information as to the business and
      financial condition of the Company and the Subsidiaries and their
      compliance with the Loan Documents as any Agent, or any Lender through the
      Administrative Agent, may reasonably request; and

         (i) Promptly following a request therefor, all documentation and other
      information that a Lender reasonably requests in order to comply with its
      ongoing obligations under applicable "know your customer" and anti-money
      laundering rules and regulations, including the USA Patriot Act.

         Information required to be delivered to the Administrative Agent
      pursuant to this Section 5.01 shall be deemed to have been distributed to
      the Lenders if such information, or one or more annual or quarterly
      reports containing such information, shall have been posted by the
      Administrative Agent on an IntraLinks or similar site to which the Lenders
      have been granted access or shall be available on the website of the
      Securities and Exchange Commission at http://www.sec.gov (and a confirming
      electronic correspondence shall have been delivered or caused to be
      delivered to the Lenders providing notice of such posting or
      availability). Information required to be delivered pursuant to this
      Section 5.01 may also be delivered by electronic communications pursuant
      to procedures approved by the Administrative Agent.

         Section 5.07. Use of Proceeds and Letters of Credit. Use the proceeds
   of Borrowings hereunder and the Letters of Credit for the purposes referred
   to in the recitals to this Agreement, and not for any purpose that would
   entail a violation of any applicable law or regulation (including, without
   limitation, Regulations U and X of the Board).

         Section 5.08. Guarantee Requirement. Cause the Guarantee Requirement to
   be satisfied at all times.

<PAGE>

                                                                              50

                                   ARTICLE VI

                               Negative Covenants

         Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements
have been reimbursed, the Company and each other Borrower covenants and agrees
with the Lenders that it will not:

         Section 6.01. Subsidiary Debt. Permit any Subsidiary that is not a
   Subsidiary Guarantor to create, incur, assume or permit to exist any Debt,
   except:

         (a) Debt created hereunder;

         (b) Debt existing on the date hereof and set forth in Schedule 6.01 and
      extensions, renewals and replacements of any such Debt that do not
      increase the outstanding principal amount thereof;

         (c) Debt to the Company or any other Subsidiary; and

         (d) other Debt; provided that the sum of (without duplication) (i) the
      principal amount of all Debt permitted by this clause (d), (ii) the
      principal amount of all Debt secured by Liens permitted by Section 6.02
      and (iii) all Attributable Debt in respect of Sale and Leaseback
      Transactions (other than Sale and Leaseback Transactions entered into at
      the time the property subject thereto is acquired or within 90 days
      thereafter) permitted by Section 6.03 does not at any time exceed the
      greater of $150,000,000 or 15% of Consolidated Net Tangible Assets.

         Section 6.02. Liens Securing Debt. Create, incur, assume or permit to
   exist, or permit any Subsidiary to create, incur, assume or permit to exist,
   any Lien on any property or asset now owned or hereafter acquired by it
   securing Debt unless, after giving effect thereto, the sum of (without
   duplication) (i) all Debt secured by all such Liens, (ii) the principal
   amount of all Debt of Subsidiaries that are not Subsidiary Guarantors
   permitted by Section 6.01(d) and (iii) all Attributable Debt in respect of
   Sale and Leaseback Transactions (other than Sale and Leaseback Transactions
   entered into at the time the property subject thereto is acquired or within
   90 days thereafter) permitted by Section 6.03 does not at any time exceed the
   greater of $150,000,000 or 15% of Consolidated Net Tangible Assets. For the
   purpose of this Section 6.02, Treasury Stock to the extent constituting
   Margin Stock shall be deemed not to be an asset of the Company and its
   Subsidiaries.

         Section 6.03. Sale and Leaseback Transactions. Enter into or be party
   to, or permit any Subsidiary to enter into or be party to, any Sale and
   Leaseback Transaction (other than any Sale and Leaseback Transaction entered
   into at the time the property subject thereto is acquired or within 90 days
   thereafter) unless after giving effect thereto the sum of (without
   duplication) (i) all Attributable Debt permitted by

<PAGE>

                                                                              51

   this Section, (ii) the principal amount of all Debt of Subsidiaries that are
   not Subsidiary Guarantors permitted by Section 6.01(d) and (iii) the
   principal amount of all Debt secured by Liens permitted by Section 6.02(i)
   does not exceed the greater of $150,000,000 or 15% of Consolidated Net
   Tangible Assets.

      Section 6.04. Merger, Consolidation, Etc. (a) In the case of the Company,
   merge or consolidate with or into, or transfer or permit the transfer of all
   or substantially all its consolidated assets to, any Person (including by
   means of one or more mergers or consolidations of or transfers of assets by
   Subsidiaries), except that the Company may merge or consolidate with any US
   Corporation if (i) the Company shall be the surviving corporation in such
   merger or consolidation, (ii) immediately after giving effect thereto no
   Default shall have occurred and be continuing and (iii) the Company shall be
   in compliance with the covenants set forth in Sections 6.07 and 6.08 as of
   and for the most recently ended period of four fiscal quarters for which
   financial statements shall have been delivered pursuant to Section 5.06,
   giving pro forma effect to such merger or consolidation and any related
   incurrence of Debt as if they had occurred at the beginning of such period,
   and the Administrative Agent shall have received a certificate of the chief
   financial officer of the Company setting forth computations demonstrating
   such compliance.

      (b) In the case of any Material Subsidiary, merge or consolidate with or
into, or transfer all or substantially all its assets to, any Person, except
that (i) any Material Subsidiary may merge into or transfer all or substantially
all its assets to the Company, (ii) any Material Subsidiary may merge or
consolidate with or transfer all or substantially all its assets to any
Subsidiary; provided that if either constituent corporation in such merger or
consolidation, or the transferor of such assets, shall be a Subsidiary
Guarantor, then the surviving or resulting corporation or the transferee of such
assets, as the case may be, must be or at the time of such transaction become a
Subsidiary Guarantor and (iii) so long as, immediately after giving effect to
such transaction, no Default shall have occurred and be continuing, any Material
Subsidiary may merge or consolidate with or transfer all or substantially all
its assets to any Person other than the Company or a Subsidiary so long as such
transaction would not be prohibited by paragraph (a) above. Notwithstanding the
foregoing, nothing in this paragraph shall (a) so long as, at the time of and
immediately after giving effect to such transaction, no Event of Default shall
have occurred and be continuing, prohibit the Company or any Subsidiary from (i)
transferring any assets of such Person to acquire Foreign Subsidiaries, (ii)
making capital or working capital contributions to Foreign Subsidiaries in the
ordinary course of business, or (iii) selling or otherwise disposing of assets
to a Foreign Subsidiary on arm's-length terms (as determined in good faith by
the Company or the applicable Subsidiary) or (b) require any Foreign Subsidiary
to become a Subsidiary Guarantor hereunder.

      (c) In the case of the Company, permit any Domestic Subsidiary to become a
subsidiary of a Foreign Subsidiary; provided that nothing in this paragraph
shall prevent the Company from acquiring, directly or indirectly, any Person
that at the time of and immediately after giving effect to such acquisition
would constitute a Foreign
<PAGE>

                                                                              52

Subsidiary and would own any Domestic Subsidiary not acquired by it in
contemplation of such acquisition.

      For purposes of this Section 6.04, Treasury Stock to the extent
constituting Margin Stock shall be deemed not to be an asset of the Company.

         Section 6.05. Change in Business. Engage or permit any Subsidiary to
   engage to any material extent in any business other than the business
   conducted by the Company and the Subsidiaries on the date hereof and other
   businesses reasonably related thereto.

         Section 6.06. Certain Restrictive Agreements. Enter into, or permit any
   Subsidiary to enter into, any contract or other agreement that would limit
   the ability of any Subsidiary to pay dividends or make loans or advances to,
   or to repay loans or advances from, the Company or any other Subsidiary,
   other than (i) customary non-assignment provisions in any lease or sale
   agreement relating to the assets that are the subject of such lease or sale
   agreement, (ii) any restriction binding on a Person acquired by the Company
   at the time of such acquisition, which restriction is applicable solely to
   the Person so acquired and its subsidiaries and was not entered into in
   contemplation of such acquisition and (iii) in connection with any secured
   Debt permitted under Section 6.02, customary restrictions on the transfer of
   the collateral securing such Debt.

         Section 6.07. Leverage Ratio. Permit the Leverage Ratio at any time to
   exceed 3.00:1.00.

         Section 6.08. Interest Coverage Ratio. Permit the Interest Coverage
   Ratio for any period of four consecutive fiscal quarters to be less than
   3.50:1.00.

                                  ARTICLE VII

                               Events of Default

         If any of the following events ("Events of Default") shall occur and be
continuing:

         (a) Any Borrower shall fail to pay (i) any amount of principal of any
Loan or any reimbursement obligation in respect of any LC Disbursement when due
hereunder or (ii) any interest, fee or other amount due hereunder and such
default shall continue for five days; or

         (b) Any representation or warranty made or deemed made by the Company
or any other Loan Party (or any of their respective officers) in connection with
this Agreement or any other Loan Document shall prove to have been incorrect in
any material respect when made or deemed made; provided, however, that no Event
of Default shall be deemed to exist by reason of the incorrectness of any
representation or

<PAGE>

                                                                              53

warranty after such incorrectness shall have been cured (other than by
disclosure, which shall not be deemed to cure any breach of a representation or
warranty); or

      (c) The Company or any Subsidiary shall fail to maintain its corporate,
limited liability company or partnership existence as required by Section 5.02,
or the Company or any Subsidiary shall fail to perform or observe any term,
covenant or agreement contained in Section 5.06(g), Section 5.07 or Article VI
of this Agreement on its part to be performed or observed; or

      (d) The Company or any Subsidiary shall (i) fail to perform or observe any
other term, covenant or agreement contained in this Agreement or any other Loan
Document on its part to be performed or observed (other than those failures or
breaches referred to in paragraphs (a), (b) and (c) above) and any such failure
shall remain unremedied for 30 days after written notice thereof has been given
to the Company by the Administrative Agent or the Required Lenders; or

      (e) The Company or any Subsidiary shall fail to pay any amount of
principal of, interest on or premium with respect to, Material Debt (other than
the Loans) when due (whether at scheduled maturity or by required prepayment,
acceleration, demand or otherwise) and such failure shall continue beyond the
applicable grace period, if any, specified in the agreement or instrument
governing such Debt, or any other event shall occur or condition shall exist
with respect to Material Debt (other than the Loans) of the Company or such
Subsidiary if the effect of such other event or condition is to cause, or to
permit the holder or holders of such debt (or any trustee or agent on their
behalf) to cause, such Material Debt to become due, or to require such Material
Debt to be prepaid or repurchased, prior to the stated maturity thereof; or

      (f) The Company or any Subsidiary shall generally not pay its debts as
such debts become due, or shall admit in writing its inability to pay its debts
generally; or

      (g) The Company or any Subsidiary shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Company or such Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debt under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for it or for any substantial part of its property; or the
Company or any such Subsidiary shall take corporate action to authorize any of
the actions set forth above in this paragraph (f); provided that, in the case of
any such proceeding filed or commenced against the Company or any Subsidiary,
such event shall not constitute an "Event of Default" hereunder unless either
(i) the same shall have remained undismissed or unstayed for a period of 60
days, (ii) an order for relief shall have been entered against the Company or
such Subsidiary under the federal bankruptcy laws as now or hereafter in effect
or (iii) the Company or such Subsidiary shall have taken corporate action
consenting to, approving or acquiescing in the commencement or maintenance of
such proceeding; or

<PAGE>

                                                                              54

      (h) Any judgment or judgments for the payment of money in excess of
$20,000,000 in the aggregate for all such judgments shall be rendered against
the Company or one or more Subsidiaries and (i) enforcement proceedings shall
have been commenced by any creditor upon such judgments or (ii) there shall be
any period of 10 consecutive days during which stays of enforcement of such
judgments, by reason of pending appeals or otherwise, shall not be in effect;

      (i) Either (i) the Pension Benefit Guaranty Corporation shall terminate
any single-employer plan (as defined in Section 4001(b)(2) of ERISA) that
provides benefits for employees of the Company or any Subsidiary and such plan
shall have an Unfunded Liability in an amount in excess of $5,000,000 at such
time or (ii) withdrawal liability shall be assessed against the Company or any
Subsidiary in connection with any multiemployer plan (whether under Section 4203
or Section 4205 of ERISA) and such withdrawal liability shall be an amount in
excess of $5,000,000 or

      (j) the guarantee of any Subsidiary Guarantor under the Subsidiary
Guarantee Agreement or the Company's guarantee under Article X shall not be (or
shall be asserted by the Company or any Subsidiary Guarantor not to be) valid or
in full force and effect; or

      (k) a Change of Control shall have occurred.

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Required Lenders, by notice to the Company, (i)
declare the obligation of each Lender to make Loans and of the Issuing Bank to
issue Letters of Credit hereunder to be terminated, whereupon the same shall
forthwith terminate and/or (ii) declare the Loans, all interest accrued and
unpaid thereon and all other amounts outstanding or accrued under this Agreement
to be forthwith due and payable, whereupon the Loans, all such accrued interest
and all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrowers. In the event of the occurrence of an
Event of Default under clause (g) of this Article VII, (A) the obligation of
each Lender to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall automatically be terminated and (B) the Loans, all interest
accrued and unpaid thereon and all other amounts outstanding or accrued under
this Agreement shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by each Borrower.

                                  ARTICLE VIII

                                   The Agents

      In order to expedite the transactions contemplated by this Agreement, the
Persons named in the heading of this Agreement are hereby appointed to act as
Administrative Agent and London Agent on behalf of the Lenders and the Issuing
Bank. Each of the Lenders, each assignee of any Lender and the Issuing Bank
hereby

<PAGE>

                                                                              55

irrevocably authorizes the Agents to take such actions on their behalf and to
exercise such powers as are delegated to the Agents by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto. The Agents are hereby expressly authorized by the Lenders and the
Issuing Bank, without hereby limiting any implied authority, (a) to receive on
behalf of the Lenders and the Issuing Bank all payments of principal of and
interest on the Loans and all other amounts due to the Lenders or the Issuing
Bank hereunder, and promptly to distribute to each Lender or the Issuing Bank
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Company of any Event of Default of which the
Administrative Agent has actual knowledge acquired in connection with its agency
hereunder; and (c) to distribute to each Lender copies of all notices, financial
statements and other materials delivered by the Company or any other Loan Party
pursuant to this Agreement or the other Loan Documents as received by the
Administrative Agent.

      With respect to the Loans made by it hereunder, each Agent in its
individual capacity and not as Agent shall have the same rights and powers as
any other Lender and may exercise the same as though it were not an Agent, and
the Agents and their Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Company or any Subsidiary or
other Affiliate thereof as if it were not an Agent.

      The Agents shall not have any duties or obligations except those expressly
set forth in the Loan Documents. Without limiting the generality of the
foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) no
Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that such Agent is required to exercise upon
receipt of notice in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 11.02), and (c) except as expressly set forth in the Loan
Documents, no Agent shall have any duty to disclose, and no Agent shall be
liable for the failure to disclose, any information relating to the Company or
any of its Subsidiaries that is communicated to or obtained by the institution
serving as Agent or any of its Affiliates in any capacity. No Agent shall be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
11.02) or in the absence of its own gross negligence or wilful misconduct. No
Agent shall be deemed to have knowledge of any Default unless and until written
notice thereof is given to such Agent by a Borrower, and no Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan
<PAGE>

                                                                              56

Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.

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

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

      Subject to the appointment and acceptance of a successor Agent as provided
in this paragraph, any Agent may resign at any time by notifying the Lenders,
the Issuing Bank and the Company. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Company, to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. After the Agent's resignation hereunder,
the provisions of this Article and Section 11.03 shall continue in effect for
the benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Agent.

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

<PAGE>

                                                                              57

Loan Document or related agreement or any document furnished hereunder or
thereunder.

      Each Lender hereby acknowledges that each institution named on the cover
page of this Agreement as Co-Syndication Agent has no duties or responsibilities
hereunder other than, in the case of a Co-Syndication Agent that is a Lender, in
its capacity as a Lender.

                                   ARTICLE IX

                         Collection Allocation Mechanism

      Section 9.01. CAM Exchange. (a) On the CAM Exchange Date, (i) the
   Commitments shall automatically and without further act be terminated as
   provided in Article VII and (ii) the Lenders shall automatically and without
   further act be deemed to have exchanged interests in the Specified
   Obligations such that, in lieu of the interests of each Lender in the
   particular Specified Obligations that it shall own as of such date and prior
   to the CAM Exchange, such Lender shall own an interest equal to such Lender's
   CAM Percentage in all the Specified Obligations. Each Lender, each person
   acquiring a participation from any Lender as contemplated by Section 11.02,
   the Company and each other Borrower hereby consents and agrees to the CAM
   Exchange. Each of the Company, the other Borrowers and the Lenders agrees
   from time to time to execute and deliver to the Agents all such promissory
   notes and other instruments and documents as the Administrative Agent shall
   reasonably request to evidence and confirm the respective interests and
   obligations of the Lenders after giving effect to the CAM Exchange, and each
   Lender agrees to surrender any promissory notes originally received by it
   hereunder to the Administrative Agent against delivery of any promissory
   notes so executed and delivered; provided that the failure of the Company or
   any other Borrower to execute or deliver or of any Lender to accept any such
   promissory note, instrument or document shall not affect the validity or
   effectiveness of the CAM Exchange.

      (b) As a result of the CAM Exchange, on and after the CAM Exchange Date,
(i) each payment received by an Agent pursuant to any Loan Document in respect
of the Specified Obligations shall be distributed to the Lenders pro rata in
accordance with their respective CAM Percentages (to be redetermined as of each
such date of payment or distribution to the extent required by paragraph (c)
below) and (ii) Section 2.17(e) shall not apply with respect to any Taxes
required to be withheld or deducted by a Borrower from or in respect of payments
hereunder to any Lender or Administrative Agent that exceed the Taxes such
Borrower would have been required to withhold or deduct from or in respect of
payments to such Lender or Agent had such CAM Exchange not occurred.

      (c) In the event that, on or after the CAM Exchange Date, the aggregate
amount of the Specified Obligations shall change as a result of the making of an
LC Disbursement by the Issuing Bank that is not reimbursed by a Borrower, then
(i) each US

<PAGE>

                                                                              58

Tranche Lender (determined without giving effect to the CAM Exchange) shall, in
accordance with Section 2.05(d), promptly purchase from the applicable Issuing
Bank a participation in such LC Disbursement in the amount of such US Tranche
Lender's applicable US Tranche Percentage of such LC Disbursement (without
giving effect to the CAM Exchange), (ii) the Administrative Agent shall
redetermine the CAM Percentages after giving effect to such LC Disbursement and
the purchase of participations therein by the applicable US Tranche Lenders, and
(iii) in the event distributions shall have been made in accordance with clause
(i) of paragraph (b) above, the Lenders shall make such payments to one another
as shall be necessary in order that the amounts received by them shall be equal
to the amounts they would have received had each LC Disbursement been
outstanding immediately prior to the CAM Exchange. Each such redetermination
shall be binding on each of the Borrowers and Lenders and their successors and
assigns and shall be conclusive absent manifest error.

                                   ARTICLE X

                                   Guarantee

      In order to induce the Lenders to extend credit to the European Borrowers
hereunder, the Company hereby irrevocably and unconditionally guarantees, as a
primary obligor and not merely as a surety, the payment when and as due of the
Obligations of such Borrowers. The Company further agrees that the due and
punctual payment of such Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain bound
upon its guarantee hereunder notwithstanding any such extension or renewal of
any such Obligation.

      The Company waives presentment to, demand of payment from and protest to
any Borrower of any of the Obligations, and also waives notice of acceptance of
its obligations and notice of protest for nonpayment. The obligations of the
Company under this Article X shall not be affected by (a) the failure of any
Agent or Lender to assert any claim or demand or to enforce any right or remedy
against any Loan Party under the provisions of this Agreement, any other Loan
Document or otherwise; (b) any extension or renewal of any of the Obligations;
(c) any rescission, waiver, amendment or modification of, or release from, any
of the terms or provisions of this Agreement, or any other Loan Document or
agreement; (d) any default, failure or delay, wilful or otherwise, in the
performance of any of the Obligations; or (e) any other act, circumstance,
omission or delay to do any other act which may or might in any manner or to any
extent vary the risk of the Company or otherwise operate as a discharge of or
defense available to a guarantor as a matter of law or equity or which would
impair or eliminate any right of the Company to subrogation.

      The Company further agrees that its agreement under this Article X
constitutes a guarantee of payment when due (whether or not any bankruptcy or
similar proceeding shall have stayed the accrual or collection of any of the
Obligations or operated as a discharge thereof) and not merely of collection,
and waives any right to require that any resort be had by any Agent or Lender to
any balance of any deposit

<PAGE>

                                                                              59

account or credit on the books of any Agent or Lender in favor of any Borrower
or any other Person.

      The obligations of the Company under this Article X shall not be subject
to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or set-off, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or
unenforceability of any of the Obligations, any impossibility in the performance
of any of the Obligations or otherwise.

      The Company further agrees that its obligations under this Article X shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by any Agent or Lender upon the bankruptcy or reorganization of any
Borrower or otherwise.

      In furtherance of the foregoing and not in limitation of any other right
which any Agent or Lender may have at law or in equity against the Company by
virtue hereof, upon the failure of any European Borrower to pay any Obligation
when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, the Company hereby promises to and
will, upon receipt of written demand by any Agent or Lender, forthwith pay, or
cause to be paid, to the applicable Agent or Lender in cash an amount equal to
the unpaid principal amount of such Obligation then due, together with accrued
and unpaid interest thereon. The Company further agrees that if payment in
respect of any Obligation shall be due in a currency other than US Dollars
and/or at a place of payment other than New York and if, by reason of any Change
in Law, disruption of currency or foreign exchange markets, war or civil
disturbance or other event, payment of such Obligation in such currency or at
such place of payment shall be impossible or, in the reasonable judgment of any
Agent or Lender, not consistent with the protection of its rights or interests,
then, at the election of the Administrative Agent, the Company shall make
payment of such Obligation in US Dollars (based upon the applicable Exchange
Rate in effect on the date of payment) and/or in New York, and shall indemnify
each Agent and Lender against any losses or reasonable out-of-pocket expenses
that it shall sustain as a result of such alternative payment.

      Upon payment by the Company of any sums as provided above, all rights of
the Company against any Borrower arising as a result thereof by way of right of
subrogation or otherwise shall in all respects be subordinated and junior in
right of payment to the prior indefeasible payment in full in cash of all the
Obligations owed by such Borrower to the Agents and the Lenders.

      Nothing shall discharge or satisfy the liability of the Company hereunder
except the full performance and indefeasible payment in full in cash of the
Obligations.

<PAGE>

                                                                              60

                                   ARTICLE XI

                                  Miscellaneous

      Section 11.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

      (a) if to any Borrower, to 34 Maples Street, Milford, Massachusetts,
   01757, Attention of John Lynch (Telecopy No. (508) 482-2249);

      (b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 131
   South Dearborn, 6th floor, Mailcode: IL1-0010, Chicago, IL 60670-0010,
   Attention of Medy Hernandez (Telecopy No. (312) 385-7096, Telephone No. (312)
   385-7037);

      (c) if to the London Agent, to it at J.P. Morgan Europe Limited, 125
   London Wall, Floor 9, London EC2Y5AJ, Attention of James Beard (Telecopy No.
   44-207-7772360, Telephone No. 44-207-7772355); with a copy to the
   Administrative Agent as provided in paragraph (b) above;

      (d) if to the Issuing Bank, to it at the JPMorgan Chase Bank, N.A., 300
   South Riverside Plaza, Mailcode: IL1-0236, Chicago, IL 60606, Attention of
   Catherine Deal (Telecopy No. (312) 954-6207, Telephone No. (312) 954-1944);
   and

      (e) if to any Lender, to it at its address (or telecopy number) set forth
   in its Administrative Questionnaire.

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

      Section 11.02. Waivers; Amendments. (a) No failure or delay by any Agent,
the Issuing Bank or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents, the Issuing Bank and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without

<PAGE>

                                                                              61

   limiting the generality of the foregoing, the making of a Loan or issuance of
   a Letter of Credit shall not be construed as a waiver of any Default,
   regardless of whether any Agent, any Lender or the Issuing Bank may have had
   notice or knowledge of such Default at the time.

      (b) None of this Agreement, or any other Loan Document or any provision
hereof or thereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Company and the Required
Lenders or by the Company and the Administrative Agent with the consent of the
Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and
the Loan Party or Loan Parties that are parties thereto, in each case with the
consent of the Required Lenders; provided that no such agreement shall (i)
increase any Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender adversely affected thereby, (iii)
postpone the date of any scheduled payment of the principal amount of any Loan
or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby without the
written consent of each Lender, or alter the manner in which payments or
prepayments of principal, interest or other amounts hereunder shall be applied
as among Lenders or Types of Loans without the written consent of each Lender,
(v) change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision of any Loan Document specifying the number or
percentage of Lenders (or Lenders of any Class) required to waive, amend or
modify any rights thereunder or make any determination or grant any consent
thereunder, without the written consent of each Lender (or each Lender of such
Class, as the case may be), (vi) release the Company or all or substantially all
the Subsidiary Guarantors from, or limit or condition, its or their obligations
under Article X or the Subsidiary Guarantee Agreement, or change the definition
of Guarantee Requirement without the written consent of each Lender, (vii)
change any provisions of Article IX or any provision of this Agreement that
requires action by each Lender without the written consent of each Lender, or
(viii) change any provisions of any Loan Document in a manner that by its terms
adversely affects the rights in respect of payments due to Lenders holding Loans
of any Class differently than those of Lenders holding Loans of any other Class
without the written consent of Lenders holding a majority in interest of the
outstanding Loans and unused Commitments of each adversely affected Class;
provided further that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of any Agent or the Issuing Bank hereunder or under
any other Loan Document without the prior written consent of such Agent or the
Issuing Bank, as the case may be, and (B) any waiver, amendment or modification
of this Agreement that by its terms affects the rights or duties under this
Agreement of the Lenders of one Class (but not the Lenders of any other Class)
may be effected by an agreement or agreements in writing entered into by the
Company and requisite percentage in interest of the affected Class of Lenders.

<PAGE>

                                                                              62

      Section 11.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall
   pay (i) all reasonable out-of-pocket expenses incurred by the Agents and
   their Affiliates, including the reasonable fees, charges and disbursements of
   counsel for the Agents, in connection with the syndication of the credit
   facilities provided for herein, the preparation and administration of this
   Agreement or the other Loan Documents or any amendments, modifications or
   waivers of the provisions hereof or thereof (whether or not the transactions
   contemplated hereby or thereby shall be consummated), (ii) all reasonable
   out-of-pocket expenses incurred by the Issuing Bank in connection with the
   issuance, amendment, renewal or extension of any Letter of Credit or any
   demand for payment thereunder and (iii) all reasonable out-of-pocket expenses
   (including reasonable fees, charges and disbursements of any counsel)
   incurred by any Agent, and, following and during the continuance of an Event
   of Default, the Issuing Bank or any Lender, in connection with the
   enforcement or protection of its rights in connection with any Loan Document,
   including its rights under this Section, or in connection with the Loans made
   or Letters of Credit issued hereunder, including all such out-of-pocket
   expenses incurred during any workout, restructuring or negotiations in
   respect of such Loans or Letters of Credit.

The Company shall indemnify each Agent, the Issuing Bank and each Lender and
each Related Party of any of the foregoing Persons (each such Person being
called an "Indemnitee") against, and hold each Indemnitee harmless from, any and
all losses, liabilities and reasonable out-of-pocket costs or expenses,
including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) any transaction or proposed transaction
(whether or not consummated) in which any proceeds of any borrowing hereunder
are applied or proposed to be applied, directly or indirectly, by the Company or
any Subsidiary, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), or
(iii) the execution, delivery or performance by the Company and the Subsidiaries
of the Loan Documents, or any actions or omissions of the Company or any
Subsidiary in connection therewith (and, in the case of any such loss,
liability, cost or expense arising out of any litigation, investigation or other
proceeding, regardless of whether such proceeding shall have been commenced by
the Company, any Subsidiary of the Company or any other Person or whether any
Indemnitee shall be a party thereto); provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, liabilities,
costs or expenses are determined by a court of competent jurisdiction by final
and unappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee or from the breach of such Indemnitee of its
agreements hereunder.

      (b) To the extent that the Company fails to pay any amount required to be
paid by it to any Agent or the Issuing Bank or any of their Related Parties
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to such Agent or the Issuing Bank, as the case may be, such Lender's pro rata
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed loss, liability, cost or expense, as the case

<PAGE>

                                                                              63

may be, was incurred by or asserted against such Agent or the Issuing Bank (or
such Related Party) in its capacity as such. For purposes hereof, a Lender's
"pro rata share" shall be determined based upon its share of the sum (without
duplication) of the total Exposures and unused Commitments at the time.

      (c) To the extent permitted by applicable law, no Borrower shall assert,
and each Borrower hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

      (d) All amounts due under this Section shall be payable within 15 Business
Days after receipt by the Company of a reasonably detailed invoice therefor.

      Section 11.04. Successors and Assigns. (a) The provisions of this
   Agreement shall be binding upon and inure to the benefit of the parties
   hereto and their respective successors and assigns permitted hereby
   (including any Affiliate of the Issuing Bank that issues any Letter of
   Credit), except that no Borrower may assign or otherwise transfer any of its
   rights or obligations hereunder without the prior written consent of each
   Lender (and any attempted assignment or transfer by any Borrower without such
   consent shall be null and void). Nothing in this Agreement, expressed or
   implied, shall be construed to confer upon any Person (other than the parties
   hereto, their respective successors and assigns permitted hereby and, to the
   extent expressly contemplated hereby, the Related Parties of each of the
   Agents, the Issuing Bank and the Lenders(including any Affiliate of the
   Issuing Bank that issues any Letter of Credit)) any legal or equitable right,
   remedy or claim under or by reason of this Agreement.

      (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans or other amounts at the time owing to it); provided
that (i) except in the case of an assignment to a Lender the Administrative
Agent (and in the case of an assignment of all or a portion of a US Tranche
Commitment or any Lender's obligations in respect of its LC Exposure, the
Issuing Bank) and, except (A) in the case of an assignment to a Lender, an
Affiliate of a Lender or a Related Fund of any Lender or (B) if an Event of
Default shall have occurred and be continuing, the Company must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld), (ii) unless an event of default has occurred and is continuing,
except in the case of an assignment to a Lender, an Affiliate of a Lender or a
Related Fund of any Lender or an assignment of the entire remaining amount of
the assigning Lender's Commitments and outstanding Loans, the amount of the
Commitments and outstanding Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $10,000,000 unless each of the Company and the Administrative Agent
otherwise consent, (iii) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together

<PAGE>

                                                                              64

with a processing and recordation fee of $3,500, and (iv) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. Subject to acceptance and recording thereof
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Acceptance the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 11.03). At the time of any assignment,
the assignee shall provide to the Company the documentation described in Section
2.17(e). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (e) of this Section.

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

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

      (e) Any Lender may, without the consent of any Borrower or the
Administrative Agent or the Issuing Bank, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent,

<PAGE>

                                                                              65

the Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii), (iii) or (vi) of the first proviso to Section
11.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 11.08 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section.

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

      (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank or, in the case of a Lender that is an investment fund, to the
trustee under the indenture to which such fund is a party, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

      Section 11.05. Survival. All covenants, agreements, representations and
   warranties made by the Loan Parties herein or in any other Loan Document or
   in the certificates or other instruments delivered in connection with or
   pursuant to this Agreement or any other Loan Document shall be considered to
   have been relied upon by the other parties hereto or thereto and shall
   survive the execution and delivery of this Agreement and any other Loan
   Document and the making of any Loans and issuance of any Letters of Credit,
   regardless of any investigation made by any such other party or on its behalf
   and notwithstanding that any Agent, the Issuing Bank or any Lender may have
   had notice or knowledge of any Default or incorrect representation or
   warranty at the time any credit is extended hereunder, and shall continue in
   full force and effect as long as the principal of or any accrued interest on
   any Loan or any fee or any other amount payable under this Agreement or any
   other Loan Document is outstanding and unpaid or any Letter of Credit is
   outstanding and so long as the Commitments have not expired or terminated.
   The provisions of Sections 2.15, 2.16, 2.17, 11.03 and 11.12 and Article VIII
   shall survive and remain in full force and effect regardless of the
   consummation of the transactions contemplated hereby, the repayment of the
   Loans, the expiration or termination of the Letters of

<PAGE>

                                                                              66

   Credit and the Commitments or the termination of this Agreement or any other
   Loan Document or any provision hereof or thereof. Provided, however, that the
   provisions of Section 11.12 shall expire two years after the later of (i) the
   repayment of the Loans and the expiration or termination of the Letters of
   Credit and the Commitments and (ii) the termination of this Agreement.

      Section 11.06. Counterparts; Integration; Effectiveness. This Agreement
   may be executed in counterparts (and by different parties hereto on different
   counterparts), each of which shall constitute an original, but all of which
   when taken together shall constitute a single contract. This Agreement, the
   other Loan Documents and any separate letter agreements with respect to fees
   payable to the Administrative Agent constitute the entire contract among the
   parties relating to the subject matter hereof and supersede any and all
   previous agreements and understandings, oral or written, relating to the
   subject matter hereof. Except as provided in Section 4.01, this Agreement
   shall become effective when it shall have been executed by the Administrative
   Agent and when the Administrative Agent shall have received counterparts
   hereof which, when taken together, bear the signatures of each of the other
   parties hereto, and thereafter shall be binding upon and inure to the benefit
   of the parties hereto and their respective successors and assigns. Delivery
   of an executed counterpart of a signature page of this Agreement by telecopy
   shall be effective as delivery of a manually executed counterpart of this
   Agreement.

      Section 11.07. Severability. Any provision of this Agreement held to be
   invalid, illegal or unenforceable in any jurisdiction shall, as to such
   jurisdiction, be ineffective to the extent of such invalidity, illegality or
   unenforceability without affecting the validity, legality and enforceability
   of the remaining provisions hereof; and the invalidity of a particular
   provision in a particular jurisdiction shall not invalidate such provision in
   any other jurisdiction.

      Section 11.08. Right of Setoff. If an Event of Default shall have occurred
   and be continuing, each Lender and each of its Affiliates is hereby
   authorized at any time and from time to time, to the fullest extent permitted
   by law, to set off and apply any and all deposits (general or special, time
   or demand, provisional or final and in whatever currency denominated) at any
   time held and other obligations at any time owing by such Lender or Affiliate
   to or for the credit or the account of any Borrower against any of and all
   the obligations of such Borrower now or hereafter existing under this
   Agreement held by such Lender, irrespective of whether or not such Lender
   shall have made any demand under this Agreement and although such obligations
   may be unmatured. The rights of each Lender under this Section are in
   addition to other rights and remedies (including other rights of setoff)
   which such Lender may have.

      Section 11.09. Governing Law; Jurisdiction; Consent to Service of Process.
   (a) This Agreement shall be construed in accordance with and governed by the
   law of the State of New York.

      (b) Each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State

<PAGE>

                                                                              67

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

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

      (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

      Section 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
   THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
   TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
   OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
   CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
   EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
   ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
   PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
   WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
   INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
   WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      Section 11.11. Headings. Article and Section headings and the Table of
   Contents used herein are for convenience of reference only, are not part of
   this Agreement and shall not affect the construction of, or be taken into
   consideration in interpreting, this Agreement.

<PAGE>

                                                                              68

      Section 11.12. Confidentiality. Each Agent, the Issuing Bank and each
   Lender agrees to maintain the confidentiality of the Information (as defined
   below), except that Information may be disclosed (a) to its and its
   Affiliates' directors, officers, employees and agents, including accountants,
   legal counsel and other advisors, to Related Funds' directors and officers
   and to any direct or indirect contractual counterparty in swap agreements (it
   being understood that each Person to whom such disclosure is made will be
   informed of the confidential nature of such Information and instructed to
   keep such Information confidential), (b) to the extent requested by any
   regulatory authority, (c) to the extent required by applicable laws or
   regulations or by any subpoena or similar legal process, (d) to any other
   party to this Agreement, (e) to the extent required or advisable in the
   judgment of counsel in connection with any suit, action or proceeding
   relating to the enforcement of rights of the Agents or the Lenders against
   any of the Borrowers under this Agreement or any other Loan Document, (f)
   subject to an agreement containing provisions substantially the same as those
   of this Section, to any assignee of or Participant in, or any prospective
   assignee of or Participant in, any of its rights or obligations under this
   Agreement, (g) with the consent of the Company or (h) to the extent such
   Information (i) becomes publicly available other than as a result of a breach
   of this Section of which such Agent or Lender is aware or (ii) becomes
   available to the Administrative Agent, the Issuing Bank or any Lender on a
   nonconfidential basis from a source other than the Company other than as a
   result of a breach of this Section of which such Agent or Lender is aware.
   For the purposes of this Section, "Information" means all information
   received from the Company relating to the Company or its business, other than
   any such information that is available to the Administrative Agent, the
   Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by
   the Company other than as a result of a breach of this Section of which such
   Agent or Lender is aware. Any Person required to maintain the confidentiality
   of Information as provided in this Section shall be considered to have
   complied with its obligation to do so if such Person has exercised the same
   degree of care to maintain the confidentiality of such Information as such
   Person would accord to its own confidential information.

      Section 11.13. Conversion of Currencies. (a) If, for the purpose of
   obtaining judgment in any court, it is necessary to convert a sum owing
   hereunder in one currency into another currency, each party hereto agrees, to
   the fullest extent that it may effectively do so, that the rate of exchange
   used shall be that at which in accordance with normal banking procedures in
   the relevant jurisdiction the first currency could be purchased with such
   other currency on the Business Day immediately preceding the day on which
   final judgment is given.

      (b) The obligations of each Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if

<PAGE>

                                                                              69

the amount of the Agreement Currency so purchased is less than the sum
originally due to the Applicable Creditor in the Agreement Currency, such
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Applicable Creditor against such loss. The obligations of the
Borrowers contained in this Section 11.13 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.

      Section 11.14. Release of Subsidiary Guarantors. Notwithstanding any
   contrary provision herein or in any other Loan Document, if the Company shall
   request the release under the Subsidiary Guarantee Agreement of any
   Subsidiary to be sold or otherwise disposed of (including through the sale or
   disposition of any Subsidiary owning any such Subsidiary) to a Person other
   than the Company or a Subsidiary in a transaction permitted under the terms
   of this Agreement and shall deliver to the Administrative Agent a certificate
   to the effect that such sale or other disposition will comply with the terms
   of this Agreement, the Administrative Agent, if satisfied that the applicable
   certificate is correct, shall, without the consent of any Lender, execute and
   deliver all such instruments, releases or other agreements, and take all such
   further actions, as shall be necessary to effectuate the release of such
   Subsidiary at the time of or at any time after the completion of such sale or
   other disposition.

      Section 11.15. USA Patriot Act. Each Lender hereby notifies the Borrowers
   that pursuant to the requirements of the USA Patriot Act, it is required to
   obtain, verify and record information that identifies the Borrowers, which
   information includes the name and address of each Borrower and other
   information that will allow such Lender to identify each Borrower in
   accordance with the USA Patriot Act.

<PAGE>

                                                                              70

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

                                          WATERS CORPORATION

                                            by

                                            /s/ John Ornell
                                            ------------------------------------
                                            Name: John Ornell
                                            Title: Vice President, Finance and
                                                   Administration and Chief
                                                   Financial Officer

                                          Present when the common seal of WATERS
                                          TECHNOLOGIES IRELAND LTD. was
                                          affixed hereto:

                                            /s/ John Ornell
                                            ------------------------------------
                                            Name: John Ornell
                                            Title: Vice President, Finance and
                                                   Administration and Chief
                                                   Financial Officer

                                            /s/ Lawrence Walsh
                                            ------------------------------------
                                            Name: Lawrence Walsh
                                            Title: Manager, Finance and
                                                   Administration

                                          Present when the common seal of WATERS
                                          CHROMATOGRAPHY IRELAND LTD.
                                          was affixed hereto:

                                            /s/ Paul N. Tardif, Jr.
                                            ------------------------------------
                                            Name: Paul N. Tardif, Jr.
                                            Title: Vice President, Mergers and
                                                   Acquisitios

                                            /s/ Lawrence Walsh
                                            ------------------------------------
                                            Name: Lawrence Walsh
                                            Title: Manager, Finance and
                                                   Administration

<PAGE>

                                                                              71

                                       JPMORGAN CHASE BANK, NA.,
                                       individually and as Administrative Agent,
                                       Issuing Bank, and Swingline Lender,

                                         by
                                         /s/ John Francis
                                         ----------------------------
                                         Name: John Francis
                                         Title: Vice President

                                       J.P. MORGAN EUROPE LIMITED, as
                                       London Agent,

                                         by
                                         /s/ Stephen Gillies
                                         ----------------------------
                                         Name: Stephen Gillies
                                         Title: Associate

                                         /s/ Nichola Hall
                                         ----------------------------
                                         Name: Nichola Hall
                                         Title: Associate

<PAGE>

                                                   ABN AMRO BANK N.V.,

                                                     by
                                                       /s/ Alexander M. Blodi
                                                       ------------------------
                                                        Name: Alexander M. Blodi
                                                        Title: Managing Director

                                                     by
                                                       /s/ Robert H. Steelman
                                                       ------------------------
                                                        Name: Robert H. Steelman
                                                        Title: Director

<PAGE>

                                                  BANK OF AMERICA NA,

                                                    by
                                                      /s/ Richard C. Hardison
    -                                                 --------------------------
                                                       Name: Richard C. Hardison
                                                       Title: Vice President

<PAGE>

                                               CITIZENS BANK OF MASSACHUSETTS,

                                                 by
                                                   /s/ Stephen F. Foley
                                                   ----------------------------
                                                    Name: Stephen F. Foley
                                                    Title: Senior Vice President

<PAGE>

                                                    BARCLAYS BANK PLC,

                                                      by
                                                        /s/ Douglas Bernegger
                                                        ------------------------
                                                         Name: Douglas Bernegger
                                                         Title: Director
<PAGE>

                                             THE BANK OF NEW YORK,

                                               by
                                                 /s/ Kenneth P. Sneider
                                                 -------------------------------
                                                  Name: Kenneth P. Sneider
                                                  Title: Vice President

<PAGE>

                                             DEUTSCHE BANK AG, NEW YORK
                                             BRANCH,

                                               by
                                                 /s/ Carin M. Keegan
                                                 -------------------------------
                                                  Name: Carin M. Keegan
                                                  Title: Vice President

                                               by
                                                 /s/ Scottye Lindsey
                                                 -------------------------------
                                                  Name: Scottye Lindsey
                                                  Title: Director

                                             DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS, as Existing Issuing Bank,

                                               by
                                                 /s/ Carin M. Keegan
                                                 -------------------------------
                                                  Name: Carin M. Keegan
                                                  Title: Vice President

<PAGE>

                                             THE GOVERNOR AND COMPANY OF
                                             THE BANK OF IRELAND,

                                               by
                                                 /s/ Fran Collins
                                                 -------------------------------
                                                  Name: Fran Collins
                                                  Title: Associate Director

                                               by
                                                 /s/ Fergus Woods
                                                 -------------------------------
                                                  Name: Fergus Woods
                                                  Title: Deputy Manager

<PAGE>

                                             BANK OF TOKYO-MITSUBISHI TRUST
                                             COMPANY,

                                               by
                                                 /s/ Cynthia Rietscha
                                                 -------------------------------
                                                  Name: Cynthia Rietscha
                                                  Title: Vice President

<PAGE>

                                             HSBC BANK USA, N.A.,

                                               by
                                                 /s/ Kenneth V. McGraime
                                                 -------------------------------
                                                  Name: Kenneth V. McGraime
                                                  Title: Senior Vice President

<PAGE>

                                             KEYBANK NATIONAL ASSOCIATION,

                                               by
                                                 /s/ J. T. Taylor
                                                 -------------------------------
                                                  Name: J. T. Taylor
                                                  Title: Senior Vice President

<PAGE>

                                             ALLIED IRISH BANKS, PLC,

                                               by
                                                 /s/ Ray Alcock
                                                 -------------------------------
                                                  Name: Ray Alcock
                                                  Title: Manager

                                               by
                                                 /s/ Michael Doyle
                                                 -------------------------------
                                                  Name: Michael Doyle
                                                  Title: Senior Vice President

<PAGE>

                                             MIZUHO CORPORATE BANK USA,

                                               by
                                                 /s/ Greg Botshon
                                                 -------------------------------
                                                  Name: Greg Botshon
                                                  Title: Senior Vice President

<PAGE>

                                             SUNTRUST BANK,

                                               by
                                                 /s/ W. Brooks Hubbard
                                                 -------------------------------
                                                  Name: W. Brooks Hubbard
                                                  Title: Director

<PAGE>

                                             THE NORINCHUKIN BANK, NEW
                                             YORK BRANCH,

                                               by
                                                 /s/ Toshifurni Tsukitani
                                                 -------------------------------
                                                  Name: Toshifurni Tsukitani
                                                  Title: General Manager

<PAGE>

                                             PNC BANK, N.A.,

                                               by
                                                 /s/ Donald V. Davis
                                                 -------------------------------
                                                  Name: Donald V. Davis
                                                  Title: Managing Director

<PAGE>

                                          UBS LOAN FINANCE LLC,

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

                                            by
                                              /s/ Joselin Fernandes
                                              ----------------------------------
                                               Name: Joselin Fernandes
                                               Title: Associate Director Banking
                                                      Products Services, US

<PAGE>

                                             KBC BANK N.V.,

                                               by
                                                 /s/ Robert M. Surdam, Jr.
                                                 -------------------------------
                                                  Name: Robert M. Surdam, Jr.
                                                  Title: Vice President

                                               by
                                                 /s/ Robert Snauffer
                                                 -------------------------------
                                                  Name: Robert Snauffer
                                                  Title: First Vice President

<PAGE>

                                             CHANG HWA COMMERCIAL BANK,
                                             LTD., NEW YORK BRANCH,

                                               by
                                                 /s/ Kang Yang
                                                 -------------------------------
                                                  Name: Kang Yang
                                                  Title: AVP & AGM

<PAGE>

                                                                       EXHIBIT C

                            FORM OF IRISH CERTIFICATE

From: [Insert name and address of the lender or the assignee]

To:   Waters Technologies Ireland Ltd. and/or

      Waters Technologies Chromatography Ireland Ltd.

      (each a "EUROPEAN BORROWER" and collectively the "EUROPEAN BORROWERS")

The above named lender (the "LENDER") hereby represents and warrants that it is
a Qualifying Lender. A "QUALIFYING LENDER" is a company which, by virtue of the
law of a Relevant Territory, is resident for the purposes of tax in a Relevant
Territory, and which does not receive any interest in respect of the Five Year
Credit Agreement dated 15 December 2004 (the "LOAN") from the European Borrowers
in connection with a trade or business carried on in Ireland by such a company
through a branch or agency. A "RELEVANT TERRITORY" means a member state of the
European Communities other than Ireland, or not being such a member state, a
territory with which Ireland has entered into a double tax treaty.

If the Lender ceases to be a Qualifying Lender, or if any circumstances exist
which may cause or lead to its not being a Qualifying Lender on the next date on
which interest is due to be paid on the Loan by the European Borrowers, it will
inform the European Borrowers and Administrative Agent immediately in writing.
Any reference in this Certificate to any statute or statutory provision shall be
taken to mean such statutes or statutory provisions as may have been and may be
amended from time to time. This Certificate shall be governed by and construed
in accordance with Irish law.

Signed by
[INSERT NAME OF LENDER]

------------------------
By:
Capacity:
Date: