EXHIBIT 10.1

                                                              EXECUTION VERSION







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                                CREDIT AGREEMENT

                                      among

                               BE AEROSPACE, INC.,

                                CERTAIN LENDERS,

                           JPMORGAN CHASE BANK, N.A.,
                            as Administrative Agent,


                                       and

                               UBS SECURITIES LLC

                                       and

                       CREDIT SUISSE SECURITIES (USA) LLC,
                              as Syndication Agents



                            Dated as of July 26, 2006



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        J.P. MORGAN SECURITIES INC., UBS SECURITIES LLC and CREDIT SUISSE
      SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners

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                                Table of Contents




SECTION 1.  DEFINITIONS.......................................................1

         1.1      Defined Terms...............................................1
         1.2      Other Definitional Provisions..............................29

SECTION 2.  AMOUNT AND TERMS OF TRANCHE B TERM LOAN COMMITMENTS..............29

         2.1      Tranche B Term Loans.......................................29
         2.2      Repayment of Tranche B Term Loan...........................30
         2.3      Proceeds of Tranche B Term Loans...........................30

SECTION 3.  AMOUNT AND TERMS OF INCREMENTAL TERM LOAN........................30

         3.1      Requests for Additional Loans..............................30
         3.2      Ranking and Other Provisions...............................30
         3.3      Notices; Lender Elections..................................31
         3.4      Additional Facility Amendment..............................31
         3.5      Effective Date and Allocations.............................32
         3.6      Conditions to Effectiveness of Increase....................32

SECTION 4.  AMOUNT AND TERMS OF REVOLVING CREDIT  COMMITMENTS................33

         4.1      Revolving Credit Commitments...............................33
         4.2      Proceeds of Revolving Credit Loans.........................33
         4.3      Issuance of Letters of Credit..............................33
         4.4      Participating Interests....................................34
         4.5      Procedure for Opening Letters of Credit....................34
         4.6      Payments in Respect of Letters of Credit...................34
         4.7      Swing Line Commitment......................................36
         4.8      Participations.............................................37

SECTION 5.  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT.....37

         5.1      Procedure for Borrowing by the Company.....................37
         5.2      Repayment of Loans; Evidence of Debt.......................38
         5.3      Conversion and Continuation Options........................38
         5.4      Changes of Commitment Amounts..............................39
         5.5      Optional Prepayments.......................................40
         5.6      Mandatory Prepayments......................................40
         5.7      Interest Rates and Payment Dates...........................42
         5.8      Computation of Interest and Fees...........................43
         5.9      Commitment Fees............................................43


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         5.10     Certain Fees...............................................44
         5.11     Letter of Credit Fees......................................44
         5.12     Letter of Credit Reserves..................................44
         5.13     Further Assurances.........................................45
         5.14     Obligations Absolute.......................................46
         5.15     Assignments................................................46
         5.16     Participations.............................................46
         5.17     Inability to Determine Interest Rate for Eurodollar Loans..47
         5.18     Pro Rata Treatment and Payments............................47
         5.19     Illegality.................................................48
         5.20     Requirements of Law........................................49
         5.21     Indemnity..................................................50
         5.22     Non-Funding Lenders........................................51
         5.23     Taxes......................................................51

SECTION 6.  REPRESENTATIONS AND WARRANTIES...................................54

         6.1      Corporate Existence; Compliance with Law...................54
         6.2      Corporate Power; Authorization.............................54
         6.3      Enforceable Obligations....................................54
         6.4      No Conflict With Law or Contractual Obligations............55
         6.5      No Material Litigation.....................................55
         6.6      Investment Company Act.....................................55
         6.7      Federal Reserve Regulations................................55
         6.8      No Default.................................................55
         6.9      Taxes......................................................56
         6.10     Subsidiaries...............................................56
         6.11     Ownership of Property; Liens...............................56
         6.12     ERISA......................................................56
         6.13     Environmental Matters......................................56
         6.14     Accuracy and Completeness of Financial Statements..........57
         6.15     Absence of Undisclosed Liabilities.........................57
         6.16     No Material Adverse Change.................................58
         6.17     Solvency...................................................58
         6.18     Intellectual Property......................................58
         6.19     Creation and Perfection of Security Interests..............58
         6.20     Accuracy and Completeness of Disclosure....................59

SECTION 7.  CONDITIONS PRECEDENT.............................................59

         7.1      Conditions to Initial Loans and Letters of Credit..........59
         7.2      Conditions to All Loans and Letters of Credit..............61
         7.3      Additional Condition to Tranche B Term Loan Borrowings.....62

SECTION 8.  AFFIRMATIVE COVENANTS............................................62

         8.1      Financial Statements.......................................62


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         8.2      Certificates; Other Information............................63
         8.3      Payment of Other Obligations...............................64
         8.4      Continuation of Business and Maintenance of Existence and
                  Material Rights and Privileges.............................64
         8.5      Compliance with All Applicable Laws and Regulations and
                  Material Contractual Obligations...........................65
         8.6      Maintenance of Property; Insurance.........................65
         8.7      Maintenance of Books and Records...........................65
         8.8      Right of the Lenders to Inspect Property and Books
                  and Records................................................65
         8.9      Notices....................................................65
         8.10     Subsidiary Guarantors; Pledge of Stock of Additional
                  Subsidiaries...............................................66
         8.11     Compliance with Environmental Laws.........................70
         8.12     Further Assurances.........................................70

SECTION 9.  NEGATIVE COVENANTS...............................................71

         9.1      Financial Condition Covenants..............................71
         9.2      Indebtedness...............................................71
         9.3      Limitation on Liens........................................73
         9.4      Limitation on Contingent Obligations.......................75
         9.5      Prohibition of Fundamental Changes.........................75
         9.6      Prohibition on Sale of Assets..............................76
         9.7      Limitation on Investments, Loans and Advances..............77
         9.8      Capital Expenditures.......................................78
         9.9      Limitation on Dividends....................................79
         9.10     Transactions with Affiliates...............................79
         9.11     Derivative Contracts.......................................80
         9.12     Other Indebtedness.........................................80
         9.13     Fiscal Year................................................80
         9.14     Amendment of Organizational Documents......................80
         9.15     Limitation on Guarantees...................................80
         9.16     Independence of Covenants..................................81

SECTION 10.  EVENTS OF DEFAULT...............................................81


SECTION 11.  THE SYNDICATION AGENTS, THE DOCUMENTATION AGENTS, THE
             ADMINISTRATIVE AGENT; THE ISSUING LENDER........................84

         11.1     Appointment................................................84
         11.2     Delegation of Duties.......................................84
         11.3     Exculpatory Provisions.....................................84
         11.4     Reliance by Syndication Agents or Administrative Agent.....84
         11.5     Notice of Default..........................................85
         11.6     Non-Reliance on Syndication Agents, Administrative
                  Agent and Other Lenders....................................85
         11.7     Indemnification............................................86
         11.8     Syndication Agent and Administrative Agent in its
                  Individual Capacity........................................86


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         11.9     Successor Syndication Agent or Administrative Agent........86
         11.10    Issuing Lender as Issuer of Letters of Credit..............87

SECTION 12.  MISCELLANEOUS...................................................87

         12.1     Amendments and Waivers.....................................87
         12.2     Notices....................................................88
         12.3     No Waiver; Cumulative Remedies.............................89
         12.4     Survival of Representations and Warranties.................89
         12.5     Payment of Expenses........................................89
         12.6     Successors and Assigns; Participations; Purchasing Lenders.91
         12.7     Adjustments; Set-off.......................................94
         12.8     Counterparts...............................................95
         12.9     Integration................................................95
         12.10    GOVERNING LAW; NO THIRD PARTY RIGHTS.......................95
         12.11    SUBMISSION TO JURISDICTION; WAIVERS........................96
         12.12    Acknowledgements...........................................96
         12.13    USA Patriot Act............................................97





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SCHEDULES:

Schedule 1A                Commitment Amounts
Schedule 1B                Existing Money Market Funds
Schedule 4.3               Existing Letters of Credit
Schedule 6.10(a)           Domestic Subsidiaries
Schedule 6.10(b)           Foreign Subsidiaries
Schedule 6.11              Leasehold Interests
Schedule 9.2               Existing Indebtedness
Schedule 9.3               Existing Liens
Schedule 9.4               Contingent Obligations
Schedule 9.6               Permitted Asset Sales
Schedule 9.7               Investments, Loans and Advances
Schedule 9.10              Transactions with Affiliates


EXHIBITS:

Exhibit A                  Form of Company Pledge Agreement
Exhibit B-1                Form of Company Closing Certificate (Secretary)
Exhibit B-2                Form of Company Closing Certificate (Officer)
Exhibit C                  Form of Assignment and Acceptance
Exhibit D                  Form of Mortgage (Owned Property)
Exhibit E                  Security Agreement
Exhibit F                  Form of Subordination Terms and Conditions of
                           Intercompany Note


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                  CREDIT AGREEMENT, dated as of July 26, 2006 among BE
Aerospace, Inc., a Delaware corporation (the "Company"), the several lenders
from time to time parties hereto (the "Lenders"), JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), and the Syndication Agents (as hereinafter defined).

                              W I T N E S S E T H:

                  WHEREAS, the Company seeks to (x) repurchase all or a portion
of the Company's 8 1/2% Senior Notes due 2010 (the "Refinancing") through the
Tender Offer (as defined herein), (y) pay fees, commissions and expenses in
connection therewith and (z) obtain financing to provide for the ongoing working
capital requirements and other general corporate purposes of the Company and its
subsidiaries; and

                  WHEREAS, in order to finance the Refinancing and to pay
related fees and expenses, and for the other purposes described herein, the
Company has requested that the Lenders enter into this Agreement and make the
loans and issue and participate in the letters of credit provided for herein;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Company, the Lenders, the Administrative Agent,
and the Syndication Agents hereby agree as follows:

                  SECTION 1.  DEFINITIONS
                              -----------

        1.1      Defined Terms.  As used in this Agreement, the terms defined in
the preamble or recitals hereto shall have the meanings set forth therein, and
the following terms shall have the following meanings:

                  "ABR": for any day, a rate per annum (rounded upwards, if
         necessary, to the next 1/16 of 1%) equal to the greater of (a) the
         Prime Rate in effect on such day, and (b) the Federal Funds Effective
         Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime
         Rate" shall mean the rate of interest per annum publicly announced from
         time to time by JPMCB as its prime rate in effect at its principal
         office in New York City (the Prime Rate not being intended to be the
         lowest rate of interest charged by JPMCB in connection with extensions
         of credit to debtors); and "Federal Funds Effective Rate" shall mean,
         for any day, the weighted average of the rates on overnight federal
         funds transactions with members of the Federal Reserve System arranged
         by federal funds brokers, as published on the next succeeding Business
         Day by the Federal Reserve Bank of New York, or, if such rate is not so
         published for any day which is a Business Day, the average of the
         quotations for the day of such transactions received by the
         Administrative Agent from three federal funds brokers of recognized
         standing selected by it. If for any reason the Administrative Agent
         shall have determined (which determination shall be conclusive absent
         manifest error) that it is unable to ascertain the Federal Funds
         Effective Rate, for any reason, including the inability or failure of
         the Administrative Agent to obtain sufficient quotations in accordance
         with the terms hereof, the ABR shall be determined without regard to
         clause (b) of the first sentence of this definition, as appropriate,
         until the circumstances giving rise to such inability no longer exist.
         Any


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         change in the ABR due to a change in the Prime Rate or the Federal
         Funds Effective Rate shall be effective as of the opening of business
         on the effective day of such change in the Prime Rate or the Federal
         Funds Effective Rate, respectively.

                  "ABR Loans":  Loans whose interest rate is based on the ABR.

                  "Additional Collateral Documents": as defined in Section 8.10.

                  "Additional Commitments": as defined in Section 3.1.

                  "Additional Commitments Effective Date": as defined in Section
                  3.5.

                  "Additional Facility Amendment": as defined in Section 3.4.

                  "Additional  Facility Closing Date": as defined in Section 3.6

                  "Additional Lender": as defined in Section 3.3.

                  "Additional Term Commitment": as defined in Section 3.1.

                  "Additional Term Loan Commitment Percentage": as to any
         Lender, the percentage which such Lender's Additional Term Loans
         constitute of the aggregate then outstanding principal amount of
         Additional Term Loans.

                  "Additional Term Loan Tranche": as defined in Section 3.1.

                  "Additional Term Loans": as defined in Section 3.1.

                  "Administrative Agency Fee Letter" the letter, dated July 10,
         2006, between the Company and the Administrative Agent, setting forth
         the administrative agency fee for this Credit Agreement.

                  "Administrative Agent": as defined in the preamble hereto.

                  "Affiliate": of any Person (a) any Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with such Person, or (b) any
         Person who is a director or officer of (i) such Person, (ii) any
         Subsidiary of such Person or (iii) any Person described in clause (a)
         above. For purposes of this definition, "control" of a Person shall
         mean the power, direct or indirect, either to (i) vote 10% or more of
         the securities having ordinary voting power for the election of
         directors of such Person, or (ii) direct or cause the direction of the
         management and policies of such Person whether by contract or
         otherwise.

                  "Agents": collective reference to the Syndication Agents, the
         Administrative Agent and the Collateral Agent.

                  "Aggregate Revolving Credit Extensions of Credit": at any
         particular time, the sum of (a) the aggregate then outstanding
         principal amount of the Revolving Credit


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                                                                               3

         Loans, (b) the aggregate amount then available to be drawn under all
         outstanding Letters of Credit and (c) the aggregate amount of Revolving
         L/C Obligations.

                  "Agreement": this Credit Agreement, as amended, supplemented
         or otherwise modified from time to time.

                  "Applicable Level": as of any day, Level 1, Level 2, Level 3,
         or Level 4 below, whichever is applicable on such day, with each new
         Level to take effect on the day following the delivery to the
         Administrative Agent by the Company of the financial statements
         referred to in subsection 8.1(a) or (b), as the case may be, and the
         related certificate of a Responsible Officer on behalf of the Company
         referred to in subsection 8.2(b), indicating the ratio of Consolidated
         Total Indebtedness as of the end of the period covered by such
         financial statements to Consolidated EBITDA for the period covered by
         such financial statements:

                                   Ratio of Consolidated Total Indebtedness
                                   to Consolidated EBITDA
                                   ----------------------

                  Level 1          Greater than or equal to 4.5 to 1.0

                  Level 2          Greater than or equal to 3.5 to 1.0 but less
                                   than 4.5 to 1.0

                  Level 3          Greater than or equal to 2.5 to 1.0 but less
                                   than 3.5 to 1.0

                  Level 4          Less than 2.5 to 1.0


         provided, however, that, in the event that the financial statements
         required to be delivered pursuant to subsection 8.1(a) or 8.1(b) and
         the related certificate of a Responsible Officer on behalf of the
         Company referred to in subsection 8.2(b) are not delivered when due,
         then during the period from the date upon which such financial
         statements and certificate were required to be delivered until the date
         upon which they actually are delivered, the Applicable Level shall be
         Level 1; and provided further that at all times during which a Default
         or an Event of Default shall have occurred and be continuing, the
         Applicable Level shall be Level 1.

                  "Applicable Margin": (a) for each Revolving Credit Loan and
         Swing Line Loan for each day (i) from the Closing Date until the date
         on which the Applicable Level is determined for the fiscal quarter
         ending December 31, 2006, 0.75% per annum in the case of ABR Loans
         (including all Swing Line Loans) and 1.75% per annum in the case of
         Eurodollar Loans, and (ii) thereafter, the rate per annum for the
         relevant Type of such Loan set forth below opposite the Applicable
         Level in effect on such day:


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                                        ABR Loan               Eurodollar Loan
                                        --------               ---------------

                   Level 1              1.00%                  2.00%
                   Level 2              0.75%                  1.75%
                   Level 3              0.50%                  1.50%
                   Level 4              0.25%                  1.25%

         and (b) for each Tranche B Term Loan for each day (i) from the Closing
         Date until the date on which the Applicable Level is determined for the
         fiscal quarter ending December 31, 2006, 1.00% per annum in the case of
         ABR Loans and 2.00% per annum in the case of Eurodollar Loans, and (ii)
         thereafter, the rate per annum for the relevant Type of such Loan set
         forth below opposite the Applicable Level in effect on such day:

                                        ABR Loan               Eurodollar Loan
                                        --------               ---------------

                   Level 1              1.25%                  2.25%
                   Level 2              1.00%                  2.00%
                   Level 3              0.75%                  1.75%
                   Level 4              0.50%                  1.50%

         The Applicable Margin for each Additional Term Loan shall be determined
         in accordance with Section 4 of this Agreement; provided that the
         Applicable Margin for Revolving Credit Loans and Tranche B Term Loans
         may be adjusted as a result thereof according to Section 4 of this
         Agreement.

                  "Asset Sale": any sale, sale-leaseback, assignment,
         conveyance, transfer or other disposition by the Company or any
         Subsidiary thereof of any of its property or assets, including the
         stock of any Subsidiary of the Company (except sales, sale-leasebacks,
         assignments, conveyances, transfers and other dispositions permitted by
         clauses (a), (b), (c), (d) and (e) of subsection 9.6).

                  "Assignee": as defined in subsection 12.6(c).

                  "Assignment and Acceptance": an Assignment and Acceptance
         substantially in the form of Exhibit C hereto.

                  "ATS": shall mean Advanced Thermal Sciences Corporation Inc.,
         a Delaware corporation.

                  "Available Revolving Credit Commitment": as to any Lender, at
         a particular time, an amount equal to the excess, if any, of (a) the
         amount of such Lender's Revolving Credit Commitment at such time less
         (b) the sum of (i) the aggregate unpaid principal amount at such time
         of all Revolving Credit Loans made by such Lender pursuant to
         subsection 4.1, (ii) such Lender's L/C Participating Interest in the
         aggregate amount available to be drawn at such time under all
         outstanding Letters of Credit, (iii) such Lender's Revolving Credit
         Commitment Percentage of the aggregate outstanding amount of Revolving
         L/C Obligations and (iv) such Lender's Revolving Credit Commitment


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         Percentage of the aggregate unpaid principal amount at such time of all
         Swing Line Loans, provided that for purposes of calculating Available
         Revolving Credit Commitments pursuant to subsection 5.9 the amount
         referred to in this clause (iv) shall be zero; collectively, as to all
         the Lenders, the "Available Revolving Credit Commitments".

                  "Available Tranche B Term Loan Commitment": as to any Lender,
         at a particular time prior to September 30, 2006, an amount equal to
         the excess, if any, of (a) the amount of such Lender's Tranche B Term
         Loan Commitment at such time less (b) the aggregate principal amount of
         all Tranche B Term Loans theretofore made by such Lender pursuant to
         section 2; collectively, as to all the Lenders, the "Available Tranche
         B Term Loan Commitments".

                  "Benefitted Lender": as defined in subsection 12.7 hereof.

                  "Board": the Board of Governors of the Federal Reserve System
         of the United States (or any successor).

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to (a) subsection 4.7 or 5.1 as a date on which the Company
         requests JPMCB to make Swing Line Loans or the Lenders to make
         Revolving Credit Loans, Tranche B Term Loans or Additional Term Loans
         hereunder or (b) subsection 4.5 as a date on which the Company requests
         the Issuing Lender to issue a Letter of Credit hereunder.

                  "Business Day": when such term is used in connection with (a)
         a Eurodollar Loan, any day (other than a Saturday or a Sunday) on which
         (i) the London interbank market is open for general banking business
         and (ii) banks in New York City are open for general banking business
         and (b) an ABR Loan, any day (other than a Saturday or Sunday) on which
         banks in New York City are open for general banking business.

                  "Capital Expenditures": for any period, all amounts (other
         than those arising from the acquisition or lease of businesses and
         assets which are permitted by subsection 9.7) which are set forth on
         the Company's consolidated statement of cash flows for such period as
         "purchases of property and equipment" in accordance with GAAP.

                  "Capital Lease": of any Person, any lease of (or other
         arrangement conveying the right to use) property (whether real,
         personal or mixed) by such Person as lessee which would, in accordance
         with GAAP, be required to be accounted for as a capital lease on the
         balance sheet of such Person.

                  "Cash Equivalents": (i) securities issued or directly and
         fully guaranteed or insured by the United States Government or any
         agency or instrumentality thereof having maturities of not more than
         one year from the date of acquisition, (ii) certificates of deposit and
         Eurodollar time deposits with maturities of one year or less from the
         date of acquisition, bankers' acceptances with maturities not exceeding
         one year and overnight bank deposits, in each case, with any Lender or
         with any domestic commercial bank having capital and surplus in excess
         of $500,000,000, (iii) repurchase obligations with a term of not more
         than 30 days for underlying securities of the types described in
         clauses


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         (i) and (ii) entered into with any financial institution meeting the
         qualifications specified in clause (ii) above, (iv) commercial paper
         issued by any Lender, the parent corporation of any Lender or any
         Subsidiary of such Lender's parent corporation, and commercial paper
         rated at least A-2 or the equivalent thereof by Standard & Poor's
         Rating Group or at least P-2 or the equivalent thereof by Moody's
         Investors Service, Inc. and in each case maturing within one year after
         the date of acquisition thereof, (v) money market funds that (x) comply
         with the criteria set forth in Securities and Exchange Commission Rule
         2a-7 under the Investment Company Act of 1940, (y) are rated AA by S&P
         and Aa by Moody's and (z) have portfolio assets of at least
         $5,000,000,000; (vi) money market funds existing on the Closing Date
         that are listed on Schedule 1B; and (vii) in the case of Foreign
         Subsidiaries, investments that are substantially equivalent to the
         foregoing investments described in clauses (i) through (v) above that
         are available in the currency of the jurisdiction in which such Foreign
         Subsidiary is organized.

                  "Cash on Hand" means, with respect to any Person on any day,
         the sum of the amount of cash and Cash Equivalents of such Person and
         its consolidated Subsidiaries, as set forth on the balance sheet of
         such Person and its consolidated Subsidiaries, as of such day (it being
         understood that such amount shall exclude in any event any cash and
         Cash Equivalents identified on such balance sheet as "restricted"
         (other than cash or Cash Equivalents which are subject to a perfected
         security interest under the Collateral Documents) or otherwise subject
         to a security interest in favor of any other Person (other than
         security interests under the Collateral Documents and non-consensual
         Liens permitted under Section 9.3)).

                  "Casualty": any casualty, loss, damage, destruction or other
         similar loss with respect to real or personal property or improvements.

                  "Change in Law": with respect to any Lender, the adoption of
         any law, rule, regulation, policy, guideline or directive (whether or
         not having the force of law) or any change therein or in the
         interpretation or application thereof by any Governmental Authority,
         including, without limitation, the issuance of any final rule,
         regulation or guideline by any regulatory agency having jurisdiction
         over such Lender or, in the case of subsection 5.12(b) or 5.20(b), any
         corporation controlling such Lender, in each case, after the date such
         Lender becomes a party to this Agreement.

                  "Change of Control": means the occurrence of any of the
         following events:

                           (a) any "person" or "group" (as such terms are used
         in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
         amended, and the rules and regulations promulgated thereunder (the
         "Exchange Act")) has become the "beneficial owner" (as defined in Rules
         13d-3 and 13d-5 under the Exchange Act, except that a person or group
         shall be deemed to have "beneficial ownership" of all securities that
         any such person or group has the right to acquire, whether such right
         is exercisable immediately or only after the passage of time (such
         right, an "option right")), directly or indirectly, by way of merger,
         consolidation or otherwise, of 35% or more (on a fully-diluted basis
         after giving effect to the conversion and exercise of all outstanding
         rights, warrants, options, convertible securities, exchangeable
         securities, indebtedness or other rights, in each case


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         exercisable for or convertible or exchangeable into, directly or
         indirectly, Equity Interests of the Company or securities exercisable
         for or convertible or exchangeable into Equity Interests of the
         Company, whether at the time of issuance or upon the passage of time or
         the occurrence of some future event (whether or not such securities are
         then currently convertible or exercisable and talking into account all
         such securities that such "person" or "group" has the right to acquire
         pursuant to any option right)) of the Equity Interests of the Company
         having ordinary power to vote in the election of members of the board
         of directors of the Company (irrespective of whether, at the time,
         Equity Interests of any other class or classes of the Company shall
         have or might have voting power by reason of the happening of any
         contingency);

                           (b) during any period of 12 consecutive months, a
         majority of the members of the board of directors or other equivalent
         governing body of the Company cease to be composed of individuals (A)
         who were members of that board or equivalent governing body on the
         first day of such period, (B) whose election or nomination to that
         board or equivalent governing body was approved by individuals referred
         to in clause (A) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body or (C) whose election or nomination to that board or other
         equivalent governing body was approved by individuals referred to in
         clauses (A) and (B) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body (excluding, in the case of both clause (B) and clause (C), any
         individual whose initial nomination for, or assumption of office as, a
         member of that board or equivalent governing body occurs as a result of
         an actual or threatened solicitation of proxies or consents for the
         election or removal of one or more directors by any person or group
         other than a solicitation for the election of one or more directors by
         or on behalf of the board of directors); or

                           (c) if any of the Existing Senior Notes and/or
         Existing Senior Subordinated Notes are then outstanding, a "change of
         control" or comparable term in any document pertaining to the Existing
         Senior Notes and/or Existing Senior Subordinated Notes, as applicable,
         occurs.

                  "Closing Date": the date on which each of the conditions
         precedent to the effectiveness of this Agreement contained in
         subsection 7.1 has been either satisfied or waived, and the initial
         Loans are made hereunder, in accordance with the terms and provisions
         of subsection 7.1.

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

                  "Collateral": all of the "Collateral" referred to in the
         Collateral Documents and all of the other property and assets that are
         or are required under the terms hereof or of the Collateral Documents
         to be subject to Liens in favor of the Collateral Agent for the benefit
         of the Secured Parties.

                  "Collateral Agent": JPMCB, in its capacity as collateral agent
         for the Secured Parties, and its successor or successors in such
         capacity.


<PAGE>

                                                                               8

                  "Collateral Documents": collectively, the Security Agreement,
         the Company Pledge Agreement, each Depositary Bank Agreement, each
         Mortgage, any Additional Collateral Documents, any additional pledges,
         security agreements, patent, trademark or copyright filings or
         mortgages that create or purport to create a Lien in favor of the
         Collateral Agent for the benefit of the Secured Parties and any
         instruments of assignment, control agreements, lockbox letters or other
         instruments or agreements executed pursuant to the foregoing.

                  "Commitment Percentage": with respect to any Lender, any of
         the (i) Tranche B Term Loan Commitment Percentage, (ii) Revolving
         Credit Commitment Percentage, and (iii) Additional Term Loan Commitment
         Percentage, of such Lender.

                  "Commitments": the collective reference to the Tranche B Term
         Loan Commitments, the Revolving Credit Commitments, the Swing Line
         Commitment, and any Additional Commitments, if any; individually, a
         "Commitment".

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Company within the
         meaning of Section 4001 of ERISA or is part of a group which includes
         the Company and which is treated as a single employer under Section 414
         of the Code.

                  "Company": as defined in the preamble.

                  "Company Pledge Agreement": the pledge agreement to be made by
         the Company in favor of the Administrative Agent, for the ratable
         benefit of the Secured Parties, substantially in the form of Exhibit A,
         as the same may be amended, supplemented or otherwise modified in
         accordance with its terms from time to time (it being understood and
         agreed that, notwithstanding anything that may be to the contrary
         herein, the Company Pledge Agreement shall not require the Company to
         pledge (w) any of the outstanding capital stock of, or other equity
         interests in, any Subsidiary of the Company which is owned by another
         Subsidiary of the Company, (x) more than 65% of the outstanding capital
         stock of, or other equity interests in, any Foreign Subsidiary owned
         directly by the Company, unless, in the case of this clause (x), the
         granting of such security will not result in adverse tax consequences
         to the Company, (y) any of the outstanding capital stock of, or other
         equity interests in, ATS or (z) any of the outstanding capital stock
         of, or other equity interests, in any Subsidiary where such pledge
         would (i) be prohibited by applicable law, (ii) result in material
         adverse tax consequences to the Company, (iii) in the case of any
         non-wholly owned Subsidiary or joint venture existing on the Closing
         Date, result in a breach of a joint venture agreement, operating
         agreement or other similar document or agreement in the form existing
         on the Closing Date, (iv) in the case of any non-wholly owned
         Subsidiary or joint venture created or acquired after the Closing Date,
         result in a breach of a joint venture agreement, operating agreement or
         other similar document or agreement, provided that the Company shall
         use its commercially reasonable efforts to obtain all consents or take
         such other actions as may be necessary to enable the pledge of such
         capital stock or other equity interests, or (v) cause the Company to
         incur costs associated with such pledge that are excessive in
         comparison to the benefits afforded to the Lenders, as reasonably
         determined


<PAGE>

                                                                               9

         by the Administrative Agent), and provided further that to the extent
         the Company does not ultimately acquire 100% of the outstanding capital
         stock or other equity interests of any acquired or newly formed
         Subsidiary in any Permitted Acquisition, notwithstanding clause (z)(iv)
         above but except as provided in clauses (x) or (z)(i),(ii) and (v)
         above, the Collateral Agent shall receive a pledge of all outstanding
         capital stock or other equity interests of such entity held by the
         Company.

                  "Condemnation": any taking by a Governmental Authority of
         property or assets, or any part thereof or interest therein, for public
         or quasi-public use under the power of eminent domain, by reason of any
         public improvement or condemnation or in any other manner.

                  "Condemnation Award": all proceeds of any Condemnation or
         transfer in lieu thereof.

                  "Conduit Lender": any special purpose corporation organized
         and administered by any Lender for the purpose of making Loans
         otherwise required to be made by such Lender and designated by such
         Lender in a written instrument, subject to the consent of the
         Administrative Agent and the Company (which consent shall not be
         unreasonably withheld, delayed or conditioned); provided, that the
         designation by any Lender of a Conduit Lender shall not relieve the
         designating Lender of any of its obligations to fund a Loan under this
         Agreement if, for any reason, its Conduit Lender fails to fund any such
         Loan, and the designating Lender (and not the Conduit Lender) shall
         have the sole right and responsibility to deliver all consents and
         waivers required or requested under this Agreement with respect to its
         Conduit Lender, and provided, further, that no Conduit Lender shall (a)
         be entitled to receive any greater amount pursuant to subsection 5.12,
         5.19, 5.20 or 5.21 than the designating Lender would have been entitled
         to receive in respect of the extensions of credit made by such Conduit
         Lender or (b) be deemed to have any Commitment.

                  "Consolidated Cash Interest Expense": for any four-quarter
         period of the Company and its Subsidiaries, the amount of Consolidated
         Interest Expense paid or required to be paid in cash during such
         four-quarter period.

                  "Consolidated Current Assets": at any particular date, all
         amounts which would, in conformity with GAAP, be reflected under
         current assets on a consolidated balance sheet of the Company and its
         Subsidiaries as at such date excluding cash and Cash Equivalents.

                  "Consolidated Current Liabilities": at any particular date,
         all amounts which would, in conformity with GAAP, be reflected under
         current liabilities on a consolidated balance sheet of the Company and
         its Subsidiaries as at such date excluding the current portion of any
         Indebtedness (including the Loans).

                  "Consolidated EBITDA": for any period for the Company and its
         consolidated Subsidiaries, the sum of:


<PAGE>

                                                                              10

                  (i) Consolidated Net Income for such period (excluding
         therefrom any unusual or extraordinary items of gain or loss); plus

                  (ii) without duplication, those amounts which, in the
         determination of Consolidated Net Income for such period, have been
         deducted for:

                           (A) Consolidated Interest Expense;

                           (B) provisions for Federal, state, local and foreign
                               income, value added and similar taxes;

                           (C) depreciation, amortization (including, without
                               limitation, amortization of goodwill and other
                               intangible assets), impairment of goodwill and
                               other non-cash charges or expenses (excluding any
                               such non-cash charge or expense to the extent
                               that it represents amortization of a prepaid cash
                               expense that was paid in a prior period);

                           (D) non-cash compensation expense, or other
                               non-cash expenses or charges, arising from the
                               granting of stock options, the granting of stock
                               appreciation rights and similar arrangements
                               (including any repricing, amendment,
                               modification, substitution or change of any such
                               stock option, stock appreciation rights or
                               similar arrangements);

                           (E) any financial advisory fees, underwriting
                               fees, accounting fees, legal fees and other
                               similar advisory and consulting fees and related
                               out-of-pocket expenses of the Company and its
                               Subsidiaries incurred as a result of the Tender
                               Offer, the Refinancing, and this Credit Agreement
                               and deducted from net income during the period
                               ending September 30, 2006;

                           (F) any financial advisory fees, underwriting
                               fees, accounting fees, legal fees and other
                               similar advisory and consulting fees and related
                               out-of-pocket expenses of the Company and its
                               Subsidiaries incurred as a result of any issuance
                               or incurrence of Indebtedness permitted pursuant
                               to this Agreement;

                           (G) any (x) financial advisory fees, accounting
                               fees, legal fees and other similar advisory and
                               consulting fees and related out-of-pocket
                               expenses, and (y) all cash and non-cash
                               restructuring and integration charges, costs, and
                               expenses, in each case incurred by the Company
                               and its Subsidiaries as a result of any Permitted
                               Acquisition and deducted from net income during
                               the fiscal quarter during which such Permitted
                               Acquisition is completed, and in the case of
                               items describe in clause (y) above, which are
                               factually supportable, identifiable and
                               documented and which are not objected to by the
                               Administrative Agent; minus


<PAGE>

                                                                              11

                  (iii) any amount which, in the determination of Consolidated
         Net Income for such period, has been added for any non-cash income or
         non-cash gains, all as determined in accordance with GAAP; minus

                  (iv) the aggregate amount of cash payments made during such
         period in respect of any non-cash accrual, reserve or other non-cash
         charge or expense accounted for in a prior period which were added to
         Consolidated Net Income to determine Consolidated EBITDA for such prior
         period and which do not otherwise reduce Consolidated Net Income for
         the current period;

                  For purposes of calculating Consolidated EBITDA for any period
         of four consecutive fiscal quarters (each, a "Measurement Period")
         pursuant to any determination of the Total Leverage Ratio, the Senior
         Secured Leverage Ratio and the Interest Coverage Ratio, if during such
         period (or in the case of pro-forma calculations, during the period
         from the last day of such period to and including the date as of which
         such calculation is made) the Company or one or more of its
         Subsidiaries shall have made an Asset Disposition or a Permitted
         Acquisition, Consolidated EBITDA for such period shall be calculated
         after giving effect thereto on a pro-forma basis, giving effect to
         identifiable cost savings documented to the reasonable satisfaction of
         the Administrative Agent.

                  "Consolidated Interest Expense": for any period the sum of (i)
         the amount of interest expense, both expensed and capitalized
         (excluding amortization and write offs of debt discount and debt
         issuance costs and any other non-cash interest expense or accretions of
         discounts), net of interest income, of the Company and its
         Subsidiaries, determined on a consolidated basis in accordance with
         GAAP, for such period and (ii) dividends paid in cash during such
         period on preferred stock issued by the Company or any of its
         Subsidiaries; provided that, for purposes of calculating Consolidated
         Interest Expense for any period for determining the Total Leverage
         Ratio, the Senior Secured Leverage Ratio and the Interest Coverage
         Ratio, if during such period (or in the case of pro-forma calculations,
         during the period from the last day of such period to and including the
         date as of which such calculation is made) the Company or one or more
         of its Subsidiaries shall have made an Asset Disposition, made a
         Permitted Acquisition or incurred or discharged any Material
         Indebtedness, then Consolidated Interest Expense for such period shall
         be calculated after giving effect thereto on a pro-forma basis, giving
         effect to identifiable cost savings documented to the reasonable
         satisfaction of the Administrative Agent.

                  "Consolidated Net Income": for any period, the net income (or
         net loss) after taxes of the Company and its consolidated Subsidiaries
         for such period, determined on a consolidated basis in accordance with
         GAAP; provided that there shall be excluded from the calculation of
         Consolidated Net Income for such period (i) the income (or loss) of any
         Person in which any other Person (other than the Company or any of its
         wholly-owned consolidated Subsidiaries) has an ownership interest,
         except to the extent that any such income is actually received in cash
         by the Company or such wholly-owned consolidated Subsidiary in the form
         of dividends or other equity distributions during such period, (ii) the
         income (or loss) of any Person accrued prior to the date it becomes a
         consolidated Subsidiary of the Company or is merged with or into or
         consolidated with the Company


<PAGE>

                                                                              12


         or any of its consolidated Subsidiaries or that Person's assets are
         acquired by the Company or any of its consolidated Subsidiaries and
         (iii) the income of any Subsidiary of the Company to the extent that
         the declaration or payment of dividends or similar distributions by
         that Subsidiary of that income is not at the time permitted by
         operation of the terms of its charter or any agreement, instrument,
         judgment, decree, order, statute, rule or governmental regulation
         applicable to that Subsidiary.

                  "Consolidated Total Indebtedness": as of any date of
         determination, all Indebtedness of the Company and its Subsidiaries,
         determined on a consolidated basis in accordance with GAAP, but
         excluding any obligations in respect of hedging arrangements.

                  "Consolidated Total Secured Indebtedness": as of any date of
         determination, the aggregate outstanding principal amount of the Loans
         plus the aggregate outstanding principal amount of all other
         Consolidated Total Indebtedness of the Company and its consolidated
         Subsidiaries which is secured by any Lien on any property or assets of
         the Company on one or more of its consolidated Subsidiaries.

                  "Consolidated Working Capital": at any particular date,
         Consolidated Current Assets less Consolidated Current Liabilities.

                  "Contingent Obligation": as to any Person, any obligation of
         such Person guaranteeing or in effect guaranteeing any Indebtedness,
         ("primary obligations") of any other Person (the "primary obligor") in
         any manner, whether directly or indirectly, including, without
         limitation, any obligation of such Person, whether or not contingent
         (a) to purchase any such primary obligation or any property
         constituting direct or indirect security therefor, (b) to advance or
         supply funds (i) for the purchase or payment of any such primary
         obligation or (ii) to maintain working capital or equity capital of the
         primary obligor or otherwise to maintain the net worth or solvency of
         the primary obligor, (c) to purchase property, securities or services
         primarily for the purpose of assuring the owner of any such primary
         obligation of the ability of the primary obligor to make payment of
         such primary obligation or (d) otherwise to assure or hold harmless the
         owner of any such primary obligation against loss in respect thereof;
         provided, however, that the term Contingent Obligation shall not
         include (i) endorsements of instruments for deposit or collection in
         the ordinary course of business and (ii) any obligation resulting from
         the existence of deferred revenue, including customer deposits. The
         amount of any Contingent Obligation shall be deemed to be an amount
         equal to the stated or determinable amount (based on the maximum
         reasonably anticipated net liability in respect thereof as determined
         by the Company in good faith) of the primary obligation or portion
         thereof in respect of which such Contingent Obligation is made or, if
         not stated or determinable, the maximum reasonably anticipated net
         liability in respect thereof (assuming such Person is required to
         perform thereunder) as determined by the Company in good faith.

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         undertaking to which such Person is a party or by which it or any of
         the property owned by it is bound.


<PAGE>

                                                                              13

                  "Credit Documents": the collective reference to this
         Agreement, the Notes, the Fee Letter, the Administrative Agency Fee
         Letter, the Collateral Documents, any Additional Facility Amendment,
         and any guarantee executed and delivered pursuant to the terms of
         subsection 9.15.

                  "Credit Parties": the collective reference to the Company and
         each Subsidiary which is a party, or which at any time becomes a party,
         to a Credit Document.

                  "Default": any of the events specified in Section 10, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, has been satisfied.

                  "Depositary Bank Agreement": an agreement between a Credit
         Party and any bank or other depositary institution, substantially in
         the form of Exhibit C to the Security Agreement or otherwise in form
         and substance reasonably satisfactory to the Collateral Agent, as the
         same may be amended, modified, or supplemented from time to time.

                  "Dividend Limit": as defined in subsection 9.9(b).

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

                  "Domestic Subsidiary": any Subsidiary of the Company other
         than a Foreign Subsidiary.

                  "Eligible Assignee" means any Person that meets the
         requirements to be an assignee under Section 12.6 (subject to such
         consents, if any, as may be required thereunder).

                  "Environmental Laws": any and all applicable Federal, state,
         local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees or legally enforceable requirements of any
         Governmental Authority regulating, relating to or imposing liability or
         standards of conduct concerning human health as they relate to
         Materials of Environmental Concern or the protection of the
         environment, including without limitation, Materials of Environmental
         Concern, as now or may at any time hereafter be in effect.

                  "Environmental Permit": any permit, approval, license or other
         authorization required under any Environmental Law.

                  "Equity Interests": with respect to any Person, all of the
         shares of capital stock of (or other ownership or profit interests in)
         such Person, all of the warrants, options or other rights for the
         purchase or acquisition from such Person of shares of capital stock of
         (or other ownership or profit interests in) such Person, all of the
         securities convertible into or exchangeable for shares of capital stock
         of (or other ownership or profit interests in) such Person or warrants,
         rights or options for the purchase or acquisition from such Person of
         such shares (or such other interests), and all of the other ownership
         or profit interests in such Person (including partnership, member or
         trust interests therein), whether voting or nonvoting, and whether or
         not such shares, warrants, options, rights or other interests are
         outstanding on any date of determination.


<PAGE>

                                                                              14

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

                  "Eurodollar Lending Office": the office of each Lender which
         shall be making or maintaining its Eurodollar Loans.

                  "Eurodollar Loans": Loans at such time as they are made and/or
         being maintained at a rate of interest based upon a Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                                      LIBOR
                      -------------------------------------
                      1.00 - Eurodollar Reserve Requirement

                  "Eurodollar Reserve Requirements": for any day, as applied to
         a Eurodollar Loan, the aggregate (without duplication) of the rates
         (expressed as a decimal) of reserve requirements current on such day
         (including, without limitation, basic, supplemental, marginal and
         emergency reserves under any regulations of the Board or other
         Governmental Authority having jurisdiction with respect thereto), as
         now and from time to time hereafter in effect, dealing with reserve
         requirements prescribed for Eurodollar funding (currently referred to
         as "Eurodollar liabilities" in Regulation D of such Board) maintained
         by a member bank of the Federal Reserve System.

                  "Event of Default": any of the events specified in Section 10,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, has been satisfied.

                  "Excess Cash Flow": for any period, Consolidated EBITDA of the
         Company for such period (i) plus, without duplication, any net decrease
         in the Consolidated Working Capital of the Company and its Subsidiaries
         during such period and (ii) minus, without duplication, (a)
         Consolidated Cash Interest Expense during such period, (b) the
         principal amount of the Revolving Credit Loans paid during such period
         to the extent such payment was accompanied by a permanent reduction of
         the Revolving Credit Commitments in at least a like amount, and any
         scheduled payments or voluntary prepayments of principal on the Term
         Loans (provided that such payments shall not include mandatory
         prepayments of any Term Loans pursuant to Section 5.6 or otherwise),
         (c) taxes measured by income accrued as an expense and paid in cash
         during such period, (d) amounts paid in cash during such period in
         respect of Capital Expenditures or Permitted Acquisitions to the extent
         such Capital Expenditures or Permitted Acquisitions are not financed
         with the proceeds of Indebtedness, Net Proceeds of Asset Sales,
         Insurance Proceeds, or net proceeds of one or more issuances of Equity
         Interests (in each case other than Net Proceeds of Asset Sales or
         Insurance Proceeds, if any, to the extent such proceeds were included
         in Consolidated Net Income for the applicable period), (e) the amount
         of any payments or prepayments made during such period of principal of
         any Indebtedness (other than the Loans) permitted under subsection 9.2
         made during such period, (f) any net increase in the Consolidated
         Working Capital of the Company and its


<PAGE>

                                                                              15

         Subsidiaries during such period, excluding for this purpose cash and
         short-term investments (including Cash Equivalents) and any borrowings
         under this Agreement and any other Indebtedness included in
         Consolidated Current Liabilities in determining Consolidated Working
         Capital for such period, (g) the aggregate amount of any dividends or
         distributions permitted under Section 9.9 hereunder actually paid in
         cash by the Company or its Subsidiaries during such period, and (h) the
         amount of cash payments made during such period by the Company and its
         Subsidiaries in connection with (without duplication) clauses (ii)(E),
         (F), and (G) of the definition of Consolidated EBITDA.

                  "Excluded Taxes": with respect to the Administrative Agent,
         any Lender, any Issuing Lender or any other recipient of any payment to
         be made by or on account of any obligation of the Company hereunder,
         (i) Taxes (other than Other Taxes) imposed by any jurisdiction (or any
         political subdivision thereof) as a result of a present or former
         connection between such recipient and the jurisdiction (or political
         subdivision thereof) imposing such Taxes, other than such connection
         arising solely from such recipient having executed, delivered or
         performed its obligations or received a payment under, or enforced, any
         Credit Documents, (ii) any branch profits Taxes imposed by the United
         States or any similar Tax imposed by any other jurisdiction in which
         such recipient is organized or in which its principal office is located
         or, in the case of any Lender, in which its Lending Office is located
         and (iii) in the case of a Foreign Lender (other than an assignee
         pursuant to a request by the Company under this Agreement), any
         withholding tax that is imposed on amounts payable to such Foreign
         Lender at the time such Foreign Lender becomes a party hereto (or, as
         applicable, designates a new Lending Office or designates a Conduit
         Lender) or is attributable to such Foreign Lender's failure to comply
         with Section 5.23(e) or such Foreign Lender's inability to provide the
         forms, certificates or documentation described in Section 5.23(e) (in
         each case, other than as a result of a Change in Law) except to the
         extent that such Foreign Lender (or its assignor, if any) was entitled,
         at the time of designation of a new Lending Office or designation of a
         Conduit Lender (or assignment), to receive additional amounts from the
         Company with respect to such withholding tax pursuant to Section 5.23.

                  "Existing Senior Notes": the $175,000,000 original principal
         amount of 8.5% senior notes due 2010 issued by the Company pursuant to
         an indenture dated October 7, 2003.

                  "Existing Senior Subordinated Notes": the $250,000,000
         original principal amount of 8.875% Series A and Series B senior
         subordinated notes due 2011 issued by the Company pursuant to an
         indenture dated April 17, 2001, as the same may be amended from time to
         time.

                  "Extensions of Credit": the collective reference to Loans made
         and Letters of Credit issued under this Agreement.

                  "Facility": each of (a) the Tranche B Term Loan Commitments
         and the Tranche B Term Loans made thereunder (the "Tranche B Term
         Facility"), (b) the Revolving Credit Commitments and the extensions of
         credit made thereunder (the "Revolving


<PAGE>

                                                                              16

         Credit Facility"), and (c) the Additional Term Loan Commitments and
         Additional Term Loans (if any) made thereunder.

                  "Fee Letter" the letter, dated July 10, 2006, as between the
         Agents, the Initial Lenders, and the Company, setting forth, among
         other things, the underwriting fee for this Credit Agreement.

                  "Foreign Lender": any Lender that is organized under the laws
         of a jurisdiction other than that in which the Company is a resident
         for tax purposes. For purposes of this definition, the United States,
         each state thereof, and the District of Columbia shall be deemed to
         constitute a single jurisdiction.

                  "Foreign Subsidiary": any Subsidiary of the Company which is
         organized under the laws of any jurisdiction outside the United States
         (within the meaning of Section 7701(a)(9) of the Code).

                  "GAAP": generally accepted accounting principles in the United
         States of America in effect on the date of this Agreement.

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

                  "Indebtedness": of any Person, at any particular date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         payables or liabilities and deferred payment for services to employees
         or former employees incurred in the ordinary course of business and
         payable in accordance with customary practices and other deferred
         compensation arrangements), (b) the face amount of all letters of
         credit issued for the account of such Person and, without duplication,
         all drafts drawn thereunder, (c) all liabilities (other than Lease
         Obligations) secured by any Lien on any property owned by such Person,
         to the extent attributable to such Person's interest in such property,
         even though such Person has not assumed or become liable for the
         payment thereof, (d) obligations of such Person under Capital Leases
         and (e) all indebtedness of such Person arising under acceptance
         facilities; but excluding (x) any obligation resulting from the
         existence of deferred revenue, including customer deposits and interest
         thereon in the ordinary course of business, (y) deferred rent, and (z)
         trade and other accounts and accrued expenses payable in the ordinary
         course of business in accordance with customary trade terms and in the
         case of both clauses (x) and (z) above, which are not overdue for a
         period of more than 120 days or, if overdue for more than 120 days, as
         to which a dispute exists and adequate reserves in conformity with GAAP
         have been established on the books of such Person.

                  "Indemnified Taxes": Taxes other than Excluded Taxes and Other
         Taxes.

                  "Initial Lenders": UBS Loan Finance LLC, Credit Suisse, Cayman
         Islands Branch, and JP Morgan Chase Bank, N.A.


<PAGE>

                                                                              17

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

                  "Insurance Proceeds": all insurance proceeds (other than
         proceeds of business interruption insurance to the extent such proceeds
         constitute compensation for lost earnings), damages, awards, claims and
         rights of action with respect to any Casualty.

                  "Interest Coverage Ratio":  as defined in subsection 9.1(b).

                  "Interest Payment Date": (a) as to ABR Loans, the last day of
         each March, June, September and December, commencing on the first such
         day to occur after any ABR Loans are made or any Eurodollar Loans are
         converted to ABR Loans, (b) as to any Eurodollar Loan in respect of
         which the Company has selected an Interest Period of one, two or three
         months (or any shorter period as agreed by the Lenders), the last day
         of such Interest Period, (c) as to any Eurodollar Loan in respect of
         which the Company has selected an Interest Period in excess of three
         months (as may be agreed by the Lenders), the day which is three months
         after the date on which such Eurodollar Loan is made or an ABR Loan is
         converted to such a Eurodollar Loan, the first day of any subsequent
         three-month period and the last day of such Interest Period, (d) as to
         any Term Loan, each day on which principal of such Term Loan is payable
         and (e) in the case of Revolving Credit Loans, the Revolving Credit
         Termination Date.

                  "Interest Period": with respect to any Eurodollar Loan:

                  (a) initially, the period commencing on, as the case may be,
         the Borrowing Date or conversion date with respect to such Eurodollar
         Loan and ending one, two, three or six months thereafter (or such
         shorter or longer periods as the Lenders of the applicable tranche of
         Loans may agree) as selected by the Company in its notice of borrowing
         as provided in subsection 5.1 or its notice of conversion as provided
         in subsection 5.3; and

                  (b) thereafter, each period commencing on the last day of the
         next preceding Interest Period applicable to such Eurodollar Loan and
         ending one, two, three or six months thereafter (or such shorter or
         longer periods as the Lenders of the applicable tranche of Loans may
         agree) as selected by the Company by irrevocable notice to the
         Administrative Agent no later than 1:00 P.M. New York City time three
         Business Days prior to the last day of the then current Interest Period
         with respect to such Eurodollar Loan; provided that the foregoing
         provisions relating to Interest Periods are subject to the following:

                           (i) if any Interest Period would otherwise end on a
                  day which is not a Business Day, that Interest Period shall be
                  extended to the next succeeding Business Day, unless the
                  result of such extension would be to carry such Interest
                  Period into another calendar month, in which event such
                  Interest Period shall end on the immediately preceding
                  Business Day;

                           (ii) any Interest Period with respect to any
                  Revolving Credit Loan that would otherwise extend beyond the
                  Revolving Credit Termination Date, shall end


<PAGE>

                                                                              18

                  on the Revolving Credit Termination Date, or if the Revolving
                  Credit Termination Date shall not be a Business Day, on the
                  next preceding Business Day;

                           (iii) if the Company shall fail to give notice as
                  provided above in clause (b), it shall be deemed to have
                  selected a conversion of a Eurodollar Loan into an ABR Loan
                  (which conversion shall occur automatically and without need
                  for compliance with the conditions for conversion set forth in
                  subsection 5.3); and

                           (iv) any Interest Period that begins on the last day
                  of a calendar month (or on a day for which there is no
                  numerically corresponding day in the calendar month at the end
                  of such Interest Period) shall end on the last Business Day of
                  a calendar month.

                  "Issuing Lender": JPMCB or any other Lender (or their
         respective Affiliates) which agrees to be an Issuing Lender and is
         designated by the Company and the Administrative Agent as an Issuing
         Lender, as issuer of Letters of Credit.

                  "Joint Lead Arrangers": J.P. Morgan Securities Inc., UBS
         Securities LLC and Credit Suisse Securities (USA) LLC.

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

                  "Laws": collectively, all international, foreign, Federal,
         state and local statutes, treaties, rules, guidelines, regulations,
         ordinances, codes and administrative or judicial precedents or
         authorities, including the interpretation or administration thereof by
         any Governmental Authority charged with the enforcement, interpretation
         or administration thereof, and all applicable administrative orders,
         directives, requests, licenses, authorizations and permits of, and
         agreements with, any Governmental Authority, in each case whether or
         not having the force of Law.

                  "L/C Application": a letter of credit application in the
         Issuing Lender's then customary form for the type of letter of credit
         requested.

                  "L/C Disbursement": a payment made by an Issuing Lender
         pursuant to a Letter of Credit.

                  "L/C Participating Interest": an undivided participating
         interest in the face amount of each issued and outstanding Letter of
         Credit and the L/C Application relating thereto.

                  "Lease Obligations": of the Company and its Subsidiaries, as
         of the date of any determination thereof, the rental commitments of the
         Company and its Subsidiaries determined on a consolidated basis, if
         any, under Operating Leases (net of rental commitments from sub-leases
         thereof).

                  "Leaseholds": with respect to any Person, all of the right,
         title and interest of such Person as lessee or licensee in, to and
         under leases or licenses of land, improvements and/or fixtures.


<PAGE>

                                                                              19

                  "Lender Affiliate": (a) any Affiliate of any Lender, (b) any
         Person that is administered or managed by any Lender and that is
         engaged in making, purchasing, holding or otherwise investing in
         commercial loans and similar extensions of credit in the ordinary
         course of its business and (c) with respect to any Lender which is a
         fund that invests in commercial loans and similar extensions of credit,
         any other fund that invests in commercial loans and similar extensions
         of credit and is managed or advised by the same investment advisor as
         such Lender or by an Affiliate of such Lender or investment advisor.

                  "Lenders": as defined in the preamble hereto.

                  "Lending Office": with respect to any Lender, (i) with respect
         to its ABR Loans, the office of such Lender which will be making or
         maintaining its ABR Loans and (ii) with respect to its Eurodollar
         Loans, its Eurodollar Lending Office.

                  "Letter of Credit": a letter of credit issued by an Issuing
         Lender pursuant to the terms of subsection 4.3.

                  "LIBOR": means, for any Interest Period with respect to any
         Eurodollar Loan:

                           (a) the rate per annum equal to the rate determined
                  by the Administrative Agent to be the offered rate that
                  appears on the page of the Reuters screen (or any successor
                  thereto) that displays an average British Bankers Association
                  Interest Settlement Rate for deposits in Dollars (for delivery
                  on the first day of such Interest Period) with a term
                  equivalent to such Interest Period, determined as of
                  approximately 11:00 a.m. (London time) two (2) Business Days
                  prior to the first day of such Interest Period, or

                           (b) if the rate referenced in the preceding clause
                  (a) does not appear on such page or service or such page or
                  service call shall not be available, the rate per annum equal
                  to the rate determined by the Administrative Agent to be the
                  offered rate on such other page or other service that displays
                  an average British Bankers Association Interest Settlement
                  Rate for deposits in Dollars (for delivery on the first day of
                  such Interest Period) with a term equivalent to such Interest
                  Period, determined as of approximately 11:00 a.m. (London
                  time) two (2) Business Days prior to the first day of such
                  Interest Period, or

                           (c) if the rates referenced in the preceding clauses
                  (a) and (b) are not available, the rate per annum determined
                  by the Administrative Agent as the rate of interest at which
                  deposits in Dollars for delivery on the first day of such
                  Interest Period in Same Day Funds in the approximate amount of
                  the Eurodollar Loan being made, continued or converted by
                  JPMCB and with a term equivalent to such Interest Period would
                  be offered by JPMCB's London Branch to major banks in the
                  London interbank eurodollar market at their request at
                  approximately 4:00 p.m. (London time) two (2) Business Days
                  prior to the first day of such Interest Period.


<PAGE>


                                                                              20

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), or
         preference, priority or other security agreement or preferential
         arrangement of any kind or nature whatsoever (including, without
         limitation, any conditional sale or other title retention agreement,
         any financing lease having substantially the same economic effect as
         any of the foregoing, and the filing of any financing statement under
         the Uniform Commercial Code or comparable law of any jurisdiction in
         respect of any of the foregoing, except for the filing of financing
         statements in connection with Lease Obligations to the extent that such
         financing statements relate to the property subject to such Lease
         Obligations).

                  "Loans": the collective reference to the Tranche B Term Loans,
         the Revolving Credit Loans, the Swing Line Loans, and the Additional
         Term Loans, if any; individually, a "Loan".

                  "Material Adverse Effect": (a) a material adverse effect on
         the business, financial condition, assets, or results of operations of
         the Company and its Subsidiaries taken as a whole, (b) a material
         impairment of the ability of the Company and the other Credit Parties,
         taken as a whole, to perform any of its obligations under any Credit
         Document to which it is a party, (c) a material impairment of the
         rights and remedies of the Lenders under any Credit Document or (d) a
         material adverse effect upon the legality, validity, binding effect or
         enforceability against any Credit Party of any Credit Documents to
         which it is a party.

                  "Material Indebtedness": any Indebtedness of the Company or
         any of its Subsidiaries in a principal amount equal to or greater than
         $20,000,000.

                  "Materials of Environmental Concern": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation, medical waste and radioactive materials,
         in each case, as regulated by any applicable Environmental Laws.

                  "Measurement Period": as defined in the definition of
         "Consolidated EBITDA".

                  "Mortgage": in the case of owned real property interests, a
         mortgage or deed of trust, substantially in the form of, or otherwise
         substantially identical in substance to, the provisions of Exhibit D
         hereto, among any Credit Party, the Collateral Agent and one or more
         trustees, as the same may be amended, modified or supplemented from
         time to time.

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

                  "Net Proceeds": (a) with respect to an Asset Sale, the
         aggregate cash proceeds received by the Company or any Subsidiary of
         the Company in respect of such Asset Sale, and any cash payments
         received in respect of promissory notes or other non-cash consideration
         delivered to the Company or such Subsidiary in respect of an Asset
         Sale, net of (without duplication) (i) the reasonable expenses
         (including legal fees and brokers'


<PAGE>

                                                                              21

         and underwriters' commissions paid to third parties which are not
         Affiliates or Subsidiaries of the Company) incurred in effecting such
         Asset Sale, (ii) any taxes reasonably attributable to such Asset Sale
         and, in case of an Asset Sale in a foreign jurisdiction, any taxes
         reasonably attributable to the repatriation of the proceeds of such
         Asset Sale reasonably estimated by the Company or such Subsidiary to be
         actually payable, (iii) any amounts payable to a Governmental Authority
         triggered as a result of any such Asset Sale, (iv) any Indebtedness or
         Contractual Obligation of the Company and its Subsidiaries (other than
         the Loans and other Obligations) required to be paid or retained in
         connection with such Asset Sale and (v) the aggregate amount of
         reserves required in the reasonable judgment of the Company or such
         Subsidiary to be maintained on the books of the Company or such
         Subsidiary in accordance with GAAP in order to pay contingent
         liabilities with respect to such Asset Sale; provided that amounts
         deducted from aggregate proceeds pursuant to clause (v) and not
         actually paid by the Company or any of its Subsidiaries in liquidation
         of such contingent liabilities shall be deemed to be Net Proceeds and
         shall be applied in accordance with subsection 5.6 at such time as such
         contingent liabilities shall cease to be obligations of the Company or
         any of its Subsidiaries; and (b) with respect to an issuance of debt or
         preferred stock, the cash proceeds received from such issuance, net of
         (i) attorneys' fees, investment banking fees, accountants' fees,
         brokers and underwriters' commissions, indemnity discounts and
         commissions and other customary fees and expenses actually incurred in
         connection therewith, and (ii) any taxes reasonably attributable to
         such debt or preferred stock issuance and, in case of a debt or
         preferred stock issuance in a foreign jurisdiction, any taxes
         reasonably attributable to the repatriation of the proceeds of such
         debt or preferred stock issuance reasonably estimated by the Company or
         such Subsidiary to be actually payable.

                  "Non-Funding Lenders": any Lender that has failed to fund any
         portion of the Loans, participation interests in Letters of Credit or
         participation interests in Swing Line Loans required to be funded by it
         hereunder within one Business Day of the date required to be funded by
         it hereunder.

                  "Note Threshold": as defined in subsection 9.6(f) hereof.

                  "Notes": the collective reference to any promissory notes
         evidencing Loans.

                  "Obligations": the unpaid principal of and interest on the
         Loans and all other obligations and liabilities of the Company to the
         Agents or any Lenders (and in the case of any interest rate, currency
         or similar swap and hedging arrangements entered into with any
         Affiliate of a Lender, such Affiliates) (including, without limitation,
         interest accruing after the maturity of the Loans and interest accruing
         after the filing of any petition in bankruptcy, or the commencement of
         any insolvency, reorganization or like proceeding, related to the
         Company, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding), whether direct or indirect,
         absolute or contingent, due or to become due, now existing or hereafter
         incurred, which may arise under, out of, or in connection with, this
         Agreement, the Loans, the other Credit Documents, any Letter of Credit
         or L/C Application, any agreements between the Company and any Lender
         relating to interest rate, currency or similar swap and hedging
         arrangements permitted


<PAGE>

                                                                              22

         pursuant to subsection 9.11 or any other document made, delivered or
         given in connection therewith, whether on account of principal,
         interest, reimbursement obligations, fees, indemnities, costs, expenses
         (including, without limitation, all fees and disbursements of counsel
         to the Agents or any Lender or any such Affiliate) or otherwise.

                  "Operating Lease": means, as applied to any Person, a lease
         (including leases which may be terminated by the lessee at any time) of
         any property (whether real, personal or mixed) by such Person as lessee
         which is not a Capital Lease.

                  "Other Taxes": means all present or future stamp or
         documentary Taxes or any other excise or property Taxes or similar
         Taxes arising from any payment made hereunder or under any other Credit
         Document or from the execution, delivery or enforcement of, or
         otherwise with respect to, this Agreement or any other Credit Document,
         but excluding property or similar Taxes other than any such property or
         similar Taxes imposed in such circumstances as a result of the Company
         or other Credit Party being organized or resident in, maintaining an
         office in, conducting business in or maintaining property located in,
         the taxing jurisdiction imposing such property or similar Taxes.

                  "Organization Documents": means: (i) with respect to any
         corporation, the certificate or articles of incorporation and the
         bylaws (or equivalent or comparable constitutive documents with respect
         to any non-United States jurisdiction); (ii) with respect to any
         limited liability company, the certificate or articles of formation or
         organization and operating agreement; and (iii) with respect to any
         partnership, joint venture, trust or other form of business entity, the
         partnership, joint venture or other applicable agreement of formation
         or organization and any agreement, instrument, filing or notice with
         respect thereto filed in connection with its formation or organization
         with the applicable Governmental Authority in the jurisdiction of its
         formation or organization and, if applicable, any certificate or
         articles of formation or organization of such entity.

                  "Participants": as defined in subsection 12.6(b).

                  "Participating Lender": any Lender (other than the Issuing
         Lender with respect to such Letter of Credit) with respect to its L/C
         Participating Interest in each Letter of Credit.

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA (or any successor).

                  "Permitted Acquisitions": non-hostile acquisitions (by merger,
         purchase or otherwise) by the Company or any of its Subsidiaries of all
         or substantially all of the assets of, or all of the shares of the
         capital stock or other Equity Interests in, a Person or division or
         line of business of a Person engaged in the same business as the
         Company and its Subsidiaries or in a related business, provided that
         immediately after giving effect thereto: (1) except for Permitted Joint
         Ventures, 100% (less the amount of such capital stock or other Equity
         Interests, if any, not exceeding 5% in the aggregate thereof,
         attributable to director qualifying shares, shares required by the
         jurisdiction of


<PAGE>

                                                                              23

         organization of such Person to be held by management or other third
         party and such additional shares the current ownership of which, at the
         time of such Permitted Acquisition, cannot, after commercially
         reasonable efforts by the Company and its Subsidiaries, be identified
         or acquired) of the outstanding capital stock or other Equity Interests
         of any acquired or newly formed corporation or other entity that
         acquires such Person, division or line of business is owned directly by
         the Company; (2) any such capital stock or other Equity Interests
         acquired shall be duly and validly pledged to the Collateral Agent for
         the ratable benefit of the Lenders (other than any capital stock of, or
         other Equity Interests in, any Foreign Subsidiary of the Company that
         is not required to be so pledged pursuant to the definition of "Company
         Pledge Agreement" or pursuant to subsection 8.10); (3) the Company
         causes any such corporation or other entity to comply with subsections
         8.10 hereof, if such subsections are applicable; (4) any such
         corporation or other entity is not liable for and the Company and its
         Subsidiaries do not assume any Indebtedness (except for Indebtedness
         permitted pursuant to subsection 9.2); (5) no Default or Event of
         Default shall have occurred and be continuing and the Company shall
         have delivered to the Administrative Agent an officers' certificate to
         such effect, together with all relevant financial information for such
         corporation or other entity or acquired assets; (6) at the time of any
         such acquisition (and after giving effect to loans, advances and
         investments in connection therewith or pursuant thereto) the Company
         (i) would be in compliance with the covenants set forth in subsection
         9.1 as of the most recently completed period of four consecutive fiscal
         quarters ending prior to such acquisition for which the financial
         statements and certificates required by subsections 8.1 and 8.2 have
         been delivered or for which comparable financial statements have been
         filed with the Securities and Exchange Commission, after giving pro
         forma effect to such transaction and to any other event occurring after
         such period as to which pro forma recalculation is appropriate
         (including any other transaction described in subsections 9.6 and 9.7
         occurring after such period) as if such acquisition had occurred as of
         the first day of such period. All pro forma calculations required to be
         made pursuant to this definition shall (i) include only those
         adjustments that are based on reasonably detailed written assumptions
         reasonably acceptable to the Administrative Agent and (ii) be certified
         to by a Responsible Officer on behalf of the Company as having been
         prepared in good faith based upon reasonable assumptions.

                  "Permitted Joint Ventures": acquisitions (by merger, purchase,
         formation of partnership, joint venture or otherwise) by the Company
         not constituting Permitted Acquisitions of interests in any of the
         assets of, or shares of the capital stock of or other Equity Interests
         in, a Person or division or line of business of a Person engaged in the
         same business as the Company or any of its Subsidiaries or in a related
         business, provided that immediately after giving effect thereto: (1)
         any outstanding capital stock or other Equity Interests of any acquired
         or newly formed corporation or other entity owned directly by the
         Company is duly and validly pledged to the Collateral Agent for the
         ratable benefit of the Lenders (other than any capital stock of, or
         other equity interests in, any Foreign Subsidiary of the Company that
         is not required to be so pledged pursuant to the definition of "Company
         Pledge Agreement" or pursuant to subsection 8.10; and (2) no Default or
         Event of Default shall have occurred and be continuing, and the Company
         shall have delivered to the Administrative Agent an officers'
         certificate to such effect,


<PAGE>

                                                                              24

         together with all relevant financial information for such corporation
         or other entity or acquired assets.

                  "Permitted Liens": any Liens permitted under Section 9.3.

                  "Permitted Uses of Proceeds": (i) payment of the consideration
         payable in or as a result of the Refinancing, including the repurchase
         or redemption of any Existing Senior Notes not tendered by any holders
         of the Existing Senior Notes in the Tender Offer, (ii) payment of the
         fees and expenses of the Refinancing and the transactions contemplated
         thereby, (iii) financing Permitted Acquisitions and Permitted Joint
         Ventures and paying related fees and expenses, and (iv) financing other
         working capital or general corporate purposes of the Company or any of
         its Subsidiaries.

                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, limited liability company,
         unincorporated association, joint venture, Governmental Authority or
         other entity of whatever nature.

                  "Plan": any pension plan which is covered by Title IV of ERISA
         and in respect of which the Company or a Commonly Controlled Entity is
         an "employer" as defined in Section 3(5) of ERISA.

                  "Pledge Agreements": the collective reference to the Company
         Pledge Agreement and any other pledge agreement entered into by a
         Credit Party and the Administrative Agent (on substantially the same
         terms as the Company Pledge Agreement) in accordance with subsection
         8.10.

                  "Pledged Collateral": as defined in the Pledge Agreements.

                  "Pledged Notes": as defined in the Pledge Agreements.

                  "Pledged Stock": as defined in the Pledge Agreements.

                  "Properties": each parcel of real property currently or
         previously owned or operated by the Company or any Subsidiary of the
         Company.

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

                  "Refinancing":  as defined in the preamble to this Agreement.

                  "Refunded Swing Line Loans":  as defined in subsection 4.7(b).

                  "Register":  as defined in subsection 12.6(d).

                  "Regulation U": Regulation U of the Board, as from time to
         time in effect.

                  "Reinvestment Funds": with respect to any Insurance Proceeds
         or any Condemnation Award, that portion of such funds as shall,
         according to a certificate of a


<PAGE>

                                                                              25


         Responsible Officer of the Company delivered to the Administrative
         Agent within 30 days after the occurrence of the Casualty or
         Condemnation giving rise thereto, be reinvested within 364 days after
         the occurrence of the Casualty or Condemnation giving rise thereto in
         the repair, restoration or replacement of the properties that were the
         subject of such Casualty or Condemnation; provided that (i) such
         certificate shall be accompanied by evidence reasonably satisfactory to
         the Administrative Agent that any property subject to such Casualty or
         Condemnation has been or will be repaired, restored or replaced to its
         condition immediately prior to such Casualty or Condemnation, (ii)
         pending such reinvestment, the entire amount of such proceeds shall be
         deposited in an account with the Collateral Agent for the benefit of
         the Secured Parties, over which the Collateral Agent shall have sole
         control and exclusive right of withdrawal, (iii) from and after the
         date of delivery of such certificate, the Company or one or more of its
         Subsidiaries shall diligently proceed, in a commercially reasonable
         manner, to complete the repair, restoration or replacement of the
         properties that were the subject of such Casualty or Condemnation as
         described in such certificate and (iv) no Event of Default shall have
         occurred and be continuing; and provided, further, that, if any of the
         foregoing conditions shall cease to be satisfied at any time, such
         funds shall no longer be deemed Reinvestment Funds and such funds shall
         immediately be applied to prepayment of the Loans in accordance with
         Section 5.6.

                  "Related Document": any agreement, certificate, document or
         instrument relating to a Letter of Credit.

                  "Reorganization": with respect to a Multiemployer Plan, the
         condition that such Plan is in reorganization as such term is used in
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA or the regulations thereunder.

                  "Required Lenders": at a particular time Lenders that hold
         more than 50% of (a) the aggregate then outstanding principal amount of
         the Tranche B Term Loans or, prior to the Closing Date, the Tranche B
         Term Loan Commitments, (b) the aggregate then outstanding principal
         amount of the Additional Term Loans or, prior to the Additional
         Facility Closing Date, the Additional Term Commitments; and (c) the
         Revolving Credit Commitments or if the Revolving Credit Commitments
         have been cancelled (i) the aggregate then outstanding principal amount
         of the Revolving Credit Loans, (ii) the L/C Participating Interests in
         the aggregate amount then available to be drawn under all outstanding
         Letters of Credit, (iii) the aggregate then outstanding principal
         amount of Revolving L/C Obligations and (iv) the aggregate amount
         represented by the agreements of the Lenders in subsections 4.7(b) and
         (c) with respect to the Swing Line Loans then outstanding.

                  "Requirement of Law": as to any Person, the Organization
         Documents of such Person, and any Law (including, without limitation,
         Environmental Laws), in each case applicable to or binding upon such
         Person or any of its property or to which such Person or any of its
         property is subject.


<PAGE>

                                                                              26

                  "Responsible Officer": the chief executive officer or the
         chief operating officer of the Company or, with respect to financial
         matters, the chief financial officer, controller, vice president -
         finance or treasurer of the Company.

                  "Restricted Payments":  as defined in subsection 9.9.

                  "Revolving Credit Commitment": as to any Lender, its
         obligations to make Revolving Credit Loans to the Company pursuant to
         subsection 4.1, and to purchase its L/C Participating Interest in any
         Letter of Credit in an aggregate amount not to exceed at any time the
         amount set forth opposite such Lender's name in Schedule 1 under the
         heading "Revolving Credit Commitment" and in an aggregate amount not to
         exceed at any time the amount equal to such Lender's Revolving Credit
         Commitment Percentage of the aggregate Revolving Credit Commitments, as
         the aggregate Revolving Credit Commitments may be reduced or adjusted
         from time to time pursuant to this Agreement; collectively, as to all
         the Lenders, the "Revolving Credit Commitments".

                  "Revolving Credit Commitment Percentage": as to any Lender at
         any time, the percentage which such Lender's Revolving Credit
         Commitment constitutes of all of the Revolving Credit Commitments (or,
         if the Revolving Credit Commitments shall have been terminated, the
         percentage of the outstanding Aggregate Revolving Credit Extensions of
         Credit and Swing Line Loans constituted by such Lender's Aggregate
         Revolving Credit Extensions of Credit and participating interest in
         Swing Line Loans).

                  "Revolving Credit Commitment Period": the period from and
         including the Closing Date to but not including the Revolving Credit
         Termination Date.

                  "Revolving Credit Loan" and "Revolving Credit Loans": as
         defined in subsection 4.1(a).

                  "Revolving Credit Termination Date": the earlier of (i) the
         date which is the fifth anniversary of the Closing Date; (ii) any other
         date on which the Revolving Credit Commitments shall terminate
         hereunder; and (iii) the date that is six months prior to the maturity
         of the Existing Subordinated Notes, the Existing Senior Notes (if any
         are still outstanding) or any other Indebtedness of the Company or any
         of its Subsidiaries consisting of debt securities issued pursuant to
         one or more public offerings or private offerings exempt from
         registration under the Securities Act of 1933, as amended, and the
         Rules and Regulations promulgated thereunder.

                  "Revolving L/C Obligations": the obligations of the Company to
         reimburse the Issuing Lender for any payments made by an Issuing Lender
         under any Letter of Credit that have not been reimbursed by the Company
         pursuant to subsection 4.6.

                  "Same Day Funds":  immediately available funds.

                  "Secured Leverage Ratio": as of any date of determination, the
         ratio of (i) the difference of (A) Consolidated Total Secured
         Indebtedness as of such date minus (B) Cash on Hand, to (ii)
         Consolidated EBITDA for the twelve months ending on the last day


<PAGE>

                                                                              27

         of the most recent fiscal quarter for which financial statements
         required by Section 8.1(a) or (b), as applicable, have been delivered.

                  "Secured Parties": collectively, the Lenders and any other
         Persons the obligations owing to which are or are purported to be
         secured by the Collateral under the terms of the Collateral Documents.

                  "Security Agreement": the Security Agreement, substantially in
         the form of Exhibit E hereto, dated as of the date hereof between the
         Company and the Collateral Agent, as the same may be amended, modified
         or supplemented from time to time.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Solvent" and "Solvency": with respect to any Person on any
         date of determination, that on such date (i) the fair value of the
         property of such Person is greater than the total amount of
         liabilities, including contingent liabilities, of such Person, (ii) the
         present fair salable value of the assets of such Person is not less
         than the amount that will be required to pay the probable liability of
         such Person on its debts as they become absolute and matured, (iii)
         such Person does not intend to, and does not believe that it will,
         incur debts or liabilities beyond such Person's ability to pay such
         debts and liabilities as they mature and (iv) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities at any time shall be computed as the amount that, in the
         light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of capital stock or other Equity Interests
         having ordinary voting power (other than capital stock or other equity
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, directly or indirectly, or the management of which is
         otherwise controlled, directly or indirectly, or both, by such Person.

                  "Swing Line Commitment": JPMCB's obligation to make Swing Line
         Loans pursuant to subsection 4.7.

                  "Swing Line Loan" and "Swing Line Loans": as defined in
         subsection 4.7(a).

                  "Syndication Agents": collectively, UBS Securities LLC and
         Credit Suisse Securities (USA) LLC, in their capacities as Syndication
         Agents with respect to the Commitments (each, a "Syndication Agent").

                  "Taxes": all present or future taxes, levies, imposts, duties,
         deductions, withholdings, assessments, or other similar charges imposed
         by any Governmental Authority, including any interest, additions to tax
         or penalties applicable thereto.


<PAGE>

                                                                              28

                  "Tender Offer": collectively, (1) the offer by the Company to
         purchase for cash any and all of its Existing Senior Notes pursuant to
         a tender offer and (2) the related solicitation of consents from the
         holders of the Existing Senior Notes to certain proposed amendments to
         the indenture governing the Existing Senior Notes, dated as of October
         7, 2003, between the Company and The Bank of New York, as trustee,
         pursuant to which the Existing Senior Notes were issued, and to the
         execution of a supplemental indenture in connection with certain
         amendments proposed with respect thereto, in each case, commenced on
         July 10, 2006.

                  "Term Lenders": the Lenders with Term Loan Commitments and/or
         outstanding Term Loans.

                  "Term Loan Borrowing": a borrowing consisting of simultaneous
         Term Loans of the same Type and, in the case of Eurodollar Loans,
         having the same Interest Period made by each of the Term Lenders.

                  "Term Loan Commitment": as to any Lender, the reference to its
         Tranche B Term Loan Commitment, and/or Additional Term Loan
         Commitments, as applicable.

                  "Term Loans" means the Tranche B Term Loan and any Additional
         Term Loan, as applicable.

                  "Total Leverage Ratio":  as defined in Section 9.1(a).

                  "Tranche B Term Loan" and "Tranche B Term Loans": as defined
         in subsection 2.1.

                  "Tranche B Term Loan Availability Period": the period from and
         including the Closing Date to and including September 29, 2006.

                  "Tranche B Term Loan Commitment": as to any Lender, its
         obligation to make a Tranche B Term Loan to the Company during the
         Tranche B Term Loan Availability Period pursuant to subsection 2.1, in
         an aggregate amount not to exceed the amount set forth opposite such
         Lender's name in Schedule 1 under the heading "Tranche B Term Loan" and
         in an aggregate amount not to exceed the amount equal to such Lender's
         Tranche B Term Loan Commitment Percentage of the aggregate Tranche B
         Term Loan Commitments; collectively, as to all the Lenders, the
         "Tranche B Term Loan Commitments".

                  "Tranche B Term Loan Commitment Percentage": as to any Lender,
         the percentage which such Lender's Tranche B Term Loan (or, prior to
         the Closing Date, Tranche B Term Loan Commitment) constitutes of the
         aggregate then outstanding principal amount of Tranche B Term Loans (or
         Tranche B Term Loan Commitments).

                  "Tranche B Term Loan Maturity Date": the date which is the
         sixth anniversary of the Closing Date.

                  "Type": as to any Loan, its nature as an ABR Loan or a
         Eurodollar Loan.

<PAGE>

                                                                              29

                  "UCC": the Uniform Commercial Code as in effect in the State
         of New York; provided that, if perfection or the effect of perfection
         or non-perfection or the priority of any security interest in any
         Collateral is governed by the Uniform Commercial Code as in effect in a
         jurisdiction other than the State of New York, "UCC" means the Uniform
         Commercial Code as in effect from time to time in such other
         jurisdiction for purposes of the provisions hereof relating to such
         perfection, effect of perfection or non-perfection or priority.

                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1998 Revision), International Chamber of Commerce
         Publication No. 500 (or any successor publication), as the same may be
         amended from time to time.

                  "Unmatured Surviving Obligations": at any date, contingent
         indemnification or expense reimbursement claims which are then due and
         payable or with respect to which no demand has been made.

                  "Unreimbursed Amount" as defined in Section 4.6(b).

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

                      (b) As used herein and in any other Credit Document and
any certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Company and its Subsidiaries not defined in subsection 1.1
and accounting terms partly defined in subsection 1.1 to the extent not defined,
shall have the respective meanings given to them under GAAP.

                      (c) The words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section,
subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.

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

                  SECTION 2. AMOUNT AND TERMS OF TRANCHE B TERM LOAN COMMITMENTS
                             ---------------------------------------------------

                  2.1 Tranche B Term Loans. Subject to the terms and conditions
hereof, each Lender severally agrees to make a term loan (each, a "Tranche B
Term Loan") in Dollars to the Company on any Business Day during the Tranche B
Term Loan Availability Period in an aggregate amount not to exceed the Tranche B
Term Loan Commitment of such Lender. The Term Loan Borrowing shall consist of
Tranche B Term Loans made simultaneously by the Term Lenders in accordance with
their respective Tranche B Term Loan Commitments. The Tranche B Term Loans may
from time to time be (a) Eurodollar Loans or (b) ABR Loans or (c) a combination
thereof, as determined by the Company and notified to the Administrative Agent
in accordance with subsections 5.1, 5.2 and 5.3; provided that, any Tranche B
Term Loan made on


<PAGE>

                                                                              30

the Closing Date shall be made as ABR Loans. The Tranche B Term Loans are not
revolving in nature and any amount repaid or prepaid hereunder may not be
reborrowed.

                  2.2 Repayment of Tranche B Term Loan. The Company shall repay
the Tranche B Term Loans in 23 consecutive quarterly installments on the last
day of each fiscal quarter, commencing on December 31, 2006, in equal amounts of
0.25% of the outstanding principal amount of the Tranche B Term Loans made to
the Company by the Term Lenders pursuant to Section 2.1 above. Any remaining
principal amount of the Tranche B Term Loans will be due and payable on the
Tranche B Term Loan Maturity Date.

                  2.3 Proceeds of Tranche B Term Loans. The Company shall use
the proceeds of the Tranche B Term Loans to finance (i) Permitted Acquisitions
and (ii) other general corporate purposes of the Company or any of its
Subsidiaries.

                  SECTION 3. AMOUNT AND TERMS OF INCREMENTAL TERM LOAN
                             -----------------------------------------

                  3.1 Requests for Additional Loans. Upon notice to the
Administrative Agent (which shall promptly notify the Lenders), at any time
after the Closing Date, the Company may request additional Term Loan Commitments
(each an "Additional Term Commitment" and all of them, collectively, the
"Additional Term Commitments") in an aggregate principal amount not to exceed
$75,000,000.00. Any loans made in respect of any such Additional Term Loan
Commitments (the "Additional Term Loans") may be made, at the option of the
Company, by either (i) increasing the Tranche B Term Loan Commitments with the
same terms (including pricing) as the existing Tranche B Term Loans, or (ii)
creating a new tranche of terms loans (an "Additional Term Loan Tranche");
provided that any Additional Term Loan Tranche (x) shall have a final maturity
on or after the stated Tranche B Term Loan Maturity Date and (y) if such
Additional Term Loans are not Tranche B Term Loans, such Additional Term Loans
shall have prepayment events not more restrictive than the Tranche B Term Loans.

                  3.2 Ranking and Other Provisions. The Additional Term Loans
(i) shall rank pari passu or junior in right of payment and in respect of lien
priority as to the Collateral with the Obligations in respect of the Revolving
Commitments and the outstanding Tranche B Term Loans, (ii) shall not have a
weighted average life that is shorter than the weighted average life of the
outstanding Tranche B Term Loans, (iii) shall not mature earlier than the
Tranche B Term Loan Maturity Date and (iv) except as set forth above, shall be
treated substantially the same as (and in any event no more favorably than) the
outstanding Tranche B Term Loans, provided that, without the consent of the
Required Lenders, if the Applicable Rate (which, for such purposes only, shall
be deemed to include all upfront or similar fees or original issue discount
payable to all Lenders providing such Additional Term Loans) relating to any
Additional Term Loan exceeds the Applicable Rate (which, for such purposes only,
shall be deemed to include all upfront or similar fees or original issue
discount payable to all Lenders providing the outstanding Tranche B Term Loans)
relating to the outstanding Tranche B Term Loans immediately prior to the
effectiveness of the applicable Additional Facility Amendment by more than
0.50%, the Applicable Rate relating to the outstanding Tranche B Term Loans
shall be adjusted to be equal to the Applicable Rate (which, for such purposes
only, shall be deemed to include all upfront or similar fees or original issue
discount payable to all Lenders providing such Additional Term Loans) and (D) if
the prepayment fee (if any) required to be paid upon repayment of any


<PAGE>

                                                                              31

Additional Term Loan exceeds the prepayment fee (if any) required to be paid
upon repayment of the outstanding Tranche B Term Loans, the prepayment fee (if
any) required to be paid upon repayment of the outstanding Tranche B Term Loans
shall be adjusted to be equal to the prepayment fee required to be paid upon
repayment of such Additional Term Loan. Unless otherwise agreed to by the
Administrative Agent and the Additional Lenders, the Company shall repay the
Additional Term Loans in consecutive quarterly installments on the last day of
each fiscal quarter, commencing on the last day of the first fiscal quarter
after the Additional Facility Closing Date, in equal amounts of 0.25% of the
outstanding principal amount of the Additional Term Loans made to the Company by
the Additional Term Lenders. Any remaining principal amount of the Additional
Term Loans will be due and payable on the maturity date of the Additional Term
Loans. The proceeds of any Additional Term Loans will be used only for purposes
permitted for Tranche B Term Loans under Section 2.3.

                  3.3 Notices; Lender Elections. The notice from the Company
pursuant to this Section shall set forth the requested amount and proposed terms
of the Additional Commitments. Additional Term Loans (or any portion thereof)
may be made by any existing Lender or by any other bank or investing entity (any
such bank or other financial institution, an "Additional Lender"), in each case
on terms permitted in this Section and otherwise on terms reasonably acceptable
to the Administrative Agent, provided that the Administrative Agent shall have
consented (not to be unreasonably withheld) to such Lender's or Additional
Lender's, as the case may be, making such Additional Term Loans if such consent
would be required under Section 12.6 for an assignment of Loans to such Lender
or Additional Lender, as the case may be. No Lender shall be obligated to
provide any Additional Term Loans, unless it so agrees.

                  3.4 Additional Facility Amendment. Commitments in respect of
any Additional Commitments shall become Commitments under this Agreement
pursuant to an amendment (an "Additional Facility Amendment") to this Agreement
and, as appropriate, the other Credit Documents, executed by the Company, each
Lender agreeing to provide such Commitment, if any, each Additional Lender, if
any, and the Administrative Agent. An Additional Facility Amendment may, without
the consent of any other Lenders, effect such amendments to any Credit Documents
as may be necessary or appropriate, in the opinion of the Administrative Agent,
to effect the provisions of this Section. At the time of the sending of such
notice, the Company (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders). Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to provide an Additional
Commitment and, if so, whether by an amount equal to, greater than, or less than
its Commitment Percentage of such requested increase (which shall be calculated
on the basis of the amount of the funded and unfunded exposure under all the
Loans held by each Lender). Any Lender not responding within such time period
shall be deemed to have declined to provide an Additional Commitment. The
Administrative Agent shall notify the Company and each Lender of the Lenders'
responses to each request made hereunder. To achieve the full amount of a
requested increase, the Company may also invite additional Eligible Assignees to
become Additional Lenders pursuant to a joinder agreement in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.


<PAGE>

                                                                              32

                  3.5 Effective Date and Allocations. If any Additional
Commitments are added in accordance with this Section 3.5, the Administrative
Agent and the Company shall determine the effective date (the "Additional
Commitments Effective Date") and the final allocation of such addition. The
Administrative Agent shall promptly notify the Company and the Lenders of the
final allocation of such addition and the Additional Commitments Effective Date.

                  3.6 Conditions to Effectiveness of Increase. The effectiveness
of any Additional Facility Amendment shall, unless otherwise agreed to by the
Administrative Agent, each Lender party thereto, if any, and the Additional
Lenders, if any, be subject to the satisfaction on the date thereof (the
"Additional Facility Closing Date") of each of the following conditions:

                  (i) the Administrative Agent shall have received on or prior
         to the Additional Facility Closing Date each of the following, each
         dated the Additional Facility Closing Date unless otherwise indicated
         or agreed to by the Administrative Agent and each in form and substance
         reasonably satisfactory to the Administrative Agent: (A) the applicable
         Additional Facility Amendment; (B) certified copies of resolutions of
         the Board of Directors of each Credit Party approving the execution,
         delivery and performance of the Additional Facility Amendment; and (C)
         a favorable opinion of counsel for the Credit Parties dated the
         Additional Facility Closing Date, to the extent requested by the
         Administrative Agent, addressed to the Administrative Agent and the
         Lenders and in form and substance and from counsel reasonably
         satisfactory to the Administrative Agent;

                  (ii) the conditions precedent set forth in Section 7.2 shall
         have been satisfied both before and after giving effect to such
         Additional Facility Amendment and the additional Extensions of Credit
         provided thereby (it being understood that all references to "the
         obligation of any Lender to make a Loan on the occasion of any
         Borrowing" shall be deemed to refer to the effectiveness of the
         Additional Facility Amendment on the Additional Facility Closing Date,
         (ii) such increase shall be made on the terms and conditions provided
         for above and (iii) the Company shall be in compliance with Section 9.1
         on and as of the Additional Facility Closing Date for the most recently
         ended fiscal quarter for which financial statements are required to be
         delivered pursuant to Section 8.1(a) or (b) on a pro-forma basis both
         before and after giving effect to such Additional Facility Amendment
         and the Additional Term Loans provided thereby; and

                  (iii) there shall have been paid to the Administrative Agent,
         for the account of the Administrative Agent and the Lenders (including
         any Person becoming a Lender as part of such Additional Facility
         Amendment on the related Additional Facility Closing Date), as
         applicable, all fees and expenses (including reasonable out-of-pocket
         fees, charges and disbursements of counsel) invoiced with reasonable
         supporting documentation that are due and payable on or before the
         Additional Facility Closing Date.

                  4.7 Effect of Additional Facility Amendment. On the Additional
Commitments Effective Date, each Lender or Eligible Assignee which is providing
an


<PAGE>

                                                                              33

Additional Commitment (i) shall become a "Lender" for all purposes of this
Agreement and the other Loan Documents, (ii) shall have, as applicable, an
Additional Term Commitment which shall become a "Commitment" hereunder and (iii)
in the case of an Additional Term Commitment, shall make an Additional Term Loan
to the Company in a principal amount equal to such Additional Term Commitment,
and such Additional Term Loan shall be a "Term Loan" for all purposes of this
Agreement and the other Credit Documents.

                  SECTION 4. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS
                             ------------------------------------------------

                  4.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Lender agrees to extend credit, in an aggregate amount
not to exceed such Lender's Revolving Credit Commitment, to the Company from
time to time on any Borrowing Date during the Revolving Credit Commitment Period
by purchasing an L/C Participating Interest in each Letter of Credit issued by
the Issuing Lender and by making loans to the Company ("Revolving Credit Loans")
from time to time. Revolving Credit Loans shall be denominated in Dollars.
Notwithstanding the foregoing, in no event shall (i) any Revolving Credit Loan
or Swing Line Loan be made, or any Letter of Credit be issued, if, after giving
effect to such making or issuance and the use of proceeds thereof as irrevocably
directed by the Company, the sum of the Aggregate Revolving Credit Extensions of
Credit and the aggregate outstanding principal amount of the Swing Line Loans
would exceed the aggregate Revolving Credit Commitments or if subsection 4.7
would be violated thereby or (ii) any Revolving Credit Loan or Swing Line Loan
be made, or any Letter of Credit be issued, if the amount of such Loan to be
made or any Letter of Credit to be issued would, after giving effect to the use
of proceeds, if any, thereof, exceed the Available Revolving Credit Commitments.
During the Revolving Credit Commitment Period, the Company may use the Revolving
Credit Commitments by borrowing, repaying the Revolving Credit Loans or Swing
Line Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof, and/or by having the Issuing Lender issue Letters
of Credit, having such Letters of Credit expire undrawn upon or if drawn upon,
reimbursing the relevant Issuing Lender for such drawing, and having the Issuing
Lender issue new Letters of Credit.

                      (b) Each borrowing of Revolving Credit Loans shall be in
an aggregate principal amount of the lesser of (i) $1,000,000 or a whole
multiple of $1,000,000 in excess thereof, and (ii) the Available Revolving
Credit Commitments, except that any borrowing of a Revolving Credit Loan to be
used solely (x) to pay a like amount of Swing Line Loans may be in the aggregate
principal amount of such Swing Line Loans or (y) to pay the like amount of an LC
Disbursement may be in the principal amount of such LC Disbursement.

                  4.2 Proceeds of Revolving Credit Loans. The Company shall use
the proceeds of Revolving Credit Loans solely for (a) Permitted Uses of
Proceeds, (b) making payments to the Issuing Lender to reimburse the Issuing
Lender for drawings made under the Letters of Credit, and (c) repaying Swing
Line Loans and Revolving Credit Loans after the Closing Date.

                  4.3 Issuance of Letters of Credit. (a) The Company may from
time to time during the Revolving Credit Commitment Period request any Issuing
Lender to issue a Letter of Credit by delivering to the Administrative Agent at
its address specified in subsection 12.2 and


<PAGE>

                                                                              34

the Issuing Lender an L/C Application completed to the satisfaction of the
Issuing Lender, together with the proposed form of the Letter of Credit (which
shall comply with the applicable requirements of paragraph (b) below) and such
other certificates, documents and other papers and information as the Issuing
Lender may reasonably request; provided that if the Issuing Lender informs the
Company that it is for any reason unable to open such Letter of Credit, the
Company may request another Lender to open such Letter of Credit upon the same
terms offered to the initial Issuing Lender and if such other Lender agrees to
issue such Letter of Credit each reference to the Issuing Lender for purposes of
the Credit Documents shall be deemed to be a reference to such Lender. Letters
of Credit shall be denominated in Dollars. The letters of credit identified on
Schedule 4.3 shall be deemed to be Letters of Credit issued under this Agreement
for the account of the Company on the Closing Date.

                      (b) Each Letter of Credit issued hereunder shall, among
other things, (i) be in such form requested by the Company as shall be
acceptable to the Issuing Lender in its sole discretion and (ii) have an expiry
date occurring not later than the earlier of (y) 365 days after the date of
issuance of such Letter of Credit and (z) five days prior to the Revolving
Credit Termination Date. Each L/C Application and each Letter of Credit shall be
subject to the Uniform Customs and, to the extent not inconsistent therewith,
the laws of the State of New York.

                  4.4 Participating Interests. Effective in the case of each
Letter of Credit opened by the Issuing Lender as of the date of the opening
thereof, the Issuing Lender agrees to allot and does allot, to itself and each
other Lender, and each Lender severally and irrevocably agrees to take and does
take in such Letter of Credit and the related L/C Application, an L/C
Participating Interest in a percentage equal to such Lender's Revolving Credit
Commitment Percentage. In consideration and in furtherance of the foregoing,
each such Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent in Dollars, for the account of the applicable Issuing
Lender, such Lender's Revolving Credit Commitment Percentage of each LC
Disbursement made by such Issuing Lender, in each case to the extent not
reimbursed by the Company on the date due as provided in subsection 4.6, or of
any reimbursement payment required to be refunded to the Company for any reason.

                  4.5 Procedure for Opening Letters of Credit. Upon receipt of
any L/C Application from the Company in respect of a Letter of Credit, the
Issuing Lender will promptly notify the Administrative Agent thereof. The
Issuing Lender will process such L/C Application, and the other certificates,
documents and other papers delivered to the Issuing Lender in connection
therewith, upon receipt thereof in accordance with its customary procedures and,
subject to the terms and conditions hereof, shall promptly open such Letter of
Credit by issuing the original of such Letter of Credit to the beneficiary
thereof and by furnishing a copy thereof to the Company; provided that no such
Letter of Credit shall be issued (a) if the amount of such requested Letter of
Credit, together with the sum of (i) the aggregate unpaid amount of Revolving
L/C Obligations outstanding at the time of such request and (ii) the maximum
aggregate amount available to be drawn under all Letters of Credit outstanding
at such time, would exceed $50,000,000 or (b) if subsection 4.1 would be
violated thereby.

                  4.6 Payments in Respect of Letters of Credit. (a) If the
Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit,
the Company shall reimburse such


<PAGE>

                                                                              35

LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement in Dollars, not later than 1:00 P.M., New York City time, on the
Business Day immediately following the day that the Company receives notice of
such LC Disbursement; provided that the Company may, subject to the conditions
to borrowing set forth herein, request in accordance with subsection 4.7 or 5.1
that such payment be financed with an ABR Loan or Swing Line Loan in an
equivalent amount and, to the extent so financed, the Company's obligation to
make such payment shall be discharged and replaced by the resulting ABR Loan
which is a Revolving Credit Loan or Swing Line Loan.

                      (b) If an Issuing Lender 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 Loans; provided that, if the Company
fails to reimburse such LC Disbursement when due pursuant to paragraph (a) of
this subsection, then, subsection 5.7(c) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of the applicable Issuing Lender,
except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (a) of this Section to reimburse such Issuing Lender shall
be for the account of such Lender to the extent of such payment. If the Company
fails to make such payment when due, then the Administrative Agent shall notify
the applicable Issuing Lender and each other applicable Lender of the applicable
LC Disbursement (the "Unreimbursed Amount"), the payment then due from the
Company in respect thereof and such Lender's Revolving Credit Commitment
Percentage thereof. Promptly following receipt of such notice, each applicable
Lender shall pay to the Administrative Agent in Dollars its Revolving Credit
Commitment Percentage of the payment then due from the Company (and subsection
5.18(b) shall apply, mutatis mutandis, to the payment obligations of the
Lenders), and the Administrative Agent shall promptly pay to the applicable
Issuing Lender in Dollars the amounts so received by it from such Lender.
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 applicable Issuing Lender or, to the extent that Lenders
have made payments pursuant to this paragraph to reimburse such Issuing Lender,
then to such Lenders and the applicable Issuing Lender as their interests may
appear. Any payment made by a Lender pursuant to this paragraph to reimburse any
Issuing Lender for any LC Disbursement (other than the funding of ABR Loans or a
Swing Line Loan as contemplated above) shall not constitute a Loan and shall not
relieve the Company of its obligation to reimburse such LC Disbursement.

                      (c) Whenever, at any time after the Issuing Lender has
made a payment under any Letter of Credit and has received from any other Lender
such other Lender's pro rata share of the Revolving L/C Obligation arising
therefrom, the Issuing Lender receives any reimbursement on account of such
Revolving L/C Obligation or any payment of interest on account thereof, the
Issuing Lender will distribute to such other Lender, through the Administrative
Agent, its pro rata share thereof in like funds as received (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender's participating interest was outstanding and funded); provided
that, in the event that the receipt by the Issuing Lender of such reimbursement
or such payment of interest (as the case may be) is required to be returned,
such other Lender will return to the Issuing Lender, through the


<PAGE>

                                                                              36

Administrative Agent, any portion thereof previously distributed by the Issuing
Lender to it in like funds as such reimbursement or payment is required to be
returned by the Issuing Lender.

                  4.7 Swing Line Commitment. (a) Subject to the terms and
conditions hereof, JPMCB (in such capacity, the "Swing Line Lender") agrees to
make swing line loans (individually, a "Swing Line Loan"; collectively, the
"Swing Line Loans") to the Company from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed $10,000,000; provided that at no time may the sum of the aggregate
outstanding principal amount of the Swing Line Loans and the Aggregate Revolving
Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts
borrowed by the Company under this subsection may be repaid and, through but
excluding the Revolving Credit Termination Date, reborrowed. The Swing Line
Loans shall be denominated in Dollars and be ABR Loans, and shall not be
entitled to be converted into Eurodollar Loans. The Company shall give JPMCB
irrevocable notice (which notice must be received by JPMCB prior to 1:00 P.M.,
New York City time) on the requested Borrowing Date specifying the amount of
each requested Swing Line Loan, which shall be in the minimum amount of $500,000
or a multiple of $100,000 in excess thereof. The proceeds of each Swing Line
Loan will be made available by JPMCB to the Company by crediting the account of
the Company designated by the Company with such proceeds by 4:00 P.M., New York
City time; provided that Swing Line Loans used to finance the reimbursement of
an LC Disbursement as provided in subsection 4.6 shall be remitted by the
Administrative Agent to the applicable Issuing Lender. The proceeds of Swing
Line Loans may be used solely for the purposes referred to in subsection 4.2.

                      (b) JPMCB at any time in its sole and absolute discretion
may, and on the fifth day (or if such day is not a Business Day, the next
Business Day) after the Borrowing Date with respect to any Swing Line Loans
shall, on behalf of the Company (which hereby irrevocably directs JPMCB to act
on its behalf), request each Lender, including JPMCB, to make a Revolving Credit
Loan (which shall be initially an ABR Loan) in an amount equal to such Lender's
Revolving Credit Commitment Percentage of the amount of such Swing Line Loans
(the "Refunded Swing Line Loans") outstanding on the date such notice is given.
Unless any of the events described in paragraph (f) of Section 10 shall have
occurred (in which event the procedures of paragraph (c) of this subsection
shall apply) each Lender shall make the proceeds of its Revolving Credit Loan
available to JPMCB for the account of JPMCB at the office of JPMCB located at
270 Park Avenue, New York, New York 10017 prior to 12:00 Noon (New York City
time) in funds immediately available on the Business Day next succeeding the
date such notice is given. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Refunded Swing Line Loans.

                      (c) If prior to the making of a Revolving Credit Loan
pursuant to paragraph (b) of this subsection one of the events described in
paragraph (f) of Section 10 shall have occurred, each Lender will, on the date
such Loan would otherwise have been made, purchase an undivided participating
interest in the Refunded Swing Line Loans in an amount equal to its Revolving
Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will
immediately transfer to JPMCB, in Same Day Funds, the amount of its
participation.


<PAGE>

                                                                              37

                           (d) Whenever, at any time after JPMCB has received
from any Lender such Lender's participating interest in a Swing Line Loan, JPMCB
receives any payment on account thereof, JPMCB will distribute to such Lender
its participating interest in such amount (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded) in like funds as received;
provided, however, that in the event that such payment received by JPMCB is
required to be returned, such Lender will return to JPMCB any portion thereof
previously distributed by JPMCB to it in like funds as such payment is required
to be returned by JPMCB.

                  4.8 Participations. Each Lender's obligation to purchase
participating interests pursuant to subsection 4.4 and clauses (b) and (c) of
subsection 4.7 is absolute and unconditional as set forth in subsection 5.16.

         SECTION 5. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT
                    ------------------------------------------------------------

                  5.1 Procedure for Borrowing by the Company. (a) The Company
may borrow under the Commitments on any Business Day. With respect to any
borrowings to take place on the Closing Date, the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, on the Closing
Date). With respect to any subsequent borrowings, the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to (i) 1:00 P.M., New York City time, three Business
Days prior to the requested Borrowing Date in the case of a proposed borrowing
of Eurodollar Loans and (ii) 11:00 A.M., New York City time, on the requested
Borrowing Date if the borrowing is to be solely of ABR Loans; provided that any
such notice of a borrowing of ABR Loans to finance the reimbursement of an LC
Disbursement as contemplated by subsection 4.6(a) may be given not later than
1:00 P.M., New York City time, on the date of the proposed borrowing) specifying
(A) the amount of the borrowing, (B) whether such Loans are initially to be
Eurodollar Loans or ABR Loans, or a combination thereof, (C) if the borrowing is
to be entirely or partly Eurodollar Loans, the length of the Interest Period for
such Eurodollar Loans and (D) the amount of such borrowing to be constituted by
Revolving Credit Loans and/or Term Loans. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender (which notice shall in
any event be delivered to each Lender by 3:00 P.M., New York City time, on such
date or, in the case of Loans to be made on the Closing Date, promptly following
receipt thereof by the Administrative Agent). Not later than 12:00 Noon, New
York City time, on the Borrowing Date specified in such notice, each Lender
shall make available to the Administrative Agent at the office of the
Administrative Agent specified in subsection 12.2 (or at such other location as
the Administrative Agent may direct) in Dollars an amount in Same Day Funds
equal to the amount of the Loan to be made by such Lender. Subject to subsection
4.7(b) and any irrevocable direction of the Company pursuant to subsection
4.1(a), loan proceeds received by the Administrative Agent hereunder shall
promptly be made available to the Company by the Administrative Agent's
crediting the account of the Company designated by the Company, with the
aggregate amount actually received by the Administrative Agent from the Lenders
and in like funds as received by the Administrative Agent; provided that
Revolving Credit Loans made to finance the reimbursement of an L/C Disbursement
as provided in subsection 4.6 shall be remitted by the Administrative Agent to
the applicable Issuing Lender.


<PAGE>

                                                                              38

                           (b) Any borrowing of Eurodollar Loans by the Company
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, (i) except as provided in subsection 4.1(b),
the aggregate principal amount of all Eurodollar Loans having the same Interest
Period shall not be less than $1,000,000 or a whole multiple of $1,000,000 in
excess thereof, and (ii) no more than ten Interest Periods shall be in effect at
any one time with respect to Eurodollar Loans.

                  5.2 Repayment of Loans; Evidence of Debt. (a) The Company
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the then unpaid principal amount of each Revolving
Credit Loan of such Lender on the Revolving Credit Termination Date (or such
earlier date on which the Revolving Credit Loans become due and payable pursuant
to Section 10) and (ii) the principal amount of the Tranche B Term Loans of each
Term Lender, in accordance with the applicable amortization schedule set forth
in subsection 2.2 (or the then unpaid principal amount of such Tranche B Term
Loans, on the date that any or all of the Tranche B Term Loans become due and
payable pursuant to Section 10). The Company hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in subsection 5.7.

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

                      (c) The Administrative Agent shall maintain the Register
pursuant to subsection 12.6(d), and a subaccount therein for each Lender, in
which shall be recorded (i) the amount of each Loan made hereunder, the Type
thereof and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Company to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Company and each Lender's share
thereof.

                      (d) The entries made in the Register and the accounts of
each Lender maintained pursuant to subsection 5.2(b) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Company therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Company to repay (with applicable interest) the
Loans made to such Company by such Lender in accordance with the terms of this
Agreement.

                  5.3 Conversion and Continuation Options. (a) The Company may
elect from time to time to convert Eurodollar Loans into ABR Loans by giving the
Administrative Agent irrevocable notice of such election, to be received by the
Administrative Agent prior to 12:00 Noon, New York City time, at least three
Business Days prior to the proposed conversion date, provided that any such
conversion of Eurodollar Loans shall only be made on the last day of an Interest
Period with respect thereto. The Company may elect from time to time to convert
all or a portion of the ABR Loans (other than Swing Line Loans) then outstanding
to Eurodollar Loans


<PAGE>

                                                                              39

by giving the Administrative Agent irrevocable notice of such election, to be
received by the Administrative Agent prior to 1:00 P.M., New York City time, at
least three Business Days prior to the proposed conversion date, specifying the
Interest Period selected therefor, and, if no Default or Event of Default has
occurred and is continuing, such conversion shall be made on the requested
conversion date or, if such requested conversion date is not a Business Day, on
the next succeeding Business Day. Upon receipt of any notice pursuant to this
subsection 5.3, the Administrative Agent shall promptly, but in any event by
3:00 P.M., New York City time, notify each Lender thereof. All or any part of
the outstanding Loans (other than Swing Line Loans) may be converted as provided
herein, provided that partial conversions of Loans shall be in the aggregate
principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof, and the aggregate principal amount of the resulting Eurodollar Loans
outstanding in respect of any one Interest Period shall be at least $1,000,000
or a whole multiple of $1,000,000 in excess thereof.

                           (b) So long as no Default or Event of Default has
occurred and is continuing, the Company may elect from time to time to continue
Eurodollar Loans upon the expiration of the then current Interest Period with
respect to such Eurodollar Loans by giving the Administrative Agent irrevocable
notice of such election, to be received by the Administrative Agent prior to
1:00 P.M., New York City time, at least three Business Days prior to the end of
such Interest Period, in each case specifying the new Interest Period selected
therefor, provided that any such continuation shall only be made on the last day
of an Interest Period with respect thereto. So long as no Default or Event of
Default has occurred and is continuing, such continuation shall become effective
on the last day of such Interest Period. If the Company fails to timely deliver
such notice with respect to a Eurodollar Loan, such Eurodollar Loan shall be
continued into a Eurodollar Loan with a one month Interest Period on the last
day of such Interest Period.

                  5.4 Changes of Commitment Amounts. (a) The Company shall have
the right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate or, from time to time, reduce the Revolving Credit
Commitments and/or the undrawn portion of the Term Loan Commitments subject to
the provisions of this subsection 5.4. To the extent, if any, that the sum of
the Revolving Credit Loans, Swing Line Loans, and Revolving L/C Obligations then
outstanding and the amounts available to be drawn under outstanding Letters of
Credit exceeds the amount of the Revolving Credit Commitments as then reduced,
the Company shall be required to make a prepayment equal to such excess amount,
the proceeds of which shall be applied first, to payment of the Swing Line Loans
then outstanding, second, to payment of the Revolving Credit Loans then
outstanding, third, to payment of any Revolving L/C Obligations then
outstanding, and last, to cash collateralize any outstanding Letters of Credit
on terms reasonably satisfactory to the Administrative Agent. Any such
termination of the Revolving Credit Commitments shall be accompanied by
prepayment in full of the Revolving Credit Loans, Swing Line Loans and Revolving
L/C Obligations then outstanding and by cash collateralization of any
outstanding Letter of Credit on terms reasonably satisfactory to the
Administrative Agent. Upon termination of the Revolving Credit Commitments any
Letter of Credit then outstanding which has been so cash collateralized shall no
longer be considered a "Letter of Credit", as defined in subsection 1.1 and any
L/C Participating Interests heretofore granted by the Issuing Lender to the
Lenders in such Letter of Credit shall be deemed terminated (subject to
automatic reinstatement in the event that such cash collateral is returned and
the Issuing Lender is not fully


<PAGE>

                                                                              40

reimbursed for any such Revolving L/C Obligations) but the Letter of Credit fees
payable under subsection 5.11 shall continue to accrue to the Issuing Lender
(or, in the event of any such automatic reinstatement, as provided in subsection
5.11) with respect to such Letter of Credit until the expiry thereof.

                      (b) Interest accrued on the amount of any partial
prepayment pursuant to this subsection 5.4 to the date of such partial
prepayment shall be paid on the Interest Payment Date next succeeding the date
of such partial prepayment. In the case of the termination of the Revolving
Credit Commitments, interest accrued on the amount of any prepayment relating
thereto and any unpaid commitment fee accrued hereunder shall be paid on the
date of such termination. Any such partial reduction of the Revolving Credit
Commitments shall be in an amount of $1,000,000 or a whole multiple of $500,000
in excess thereof, and shall reduce permanently the Revolving Credit Commitments
then in effect.

                      (c) On the last day of the Tranche B Term Loan
Availability Period, any portion of the Tranche B Term Loan Commitments which
have not theretofore been funded pursuant to subsection 2.1 shall terminate
automatically and without any further action by any party hereto.

                  5.5 Optional Prepayments. The Company may at any time and from
time to time prepay Loans, in whole or in part, without premium or penalty, upon
at least one Business Day's irrevocable notice to the Administrative Agent in
the case of ABR Loans and two Business Days' irrevocable notice to the
Administrative Agent in the case of Eurodollar Loans and specifying the date and
amount of prepayment; provided that Eurodollar Loans prepaid on other than the
last day of any Interest Period with respect thereto shall be prepaid subject to
the provisions of subsection 5.21. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender thereof. If such notice
is given, the Company shall make such prepayment, and the payment amount
specified in such notice shall be due and payable, on the date specified
therein. Accrued interest on the amount of any Loans paid in full pursuant to
this subsection 5.5 shall be paid on the date of such prepayment. Accrued
interest on the amount of any partial prepayment shall be paid on the Interest
Payment Date next succeeding the date of such partial prepayment. Partial
prepayments shall be in an aggregate principal amount equal to the lesser of (A)
$1,000,000 or a whole multiple of $500,000 in excess thereof and (B) the
aggregate unpaid principal amount of the applicable Loans, as the case may be.
Any amount prepaid on account of Term Loans may not be reborrowed. Partial
prepayments of the Tranche B Term Loans pursuant to this subsection 5.5 shall be
applied as set forth in section 5.6.

                  5.6 Mandatory Prepayments.

                      (a) Subject to the provisions of paragraphs (c), (d), and
(e) below, following any issuance of debt obligations or preferred stock of the
Company or any of its Subsidiaries (other than Indebtedness of the Company or
any of its Subsidiaries permitted to be issued under subsection 9.2), an amount
equal to 100% of the Net Proceeds of such debt or preferred stock issuance
shall, unless the Company and the Required Lenders otherwise agree, be applied
by the Company on the date of receipt thereof to the prepayment of the Term
Loans.

<PAGE>

                                                                              41


                      (b) (i) Subject to paragraphs (c), (d), and (e) below,
following the consummation of any Asset Sale by the Company or any of its
Subsidiaries, in the case of cash proceeds, and following receipt of cash
proceeds representing payments under notes or other securities received in
connection with any non-cash consideration obtained in connection with such
Asset Sale, an amount equal to 100% of the Net Proceeds of such Asset Sale
shall, unless the Company and the Required Lenders otherwise agree, be applied
by the Company on the date of receipt thereof to the prepayment of the Term
Loans. Notwithstanding the foregoing, if no Default or Event of Default shall
have occurred and shall be continuing at the time of such Asset Sale or at the
proposed time of the application of such proceeds, such proceeds shall not
constitute Net Proceeds except to the extent that within 360 days of receipt of
such proceeds, they have neither been reinvested in productive assets of a kind
then used or usable in the business of the Company and its Subsidiaries nor
contractually committed (and any such proceeds not applied to such contractual
commitments at the time required shall be deemed to be Net Proceeds to be
applied as set forth in this subsection) to be used for such purposes, at which
time all such proceeds shall be deemed to be Net Proceeds.

                          (ii) Subject to paragraphs (c), (d), and (e), if for
         any fiscal year of the Company, commencing with its fiscal year ending
         on December 31, 2006, (A) there shall be Excess Cash Flow for such
         fiscal year, and (B) the Secured Leverage Ratio as of the last day of
         such fiscal year was greater than 2.5 to 1, then, on or prior to April
         30 of the following fiscal year, an amount equal to 50% of such Excess
         Cash Flow shall be applied, to the prepayment of the Term Loans.

                          (iii) Upon Condemnation Awards or Insurance Proceeds
         in an amount equal to $2,000,000.00 or more in respect of any event or
         series of related events being received by or paid to or for the
         account of the Company or any of its Subsidiaries (other than the first
         $5,000,000.00 in Condemnation Awards or Insurance Proceeds received by
         the Company in any fiscal year), and not otherwise included in Section
         5.6(a), the Company shall prepay an aggregate principal amount of Term
         Loans equal to 100% of all Condemnation Awards and/or Insurance
         Proceeds received therefrom immediately upon receipt thereof by the
         Company or such Subsidiary; provided, however, that with respect to any
         Insurance Proceeds or Condemnation Awards which constitute Reinvestment
         Funds, at the election of the Company (as notified by the Company to
         the Administrative Agent on or prior to the date of receipt of such
         Insurance Proceeds or Condemnation Awards), and so long as no Default
         shall have occurred and be continuing and such funds satisfy the
         requirements of the definition of "Reinvestment Funds", the Company or
         such Subsidiary may apply within 364 days after the receipt of such
         cash proceeds to replace or repair the equipment, fixed assets or real
         property in respect of which such cash proceeds were received; and
         provided, further, however, that any cash proceeds not so applied or
         which fail to satisfy the requirements of the definition of
         "Reinvestment Funds" shall be immediately applied to the prepayment of
         the Term Loans.

                      (c) Partial prepayments of the Term Loans pursuant to
subsection 5.5 or 5.6 shall be applied to the next four quarterly installments,
and then to the remaining installments on a pro rata basis, in each case pro
rata as between the Tranche B Term Loans and the Additional Term Loans, if any.


<PAGE>

                                                                              42

                      (d) Upon receipt by the Company or any of its Subsidiaries
of the amounts required to be paid pursuant to clause (i) of paragraph (b) above
from any Asset Sale consisting of the sale of shares of capital stock of any
Subsidiary of the Company (or, upon receipt by the Company or its Subsidiaries
of such amounts as are permitted to be retained in accordance with clause (e) of
this subsection 5.6), (1) the Administrative Agent shall release to the Company,
without representation, warranty or recourse, express or implied, those of such
shares of capital stock of such Subsidiary held by it as Pledged Stock (as
defined in the Company Pledge Agreement) and (2) the Agents and the Lenders
will, upon the request of the Company, execute and deliver any instrument or
other document in a form acceptable to the Administrative Agent which may
reasonably be required to evidence such release.

                      (e) In the event and on such occasion that the Aggregate
Revolving Credit Extensions of Credit exceed the aggregate Revolving Credit
Commitments, the Company shall prepay Revolving Credit Loans or Swing Line Loans
(or, if no such Loans are outstanding, deposit cash collateral in an account
with the Administrative Agent on terms reasonably satisfactory to the
Administrative Agent) in an aggregate amount equal to such excess.

                      (f) The Company shall give the Administrative Agent (which
shall promptly notify each Lender) notice as specified in subsection 5.5 of each
prepayment pursuant to subsection 5.5 setting forth the date and amount thereof.
Prepayments of Eurodollar Loans pursuant to this subsection 5.6, if not on the
last day of the Interest Period with respect thereto, shall, at the Company's
option, as long as no Default or Event of Default has occurred and is
continuing, be prepaid subject to the provisions of subsection 5.21 or such
prepayment (after application to any ABR Loans, in the case of prepayments by
the Company) shall be deposited with the Collateral Agent as cash collateral for
such Eurodollar Loans on terms reasonably satisfactory to the Collateral Agent
and thereafter shall be applied to the prepayment of the Eurodollar Loans on the
last day of the respective Interest Periods for such Eurodollar Loans next
ending most closely to the date of receipt of such Net Proceeds, Insurance
Proceeds or Condemnation Awards, as applicable. After such application, any
remaining interest earned on such cash collateral shall be paid to the Company.

                      (g) Upon the Revolving Credit Termination Date the Company
shall, with respect to each then outstanding Letter of Credit, if any, either
(i) cause such Letter of Credit to be cancelled without such Letter of Credit
being drawn upon or (ii) collateralize the Revolving L/C Obligations with
respect to such Letter of Credit with a letter of credit issued by banks or a
bank satisfactory to the Administrative Agent on terms satisfactory to the
Administrative Agent.

                  5.7 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto on the unpaid principal amount thereof at a rate per annum equal to the
Eurodollar Rate determined for such Interest Period plus the Applicable Margin.

                      (b) ABR Loans shall bear interest for the period from and
including the date thereof until maturity thereof on the unpaid principal amount
thereof at a rate per annum equal to the ABR plus the Applicable Margin.

<PAGE>

                                                                              43

                      (c) (i) If all or a portion of (A) the principal amount of
any of the Loans or (B) any interest payable thereon shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall, and (ii) if any Default or Event of Default described in
subsection 10(f) shall occur, all outstanding Obligations shall, in each case,
without limiting the rights of the Lenders under Section 10, bear interest at a
rate per annum which is (A) in the case of overdue principal, 2% above the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this subsection (provided that for all purposes of determining the Applicable
Margin for purposes of this clause (c), the Applicable Level shall be deemed to
be Level 1) or (B) in the case of overdue interest, 2% above the rate described
in paragraph (b) of this subsection for Revolving Credit Loans which are ABR
Loans (provided that for all purposes of determining the Applicable Margin
purposes of this paragraph (c), the Applicable Level shall be deemed to be Level
1), in each case from the date of such nonpayment or Event of Default, as
applicable, until such amount is paid in full (as well after as before
judgment).

                      (d) Interest shall be payable in arrears on each Interest
Payment Date; provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable on demand by the Administrative Agent made at the
request of the Required Lenders.

                  5.8 Computation of Interest and Fees. (a) Interest in respect
of ABR Loans at any time the ABR is calculated based on the Prime Rate and all
fees hereunder shall be calculated on the basis of a 365 or 366, as the case may
be, day year for the actual days elapsed. Interest in respect of Eurodollar
Loans and ABR Loans at any time the ABR is not calculated based on the Prime
Rate shall be calculated on the basis of a 360 day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify the
Company and the Lenders of each determination of a Eurodollar Rate. Any change
in the interest rate on a Loan resulting from a change in the ABR shall become
effective as of the opening of business on the day on which such change in the
ABR becomes effective. The Administrative Agent shall as soon as practicable
notify the Company and the Lenders of the effective date and the amount of each
such change.

                      (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Company and the Lenders in the absence of manifest
error. The Administrative Agent shall, at the request of the Company, deliver to
the Company a statement showing the quotations used by the Administrative Agent
in determining the Eurodollar Rate.

                  5.9 Commitment Fees.

                      (a) The Company agrees to pay to the Administrative Agent,
for the account of each Lender, a commitment fee in Dollars from and including
the Closing Date until the date on which the Applicable Level is determined for
the fiscal quarter ending December 31, 2006, on such Lender's Available
Revolving Credit Commitment and Available Tranche B Term Loan Commitment
outstanding from time to time, at a rate per annum for each day during the
period for which payment is made equal to .375%. Thereafter, the Company agrees
to pay to the Administrative Agent, for the account of each Lender, a commitment
fee in Dollars on such Lender's Available Revolving Credit Commitments
outstanding from time to time, at a rate per


<PAGE>

                                                                              44

annum for each day during the period for which payment is made, equal to the
rate per annum set forth below opposite the Applicable Level in effect on such
day:

Level 1:  .500%
Level 2:  .375%
Level 3:  .375%
Level 4:  .300%


                      (b) The commitment fee provided for in this subsection 5.9
shall be payable quarterly in arrears on the last day of each fiscal quarter
ending after the Closing Date and on the Revolving Credit Termination Date with
respect to the Available Revolving Credit Commitments and, in the case of the
commitment fee with respect to the Tranche B Term Loans, on the last day of the
Tranche B Term Loan Availability Period or, if such day is not a Business Day,
the immediately succeeding Business Day.

                  5.10 Certain Fees. The Company agrees to pay to the
Administrative Agent for its own account a non-refundable agent's fee in the
amount and payable on such dates as provided in the Administrative Agency Fee
Letter (as the same may be amended, supplemented, and restated or otherwise
modified from time to time).

                  5.11 Letter of Credit Fees. (a) In lieu of any letter of
credit commissions and fees provided for in any L/C Application relating to
Letters of Credit (other than standard administrative issuance, amendment and
negotiation fees), the Company agrees to pay the Administrative Agent a Letter
of Credit fee in Dollars, for the account of the Issuing Lender and the
Participating Lenders, on the daily outstanding amount available to be drawn
under each Letter of Credit at a rate per annum equal to the Applicable Margin
for Revolving Credit Loans which are Eurodollar Loans in effect on such day,
whether or not there are any such Eurodollar Loans outstanding at such time,
payable in arrears, on the last day of each fiscal quarter of the Company and on
the Revolving Credit Termination Date.

                  In addition, the Company shall pay to the Issuing Lender with
respect to each Letter of Credit, in arrears on the last day of each fiscal
quarter of the Company and on the Revolving Credit Termination Date with respect
to the Revolving Credit Commitments, a fee in Dollars to be agreed with the
applicable Issuing Lender but not greater than 1/8 of 1% per annum on the
average outstanding amount available to be drawn under such Letter of Credit,
solely for its own account as Issuing Lender of such Letter of Credit and not on
account of its L/C Participating Interest therein.

                      (b) In connection with any payment of fees pursuant to
this subsection 5.11, the Administrative Agent agrees to provide to the Company
a statement of any such fees so paid; provided that the failure by the
Administrative Agent to provide the Company with any such invoice shall not
relieve the Company of its obligation to pay such fees.

                  5.12 Letter of Credit Reserves. (a) If any Change in Law after
the date of this Agreement shall either (i) impose, modify, deem or make
applicable any reserve, special deposit, assessment or similar requirement
against letters of credit issued by the Issuing Lender or (ii)

<PAGE>

                                                                              45

impose on the Issuing Lender any other condition regarding this Agreement or any
Letter of Credit, and the result of any event referred to in clause (i) or (ii)
above shall be to increase the cost to the Issuing Lender of issuing or
maintaining any Letter of Credit (which increase in cost shall be the result of
the Issuing Lender's reasonable allocation of the aggregate of such cost
increases resulting from such events), then, upon demand by the Issuing Lender,
the Company shall immediately pay to the Issuing Lender, from time to time as
specified by the Issuing Lender, additional amounts which shall be sufficient to
compensate the Issuing Lender for such increased cost, together with interest on
each such amount from the date demanded until payment in full thereof at a rate
per annum equal to the ABR plus the Applicable Margin for Revolving Credit ABR
Loans. A certificate submitted by the Issuing Lender to the Company concurrently
with any such demand by the Issuing Lender, shall be conclusive, absent manifest
error, as to the amount thereof.

                      (b) In the event that at any time after the date hereof
and Change in Law with respect to the Issuing Lender shall, in the opinion of
the Issuing Lender, require that any obligation under any Letter of Credit be
treated as an asset or otherwise be included for purposes of calculating the
appropriate amount of capital to be maintained by the Issuing Lender or any
corporation controlling the Issuing Lender, and such Change in Law shall have
the effect of reducing the rate of return on the Issuing Lender's or such
corporation's capital, as the case may be, as a consequence of the Issuing
Lender's obligations under such Letter of Credit to a level below that which the
Issuing Lender or such corporation, as the case may be, could have achieved but
for such Change in Law (taking into account the Issuing Lender's or such
corporation's policies, as the case may be, with respect to capital adequacy) by
an amount deemed by the Issuing Lender to be material, then from time to time
following notice by the Issuing Lender to the Company of such Change in Law,
within 15 days after demand by the Issuing Lender, the Company shall pay to the
Issuing Lender such additional amount or amounts as will compensate the Issuing
Lender or such corporation, as the case may be, for such reduction. If the
Issuing Lender becomes entitled to claim any additional amounts pursuant to this
subsection 5.12(b), it shall promptly notify the Company of the event by reason
of which it has become so entitled. A certificate submitted by the Issuing
Lender to the Company concurrently with any such demand by the Issuing Lender,
shall be conclusive, absent manifest error, as to the amount thereof.

                      (c) The Company agrees that the provisions of the
foregoing paragraphs (a) and (b) and the provisions of each L/C Application
providing for reimbursement or payment to the Issuing Lender in the event of the
imposition or implementation of, or increase in, any reserve, special deposit,
capital adequacy or similar requirement in respect of the Letter of Credit
relating thereto shall apply equally to each Participating Lender in respect of
its L/C Participating Interest in such Letter of Credit, as if the references in
such paragraphs and provisions referred to, where applicable, such Participating
Lender or any corporation controlling such Participating Lender.

                  5.13 Further Assurances. The Company hereby agrees, from time
to time, to do and perform any and all acts and to execute any and all further
instruments reasonably requested by the Issuing Lender to effect more fully the
purposes of this Agreement and the issuance of Letters of Credit hereunder. The
Company further agrees to execute any and all

<PAGE>

                                                                              46

instruments reasonably requested by the Issuing Lender in connection with the
obtaining and/or maintaining of any insurance coverage applicable to any Letters
of Credit.

                  5.14 Obligations Absolute. The payment obligations of the
Company under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

                      (i) the existence of any claim, set-off, defense or other
         right which the Company or any of its Subsidiaries may have at any time
         against any beneficiary, or any transferee, of any Letter of Credit (or
         any Persons for whom any such beneficiary or any such transferee may be
         acting), the Issuing Lender, any Agent or any Lender, or any other
         Person, whether in connection with this Agreement, the Related
         Documents, any Credit Documents, the transactions contemplated herein,
         or any unrelated transaction;

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

                      (iii) payment by the Issuing Lender under any Letter of
         Credit against presentation of a draft or certificate which does not
         comply with the terms of such Letter of Credit, except where such
         payment constitutes gross negligence or willful misconduct on the part
         of the Issuing Lender; or

                      (iv) any other circumstances or happening whatsoever,
         whether or not similar to any of the foregoing, except for any such
         circumstances or happening constituting gross negligence or willful
         misconduct on the part of the Issuing Lender.

                  5.15 Assignments. No Participating Lender's participation in
any Letter of Credit or any of its rights or duties hereunder shall be
subdivided, assigned or transferred (other than in connection with a transfer of
part or all of such Participating Lender's Revolving Credit Commitment in
accordance with subsection 12.6) without the prior written consent of the
Issuing Lender, which consent will not be unreasonably withheld. Such consent
may be given or withheld without the consent or agreement of any other
Participating Lender. Notwithstanding the foregoing, a Participating Lender may
subparticipate its L/C Participating Interest without obtaining the prior
written consent of the Issuing Lender.

                  5.16 Participations. Each Lender's obligation to purchase
participating interests pursuant to subsections 4.4 and 4.7(c) shall be absolute
and unconditional and shall not be affected by any circumstance, including,
without limitation, (i) any set-off, counterclaim, recoupment, defense or other
right which such Lender may have against the Issuing Lender, the Company, or any
other Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default; (iii) any adverse change in the condition
(financial or otherwise) of the Company; (iv) any breach of this Agreement by
the Company or any other Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

<PAGE>

                                                                              47

                  5.17 Inability to Determine Interest Rate for Eurodollar
Loans. In the event that the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Company) that (a) by
reason of circumstances affecting the interbank Eurodollar market generally,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for any Interest Period with respect to (i) proposed Loans that the Company has
requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will
result from the requested conversion of all or part of ABR Loans into Eurodollar
Loans or (iii) the continuation of any Eurodollar Loan as such for an additional
Interest Period, (b) the Eurodollar Rate determined or to be determined for any
Interest Period will not adequately and fairly reflect the cost to Lenders
constituting the Required Lenders of making or maintaining their affected
Eurodollar Loans during such Interest Period by reason of circumstances
affecting the interbank Eurodollar market generally or (c) deposits in Dollars
in the relevant amount and for the relevant period with respect to any such
Eurodollar Loan are not available to any of the Lenders in their respective
Eurodollar Lending Offices' interbank Eurodollar market, the Administrative
Agent shall forthwith give notice of such determination, confirmed in writing,
to the Company and the Lenders at least one day prior to, as the case may be,
the requested Borrowing Date, the conversion date or the last day of such
Interest Period. If such notice is given, (i) any requested Eurodollar Loans
shall be made in Dollars as ABR Loans, (ii) any ABR Loans that were to have been
converted to Eurodollar Loans shall be continued as ABR Loans, and (iii) any
outstanding Eurodollar Loans shall be converted, on the last day of the then
current Interest Period applicable thereto, into ABR Loans. Until such notice
has been withdrawn by the Administrative Agent, no further Eurodollar Loans
shall be made and no ABR Loans shall be converted to Eurodollar Loans.

                  5.18 Pro Rata Treatment and Payments. (a) Each borrowing of
any Loans (other than Swing Line Loans) by the Company from the Lenders, each
payment by the Company on account of any fee hereunder (other than as set forth
in subsections 5.10 and 5.11) and any reduction of the Revolving Credit
Commitments, Tranche B Term Loan Commitments, or Additional Term Loan
Commitments of the Lenders hereunder shall be made pro rata according to the
relevant Commitment Percentages of the Lenders. Each payment (including each
prepayment) by the Company on account of principal of and interest on the Loans
(other than Swing Line Loans and other than as set forth in subsections 5.6,
5.19, 5.20 and 5.21) shall be made pro rata according to the relevant Commitment
Percentages of the Lenders. All payments (including prepayments) to be made by
the Company on account of principal, interest and fees shall be made without
set-off or counterclaim and shall be made to the Administrative Agent, for the
account of the Lenders, at the Administrative Agent's office located at 270 Park
Avenue, New York, New York 10017, in Same Day Funds. The Administrative Agent
shall promptly distribute such payments ratably to each Lender in like funds as
received to the extent required by this Agreement. If any payment hereunder
(other than payments on Eurodollar Loans) becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension. If any payment on
a Eurodollar Loan becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day and,
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension unless the result of such extension
would be to extend such payment into another calendar month

<PAGE>

                                                                              48

in which event such payment shall be made on the immediately preceding Business
Day. All payments hereunder shall be made in Dollars.

                      (b) Unless the Administrative Agent shall have been
notified in writing by any Lender prior to a Borrowing Date that such Lender
will not make the amount which would constitute its relevant Commitment
Percentage of the borrowing on such date available to the Administrative Agent,
the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such Borrowing Date in accordance with
subsection 5.1 and the Administrative Agent may, in reliance upon such
assumption, make available to the Company a corresponding amount. If such amount
is made available to the Administrative Agent by such Lender on a date after
such Borrowing Date, such Lender shall pay to the Administrative Agent on demand
an amount equal to the product of (i) the daily average Federal Funds Effective
Rate during such period as quoted by the Administrative Agent, times (ii) the
amount of such Lender's relevant Commitment Percentage of such borrowing, times
(iii) a fraction the numerator of which is the number of days that elapse from
and including such Borrowing Date to the date on which such Lender's relevant
Commitment Percentage of such borrowing shall have become immediately available
to the Administrative Agent and the denominator of which is 360. A certificate
of the Administrative Agent submitted to any Lender with respect to any amounts
owing under this subsection 5.18(b) shall be conclusive, absent manifest error.
If such Lender's relevant Commitment Percentage of such borrowing is not in fact
made available to the Administrative Agent by such Lender within three Business
Days of such Borrowing Date, the Administrative Agent shall be entitled to
recover such amount with interest thereon at the rate per annum applicable to
ABR Loans hereunder on demand, from the Company without prejudice to any rights
which the Company or the Administrative Agent may have against such Lender
hereunder. Nothing contained in this subsection 5.18(b) shall relieve any Lender
which has failed to make available its ratable portion of any borrowing
hereunder from its obligation to do so in accordance with the terms hereof.

                      (c) The failure of any Lender to make the Loan to be made
by it on any Borrowing Date shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on such Borrowing Date, but no
Lender shall be responsible for the failure of any other Lender to make the Loan
to be made by such other Lender on such Borrowing Date.

                      (d) All payments and prepayments (other than mandatory
prepayments as set forth in subsection 5.6 and other than prepayments as set
forth in subsection 5.20 with respect to increased costs) of Eurodollar Loans
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of all
Eurodollar Loans with the same Interest Period shall not be less than $1,000,000
or a whole multiple of $500,000.00 in excess thereof.

                  5.19 Illegality. Notwithstanding any other provisions herein,
if any Requirement of Law or any change therein or in the interpretation or
application thereof occurring after the Closing Date shall make it unlawful for
such Lender to make or maintain Eurodollar Loans as contemplated by this
Agreement, the commitment of such Lender hereunder to make Eurodollar Loans or
to convert all or a portion of ABR Loans into Eurodollar Loans shall forthwith
be cancelled and such Lender's Loans then outstanding as Eurodollar Loans, if
any, shall, if required by law and if such Lender so requests, be converted
automatically to ABR

<PAGE>

                                                                              49

Loans on the date specified by such Lender in such request. To the extent that
such affected Eurodollar Loans are converted into ABR Loans, all payments of
principal which would otherwise be applied to such Eurodollar Loans shall be
applied instead to such Lender's ABR Loans. The Company hereby agrees promptly
to pay any Lender, upon its demand, any additional amounts necessary to
compensate such Lender for any costs incurred by such Lender in making any
conversion in accordance with this subsection 5.19 including, but not limited
to, any interest or fees payable by such Lender to lenders of funds obtained by
it in order to make or maintain its Eurodollar Loans hereunder (such Lender's
notice of such costs, as certified to the Company through the Administrative
Agent, to be conclusive absent manifest error).

                  5.20 Requirements of Law. (a) In the event that, at any time
after the date hereof, the adoption of any Requirement of Law, or any change
therein or in the interpretation or application thereof or compliance by any
Lender with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority:


                          (i) does or shall subject any Agent or Lender (or its
         Lending Office) to any fee of any kind whatsoever with respect to this
         Agreement, any Note or any Eurodollar Loans made by it, or change the
         basis of imposition of any such fee;

                          (ii) does or shall impose, modify or hold applicable
         any reserve, special deposit, compulsory loan or similar requirement
         against assets held by, or deposits or other liabilities in or for the
         account of, advances or loans by, or other credit extended by, or any
         other acquisition of funds by, any office of such Lender which are not
         otherwise included in the determination of the Eurodollar Rate; or

                          (iii) does or shall impose on such Lender any other
         condition;

and the result of any of the foregoing is to increase the cost to such Lender of
making, converting, renewing or maintaining advances or extensions of credit or
to reduce any amount receivable hereunder, in each case, in respect of its
Eurodollar Loans, then, in any such case, the Company, shall promptly pay such
Lender, on demand, any additional amounts necessary to compensate such Lender
for such additional cost or reduced amount receivable as determined by such
Lender with respect to such Eurodollar Loans together with interest on each such
amount from the date demanded until payment in full thereof at a rate per annum
equal to the ABR plus the Applicable Margin for Revolving Credit Loans which are
ABR Loans.

                      (b) In the event that at any time after the date hereof
any Change in Law with respect to any Lender shall, in the opinion of such
Lender, require that any Commitment of such Lender be treated as an asset or
otherwise be included for purposes of calculating the appropriate amount of
capital to be maintained by such Lender or any corporation controlling such
Lender, and such Change in Law shall have the effect of reducing the rate of
return on such Lender's or such corporation's capital, as the case may be, as a
consequence of such Lender's obligations hereunder to a level below that which
such Lender or such corporation, as the case may be, could have achieved but for
such Change in Law (taking into account such Lender's or such corporation's
policies, as the case may be, with respect to capital adequacy), then from time
to time following notice by such Lender to the Company of such Change in Law as
provided in paragraph (c) of this subsection 5.20, within 15 days after demand
by such Lender, the Company

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                                                                              50

shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such corporation, as the case may be, for such reduction.

                      (c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection 5.20, it shall promptly notify the Company
through the Administrative Agent, of the event by reason of which it has become
so entitled. The Company shall not be required to make any payments to any
Lender for any additional amounts pursuant to this subsection 5.20 unless such
Lender has given written notice to the Company, through the Administrative
Agent, of its intent to request such payments prior to or within 180 days after
the date on which such Lender became entitled to claim such amounts. If any
Lender has notified the Company through the Administrative Agent of any
increased costs pursuant to paragraph (a) of this subsection 5.20, the Company
at any time thereafter may, upon at least two Business Days' notice to the
Administrative Agent (which shall promptly notify the Lenders thereof), and
subject to subsection 5.21, prepay or convert into ABR Loans all (but not a
part) of the Eurodollar Loans then outstanding. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of paragraph (a) of
this subsection 5.20 with respect to such Lender, it will, if requested by the
Company, and to the extent permitted by law or by the relevant Governmental
Authority, endeavor in good faith to avoid or minimize the increase in costs or
reduction in payments resulting from such event (including, without limitation,
endeavoring to change its Lending Office); provided, however, that such
avoidance or minimization can be made in such a manner that such Lender, in its
sole determination, suffers no economic, legal or regulatory disadvantage. If
any Lender has notified the Company, through the Administrative Agent, of any
increased costs pursuant to paragraph (b) of this subsection 5.20, the Company
at any time thereafter may, upon at least three Business Days' notice to the
Administrative Agent (which shall promptly notify the Lender thereof), and
subject to subsection 5.21, reduce or terminate the Revolving Credit Commitments
in accordance with subsection 5.4.

                      (d) A certificate submitted by such Lender, through the
Administrative Agent, to the Company shall be conclusive in the absence of
manifest error. The covenants contained in this subsection 5.20 shall survive
the termination of this Agreement and repayment of the outstanding Loans.

                      (e) Notwithstanding anything to the contrary herein, this
Section 5.20 shall not apply to any Taxes which shall be governed solely by
Section 5.23.

                  5.21 Indemnity. The Company agrees to indemnify each Lender
and to hold such Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Company in payment of
the principal amount of or interest on any Eurodollar Loans of such Lender, (b)
default by the Company in making a borrowing of Eurodollar Loans after the
Company has given a notice in accordance with subsection 5.1 or in making a
conversion of ABR Loans to Eurodollar Loans after the Company has given notice
in accordance with subsection 5.3 or in continuing Eurodollar Loans for an
additional Interest Period after the Company has given a notice in accordance
with clause (b) of the definition of Interest Period, (c) default by the Company
in making any prepayment of Eurodollar Loans after the Company has given a
notice in accordance with subsection 5.5, or (d) a payment or prepayment of a
Eurodollar Loan or conversion of any Eurodollar Loan into an ABR Loan, in either
case on a day which is not the last day of an Interest Period with respect
thereto; in each

<PAGE>

                                                                              51

case including, but not limited to, any such loss or expense arising from
interest or fees payable by such Lender to lenders of funds obtained by it in
order to maintain its Eurodollar Loans hereunder. This covenant shall survive
termination of this Agreement and payment of the outstanding Obligations. The
Company shall not be required to make any payments to any Lender for any
additional amounts pursuant to this subsection 5.21 unless such Lender has given
written notice to the Company, through the Administrative Agent, of its intent
to request such payments prior to or within 180 days after the date on which
such Lender became entitled to claim such amounts.

                  5.22 Non-Funding Lenders. In the event any Lender (i) is a
Non-Funding Lender, (ii) exercises its rights pursuant to Section 5.19 or (iii)
requests payments pursuant to Section 5.20 or 5.23, the Company may require, at
the Company's expense and subject to Section 5.21, such Lender or the Issuing
Lender to assign, at par plus accrued interest and fees, without recourse (in
accordance with Section 12.6) all of its interests, rights and obligations
hereunder (including all of its Revolving Commitments and the Loans and other
amounts at the time owing to it hereunder and its interest in the Letters of
Credit) to a bank, financial institution or other entity specified by the
Company; provided that (i) such assignment shall not conflict with or violate
any law, rule or regulation or order of any court or other Governmental
Authority, (ii) the Company shall have received the written consent of the
Administrative Agent (and, in the case of an assignment of a Revolving
Commitment, of the Issuing Lender and Swing Line Lender), which consent shall
not unreasonably be withheld, to such assignment, (iii) the Company shall have
paid to the assigning Lender all monies other than principal owing hereunder to
it and (iv) in the case of a required assignment by the Issuing Lender, the
Letters of Credit shall be canceled and returned to the Issuing Lender.

                  5.23 Taxes.

                      (a) Any and all payments by or on account of any
obligation of the Company hereunder or under any other Credit Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes; provided that if the Company shall be required by
applicable Law 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, any Lender or the
Issuing Lender, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Company shall make such
deductions and (iii) the Company shall timely pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable Law.

                      (b) Without limiting the provisions of subsection (a)
above, the Company shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Law.

                      (c) The Company shall indemnify the Administrative Agent,
each Lender and the Issuing Lender, within 20 days after demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative

<PAGE>

                                                                              52

Agent, such Lender or the Issuing Lender, as the case may be, 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 (which demand shall
be made within 120 days of the earlier of (x) if the Administrative Agent, such
Lender or the Issuing Lender received written notice from a Governmental
Authority demanding payment of such Indemnified Taxes or Other Taxes, the date
the Administrative Agent, such Lender or the Issuing Lender received such
written notice or (y) the date the Administrative Agent, such Lender or the
Issuing Lender filed a tax return on which such Indemnified Taxes or Other Taxes
is reflected). A certificate as to the amount of such payment or liability
delivered to the Company by a Lender or the Issuing Bank (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
error.

                      (d) As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Company to a Governmental Authority, the
Company 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) (i) Each Lender, if requested by the Company or the
Administrative Agent, shall deliver documentation prescribed by applicable Laws
or reasonably requested by the Company or the Administrative Agent as will
enable the Company or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements.

                      (ii) Each Foreign Lender shall deliver to the Company and
         the Administrative Agent (in such number of copies as shall be
         requested by the recipient) on or prior to the date on which such
         Foreign Lender becomes a Lender under this Agreement (and from time to
         time thereafter upon the reasonable request of the Company or the
         Administrative Agent, but only if such Foreign Lender is legally
         entitled to do so), whichever of the following is applicable:

                          (w) duly completed copies of Internal Revenue Service
Form W-8BEN (or successor form) claiming eligibility for benefits of an income
tax treaty to which the United States is a party;

                          (x) duly completed copies of Internal Revenue Service
Form W-8ECI (or successor form);

                          (y) in the case of a Foreign Lender claiming the
benefits of the exemption for portfolio interest under section 881(c) of the
Code, (A) a certificate to the effect that such Foreign Lender is not (I) a
"bank" within the meaning of section 881(c)(3)(A) of the Code, (II) a "10
percent shareholder" of the Company within the meaning of section 881(c)(3)(B)
of the Code, or (III) a "controlled foreign corporation" described in section
881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue
Service Form W-8BEN (or successor form); or

<PAGE>

                                                                              53

                          (z) any other form prescribed by applicable Laws
(including Internal Revenue Service Form W-8IMY) as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable Law to permit the Company to determine the withholding or deduction
required to be made.

                      (iii) Each Lender shall deliver to the Company and the
Administrative Agent such additional duly completed forms, certificates or
documentation described in this subsection (e) which such Lender is legally
entitled to so deliver prior to the expiration or obsolescence of any such
forms, certificates or documentation previously delivered by it pursuant to this
subsection (e). Further, each Lender shall promptly notify the Company and the
Administrative Agent if it is no longer able to deliver, or it is required to
withdraw or change the information on, any form, certificate or documentation
previously delivered by it pursuant to this subsection (e) and such Lender shall
deliver to the Company and the Administrative Agent such additional duly
completed forms, certificates or documentation described in this subsection (e)
which such Lender is legally entitled to so deliver.

                      (f) Any Lender claiming additional amounts payable
pursuant to this Section 5.23 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if, in the reasonable judgment of such
Lender, the making of such change (i) would eliminate or reduce any such
additional amounts payable to such Lender in the future and (ii) would not
subject such Lender to any unreimbursed out-of-pocket cost or expense and would
not otherwise be disadvantageous to such Lender.

                      (g) If the Administrative Agent, any Lender or the Issuing
Lender determines, in its sole discretion exercised in good faith, that it has
received a refund of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by the Company or with respect to which the Company has paid
additional amounts pursuant to this Section 5.23, it shall pay to the Company an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Company under this Section 5.23 with respect
to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all
reasonable out-of-pocket expenses of the Administrative Agent, such Lender or
the Issuing Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Company, upon the request of the Administrative
Agent, such Lender or the Issuing Lender, agrees to repay the amount paid over
to the Company (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Lender or the
Issuing Lender if the Administrative Agent, such Lender or the Issuing Lender is
required to repay such refund to such Governmental Authority. This subsection
(g) shall not be construed to require the Administrative Agent, any Lender or
the Issuing Lender to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Company or any other
Person.

<PAGE>

                                                                              54

                  SECTION 6. REPRESENTATIONS AND WARRANTIES.
                             ------------------------------

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans and to induce the Issuing Lenders to issue, and the
Participating Lenders to participate in, the Letters of Credit, the Company
hereby represents and warrants to each Lender and each Agent, on and as of the
Closing Date and on the date of each Loan made or Letter of Credit issued
thereafter, that:

                  6.1 Corporate Existence; Compliance with Law. Each Credit
Party and its Subsidiaries (a) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
(b) has the corporate power and authority and the legal right to own and operate
its property, to lease the property it operates and to conduct the business in
which it is currently engaged, except to the extent that the failure to have
such power, authority, or rights could not reasonably be expected to have a
Material Adverse Effect, (c) is duly qualified as a foreign corporation and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect and (d) is in compliance with all
applicable Requirements of Law (including, without limitation, occupational
safety and health, health care, pension, certificate of need, the Comprehensive
Environmental Response, Compensation and Liability Act, any so-called
"Superfund" or "Superlien" law, or any applicable federal, state, local or other
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or legally enforceable standards of conduct
concerning, any Materials of Environmental Concern, the Patriot Act, and any and
all anti-terrorism laws), except to the extent that the failure to comply
therewith could not reasonably be expected to, individually or in the aggregate,
have a Material Adverse Effect.

                  6.2 Corporate Power; Authorization. Each Credit Party has the
corporate power and authority and the legal right to make, deliver and perform
the Credit Documents to which it is a party; the Company has the corporate power
and authority and legal right to borrow hereunder and to have Letters of Credit
issued for its account hereunder. Each Credit Party has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Credit Documents to which it is a party and, in case of the Company, to
authorize the borrowings hereunder and the issuance of Letters of Credit for its
account hereunder. No consent or authorization of, or filing with, any Person
(including, without limitation, any Governmental Authority) is required in
connection with the execution, delivery or performance by any Credit Party, or
the validity or enforceability against any Credit Party, of any Credit Document
to the extent that it is a party thereto, other than any such consent or
authorization which has been obtained or filing which has been made to the
extent required hereunder, or the failure of which to obtain could have a
Material Adverse Effect.

                  6.3 Enforceable Obligations. Each of the Credit Documents has
been duly executed and delivered on behalf of each Credit Party party thereto
and each of such Credit Documents constitutes the legal, valid and binding
obligation of such Credit Party, enforceable against such Credit Party in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws

<PAGE>

                                                                              55

affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

                  6.4 No Conflict With Law or Contractual Obligations. The
performance of each Credit Document, and the use of the proceeds of the Loans
and of drawings under the Letters of Credit will not violate any Requirement of
Law or any material Contractual Obligation applicable to or binding upon any
Credit Party, any of its Subsidiaries or any of its properties or assets, and
will not result in the creation or imposition of (or the obligation to create or
impose) any Lien (other than any Liens created pursuant to the Credit Documents)
on any of its or their respective properties or assets pursuant to any
Requirement of Law applicable to it or them, as the case may be, or any of its
or their Contractual Obligations, except, in the case of any Contractual
Obligations, for any such violations which could not reasonably be expected to
have a Material Adverse Effect.

                  6.5 No Material Litigation. No litigation or investigation or
proceeding of or by any Governmental Authority or any other Person is pending or
has been overtly threatened against any Credit Party or any of its Subsidiaries,
(a) with respect to the validity, binding effect or enforceability of any Credit
Document, or with respect to the Loans made hereunder, the use of proceeds
thereof or of any drawings under a Letter of Credit, and the other transactions
contemplated hereby or thereby, or (b) which could reasonably be expected to
have a Material Adverse Effect.

                  6.6 Investment Company Act. Neither any Credit Party nor any
of its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended).

                  6.7 Federal Reserve Regulations. No part of the proceeds of
any of the Loans or any drawing under a Letter of Credit will be used to
"purchase" or "carry" "margin stock" within the meaning of Regulation U of the
Board or for any other purpose which violates, or which would be inconsistent
with, the provisions of Regulation T, U or X of the Board. Neither the Company
nor any of its Subsidiaries is engaged or will engage, principally or as one of
its important activities, in the business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" within the respective meanings of
each of the quoted terms under said Regulation U.

                  6.8 No Default. Neither the Company nor any of its
Subsidiaries is in default in the payment or performance of any of its or their
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
is in default under any order, award or decree of any Governmental Authority or
arbitrator binding upon or affecting it or them or by which any of its or their
properties or assets may be bound or affected in any respect which could
reasonably be expected to have a Material Adverse Effect, and no such order,
award or decree could reasonably be expected to materially adversely affect the
ability of the Company and its Subsidiaries taken as a whole to carry on their
businesses as presently conducted or the ability of any Credit Party to perform
its obligations under any Credit Document to which it is a party.

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                                                                              56

                  6.9 Taxes. Each of the Company and its Subsidiaries has filed
or caused to be filed or has timely requested an extension to file or has
received an approved extension to file all Federal and all other material tax
returns which are required to have been filed, and has paid all material Taxes
shown to be due and payable on said returns or extension requests or on any
assessments made against it or any of its property and all other material Taxes
imposed on it or any of its property by any Governmental Authority (other than
those the amount or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided in the books of the Company or its Subsidiaries, as the
case may be); and no claims are being asserted in writing with respect to any
such material Taxes (other than those the amount or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided in the
books of the Company or its Subsidiaries, as the case may be).

                  6.10 Subsidiaries. The Subsidiaries of the Company listed on
Schedule 6.10(a) constitute all of the Domestic Subsidiaries of the Company and
the Subsidiaries listed on Schedule 6.10(b) constitute all of the Foreign
Subsidiaries of the Company, in each case, as of the Closing Date.

                  6.11 Ownership of Property; Liens. Except as set forth in
Schedule 6.11, the Company and each of its Subsidiaries has valid and subsisting
Leasehold interests in all its respective material Real Property, and good title
to or valid and subsisting Leasehold interests in all of its respective material
other property, except, in each case, as such failure to have good and valid
title or valid and subsisting Leasehold interests could not reasonably be
expected to have a Material Adverse Effect, and none of such property is
subject, except as permitted hereunder, to any Lien (including, without
limitation, and subject to subsection 9.3 hereof, Federal, state and other Tax
liens).

                  6.12 ERISA. No "prohibited transaction" (as defined in Section
406 of ERISA or Section 4975 of the Code) or "accumulated funding deficiency"
(as defined in Section 302 of ERISA) or Reportable Event (other than a
Reportable Event with respect to which the 30-day notice requirement under
Section 4043 of ERISA has been waived) has occurred during the five years
preceding each date on which this representation is made or deemed made with
respect to any Single Employer Plan in any case the consequences of which could
reasonably be expected to have a Material Adverse Effect. The present value of
all accrued benefits under each Single Employer Plan maintained by the Company
or a Commonly Controlled Entity (based on those assumptions used to fund such
Plan) did not, as of the most recent annual valuation date in respect of each
such Plan, exceed the fair market value of the assets of the Plan (including for
these purposes accrued but unpaid contributions) allocable to such benefits by
an amount that could reasonably be expected to have a Material Adverse Effect.
The liability to which the Company would become subject under ERISA if the
Company or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
hereof could not reasonably be expected to have a Material Adverse Effect. No
Multiemployer Plan is either in Reorganization or Insolvent in any case the
consequences of which could reasonably be expected to have a Material Adverse
Effect.

                  6.13 Environmental Matters.

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                                                                              57

                      (a) The Properties do not contain any Materials of
Environmental Concern in concentrations which constitute a violation of, or
could reasonably be expected to give rise to liability under, Environmental Laws
that could reasonably be expected to have a Material Adverse Effect.

                      (b) The Properties and all operations at the Properties
are in compliance with all applicable Environmental Laws, except for failure to
be in compliance that could not reasonably be expected to have a Material
Adverse Effect, and there is no contamination at, under or about the Properties
that could reasonably be expected to have a Material Adverse Effect.

                      (c) Neither the Company nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to the Properties that could reasonably be
expected to have a Material Adverse Effect, nor does the Company have knowledge
that any such action is being contemplated, considered or threatened.

                      (d) There are no judicial proceedings or governmental or
administrative actions pending or threatened under any Environmental Law to
which the Company or any Subsidiary is or will be named as a party with respect
to the Properties that could reasonably be expected to have a Material Adverse
Effect, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders under any Environmental Law with respect
to the Properties that could reasonably be expected to have a Material Adverse
Effect.

                  6.14 Accuracy and Completeness of Financial Statements.

                      (a) (i) The audited consolidated balance sheet of the
Company and its Subsidiaries at December 31, 2005 and the related consolidated
statements of operations, shareholders' equity and cash flows for the fiscal
year ended on such date, reported on by Deloitte & Touche, LLP and (ii) the
unaudited consolidated balance sheet of the Company and its Subsidiaries as of
March 31, 2006, and the related consolidated statements of income, shareholders'
equity and cash flows for the fiscal periods ended on such date, fairly present
in all material respects (except, with respect to interim reports, for year-end
adjustments and absence of detailed footnote disclosures) the consolidated
financial position of the Company and its Subsidiaries as at such date, and the
consolidated results of their operations and cash flows for the fiscal periods
then ended and, in the case of the statements referred to in the foregoing
clause (ii), the portion of the fiscal year through such date, in each case, in
accordance with GAAP consistently applied throughout the periods involved
(except as noted therein).

                      (b) The Projections delivered pursuant to section 7.1(b)
hereof were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions existing at the
time of delivery of such forecasts, and represented, at the time of delivery,
the Company's estimate of its future financial condition and performance.

                  6.15 Absence of Undisclosed Liabilities. Except as reflected
in the consolidated balance sheet of the Company as of March 31, 2006 and except
for the Loans incurred on the Closing Date, neither the Company nor any of its
Subsidiaries has or is subject to

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                                                                              58

any liabilities (absolute, accrued, contingent or otherwise), except liabilities
or obligations which could not, individually or in the aggregate, reasonably be
expected to constitute a Material Adverse Effect.

                  6.16 No Material Adverse Change. Since December 31, 2005,
there has not been any event, occurrence, fact, condition, change, development
or effect which individually or in the aggregate has had or could reasonably be
expected to have a Material Adverse Effect.

                  6.17 Solvency. The Company is, individually and together with
its Subsidiaries on a consolidated basis, Solvent. No Credit Party intends to,
nor will it permit any of its Subsidiaries to, nor does it believe that it or
any of its Subsidiaries has or will incur debts beyond its ability to pay such
debts as they mature, taking into account the timing of and amounts of cash to
be received by it or any such Subsidiary and the timing of the amounts of cash
to be payable on or in respect of its Indebtedness or the Indebtedness of any
such Subsidiary.

                  6.18 Intellectual Property. The Company and each of its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person. To the best knowledge of the
Company, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Company or any of its Subsidiaries infringes upon any rights
held by any other Person. No claim or litigation regarding any of the foregoing
is pending or, to the best knowledge of the Company, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

                  6.19 Creation and Perfection of Security Interests.

                      (i) Article 9 Collateral. Each of the Security Agreement
         and the Pledge Agreements is effective to create in favor of the
         Collateral Agent, for the ratable benefit of the Secured Parties, a
         legal, valid and enforceable security interest in the Collateral
         described therein and, when financing statements in appropriate form
         are filed in the offices specified on Schedule 4.01 to the Security
         Agreement and the Pledged Collateral is delivered to the Collateral
         Agent, each of the Security Agreement and the Pledge Agreements shall
         constitute a fully perfected Lien on, and security interest in, all
         right, title and interest of the grantors thereunder in such of the
         Collateral in which a security interest can be perfected under Article
         9 of the UCC, in each case prior and superior in right to any other
         Person, other than with respect to Permitted Liens.

                      (ii) Intellectual Property. When financing statements in
         the appropriate form are filed in the offices specified on Schedule
         4.01 to the Security Agreement, the Assignment of Patents and
         Trademarks, substantially in the form of Exhibit A to the Security
         Agreement, is filed in the United States Patent and Trademark Office
         and the Assignment of Copyrights, substantially in the form of Exhibit
         B to the Security Agreement, is filed in the United States Copyright
         Office, the Security Agreement shall constitute a fully perfected Lien
         on, and security interest in, all right, title and interest of the
         grantors thereunder in the United States patents, trademarks,

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                                                                              59

         copyrights, licenses and other intellectual property rights covered in
         such Assignments, in each case prior and superior in right to any other
         Person (it being understood that subsequent recordings in the United
         States Patent and Trademark Office and the United States Copyright
         Office may be necessary to perfect a lien on registered trademarks,
         trademark applications and copyrights acquired by the Credit Parties
         after the Closing Date).

                      (iii) Status of Liens. The Collateral Agent, for the
         ratable benefit of the Secured Parties, will at all times have the
         Liens provided for in the Collateral Documents and, subject to the
         filing by the Collateral Agent of continuation statements to the extent
         required by the UCC, the Collateral Documents will at all times
         constitute valid and continuing liens of record and first priority
         perfected security interests in all the Collateral referred to therein,
         except as priority may be affected by Permitted Liens. As of the
         Closing Date, no filings or recordings are required in order to perfect
         the security interests created under the Collateral Documents, except
         for filings or recordings listed on Schedule 4.01 to the Security
         Agreement, and all such listed filings and recordings have been made.

                  6.20 Accuracy and Completeness of Disclosure. The Company has
disclosed to the Administrative Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of the Company or any
of its Subsidiaries to the Administrative Agent or any Lender in connection with
the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Credit Document (in each case as modified
or supplemented by other information so furnished), taken as a whole, contains
any material misstatement of fact or omits 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.

                  SECTION 7. CONDITIONS PRECEDENT
                             --------------------

                  7.1 Conditions to Initial Loans and Letters of Credit. The
obligation of each Lender to make its Loans on the Closing Date and the
obligation of the Issuing Lenders to issue any Letter of Credit on the Closing
Date are subject to the satisfaction, or waiver by the Lenders immediately prior
to or concurrently with the making of such Loans or the issuance of such Letter
of Credit, as the case may be, of the following conditions precedent (which must
be satisfied or waived on or prior to August 31, 2006):

                      (a) Agreement. The Administrative Agent shall have
received counterparts hereof signed by each of the parties hereto (or, in the
case of any party as to which an executed counterpart shall not have been
received, receipt by the Administrative Agent in form satisfactory to it or
telecopy or other written confirmation from such party of execution of a
counterpart hereof of such party).

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                                                                              60

                      (b) Financial Information. The Initial Lenders shall have
received (i) unaudited consolidated balance sheets and related statements of
income, stockholders' equity and cash flows of the Company for each fiscal
quarter of the current fiscal year ending more than 40 days prior to the Closing
Date and for the comparable periods of the fiscal year ending December 31, 2005
(with respect to which the Company's independent auditors, Deloitte & Touche,
LLP, shall have performed an SAS 100 review); and (ii) forecast (the
"Projections") of the financial performance of the Company and its subsidiaries
(x) on an annual basis, through 2011 and (y) on a quarterly basis, through 2007
satisfactory to the Initial Lenders. The financial statements referred to in
clause (i) shall be prepared in accordance with GAAP.

                      (c) Pledge Agreements. The Administrative Agent shall have
received (i) the Company Pledge Agreement executed and delivered by a duly
authorized officer of the Company, (ii) the Security Agreement, and (iii) all of
the Collateral Documents related thereto, in each case, executed and delivered
by a duly authorized officer of the Company.

                      (d) Legal Opinions. The Administrative Agent shall have
received, dated the Closing Date and addressed to the Administrative Agent, the
Collateral Agent, and the Lenders, opinions of (i) Shearman & Sterling LLP, New
York counsel to the Company and (ii) Edmund J. Moriarty, general counsel to the
Company, each in form and substance reasonably satisfactory to the
Administrative Agent. Such opinions shall also cover such other matters incident
to the transactions contemplated by this Agreement as the Administrative Agent
shall reasonably require.

                      (e) Closing Certificates. The Administrative Agent shall
have received Closing Certificate of the Company dated the Closing Date,
substantially in the form of Exhibits B-1 and B-2 hereto, respectively, with
appropriate insertions and attachments, satisfactory in form and substance to
the Administrative Agent and its counsel, executed by (i) the President or any
Vice President and (ii) the Secretary or any Assistant Secretary of the Company.

                      (f) Fees. The Administrative Agent shall have received for
the account of the Lenders, or for its own account, as the case may be, all fees
(including the fees referred to in subsection 5.10) payable to the Lenders and
the Administrative Agent on or prior to the Closing Date, including all costs,
fees, expenses (including, without limitation, reasonable fees of one legal
counsel to the Initial Lenders and one local counsel in each appropriate
jurisdiction) and other compensation payable to the Lenders, the Joint Lead
Arrangers, the Initial Lenders, the Administrative Agent and the Collateral
Agent, including any and all Fees pursuant to (i) the Fee Letter and (ii) the
Administrative Agency Fee Letter, subject to receipt of supporting documentation
in reasonable detail.

                      (g) Filings. All necessary or advisable filings shall have
been duly made or delivered for filing to create a perfected first priority lien
on and security interest in all Collateral granted to the Collateral Agent
pursuant to the Collateral Documents, other than any Mortgages, which shall be
delivered pursuant to Section 8.10.

                      (h) Pledged Stock; Stock Powers; Pledged Notes. The
Administrative Agent shall have received the certificates representing the
shares pledged pursuant to each of the Pledge Agreements, together with an
undated stock power for each such certificate executed in

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                                                                              61

blank by a duly authorized officer of the pledgor thereof, and, if issued, any
other promissory note pledged pursuant to any Pledge Agreement, endorsed in
blank by a duly authorized officer of the pledgor thereof.

                      (i) Organizational Documents. The Administrative Agent
shall have received true and correct copies of the Organization Documents of
each Credit Party, certified as to authenticity by the Secretary or Assistant
Secretary of each such Credit Party.

                      (j) Corporate Documents. The Administrative Agent shall
have received copies of certificates from the Secretary of State or other
appropriate authority of such jurisdiction, evidencing good standing of each
Credit Party in its jurisdiction of incorporation and in each state where the
ownership, lease or operation of property or the conduct of business requires it
to qualify as a foreign corporation except where the failure to so qualify could
not reasonably be expected to have a Material Adverse Effect.

                      (k) Additional Matters. All other documents and legal
matters in connection with the transactions contemplated by this Agreement shall
be reasonably satisfactory in form and substance to the Administrative Agent and
its counsel. Any information submitted to any of the Initial Lenders by or on
behalf of the Company or any of its Subsidiaries or affiliates shall be accurate
and complete in all material respects.

                      (l) Compliance with Law; Approvals. The Company and its
subsidiaries, and the Refinancing shall be in compliance, in all material
respects, with all applicable foreign and U.S. federal, state and local laws and
regulations. All necessary governmental approvals in connection therewith shall
have been obtained and shall be in effect, other than any such approvals the
absence of which would not materially impair the performance of obligations
under, or in connection with, the Refinancing, the initial borrowings to be made
hereunder or the Closing Date, and the payment of fees, commissions, and
expenses in connection with the foregoing.

                      (m) Regulatory Authority Information. The Company and each
Subsidiary shall have provided the documentation and other information to the
Lenders that is required by regulatory authorities under applicable "know your
customer" and anti-money-laundering rules and regulations, including, without
limitation, the Patriot Act.

                  7.2 Conditions to All Loans and Letters of Credit. The
obligation of each Lender to make any Loan (other than any Revolving Credit Loan
the proceeds of which are to be used to repay Refunded Swing Line Loans) and the
obligation of each Issuing Lender to issue any Letter of Credit is subject to
the satisfaction of the following conditions precedent on the relevant Borrowing
Date:

                      (a) Representations and Warranties. Each of the
representations set forth in Section 10, or which are contained in any other
Credit Document shall be true and correct in all material respects on and as of
the date such Loan is made (or such Letter of Credit is issued) as if made on
and as of such date (unless stated to relate to a specific earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date).

<PAGE>

                                                                              62

                      (b) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such date or after giving
effect to the Loan to be made or the Letter of Credit to be issued on such
Borrowing Date.

                      (c) Notice. The Administrative Agent and, if applicable,
the applicable Issuing Lender or the Swing Line Lender shall have received a
notice of borrowing request or credit extension in accordance with the
requirements of Section 8 hereof.

                  Each borrowing by the Company hereunder and the issuance of
each Letter of Credit by each Issuing Lender hereunder shall constitute a
representation and warranty by the Company as of the date of such borrowing or
issuance that the conditions in clauses (a) and (b) of this subsection 7.2 have
been satisfied.

                  7.3 Additional Condition to Tranche B Term Loan Borrowings.
The obligation of each Lender to make a Tranche B Term Loan at any time on or
after the Closing Date is subject to the satisfaction of the conditions
precedent in section 7.2 on the relevant Borrowing Date as well as pro forma
compliance (as evidenced to the reasonable satisfaction of the Administrative
Agent by the delivery of a certificate from a Responsible Officer of the Company
setting forth in reasonable detail the calculations necessary to determine such
compliance) with section 9.1 after giving effect to the applicable Term Loan
Borrowing and any use of proceeds thereof.

                  SECTION 8. AFFIRMATIVE COVENANTS
                             ---------------------

                  The Company hereby agrees that, so long as the Commitments
remain in effect, any Loan or Revolving L/C Obligation remains outstanding and
unpaid, any amount remains available to be drawn under any Letter of Credit or
any other amount is owing to any Lender (other than Unmatured Surviving
Obligations), any Agent or any Issuing Lender hereunder, it shall, and, in the
case of the agreements contained in subsections 8.3, 8.4, 8.5, 8.6, 8.7, 8.8,
8.9, 8.10, 8.11, and 8.12 cause each of its Subsidiaries to:

                  8.1 Financial Statements. Furnish to the Administrative Agent
(with sufficient copies for each Lender):

                      (a) Audited Annual Financial Statements. As soon as
available, but in any event within 90 days after the end of each fiscal year of
the Company, a copy of the consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of such year and the related
consolidated statements of income, shareholders' equity and cash flows for such
year, setting forth in each case in comparative form the figures for the
previous year, reported on without a "going concern" or like qualification or
exception, or qualification arising out of the scope of the audit, by certified
public accountants of nationally recognized standing acceptable to the Required
Lenders;

                      (b) Quarterly Financial Statements. As soon as available,
but in any event not later than 45 days after the end of each of the first three
quarterly periods of each fiscal year of the Company, commencing with the
quarterly period ending September 30, 2006, the unaudited consolidated balance
sheet of the Company and its consolidated Subsidiaries as at the end of such
quarter and the related unaudited consolidated statements of income,
shareholders'

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                                                                              63

equity and cash flows of the Company and its consolidated Subsidiaries for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for the previous
year, certified by a Responsible Officer on behalf of the Company as being
fairly stated in all material respects (subject to normal year-end audit
adjustments); and

                      (c) Annual Budget. As soon as available, but in any event
within 90 days after the beginning of each fiscal year of the Company to which
such budget relates, an annual operating budget of the Company and its
Subsidiaries, on a consolidated basis, as adopted by the Board of Directors of
the Company;

all financial statements shall be prepared in reasonable detail in accordance
with GAAP in all material respects (provided that interim statements may be
condensed and may exclude detailed footnote disclosure) applied consistently
throughout the periods reflected therein and with prior periods (except as
concurred in by such officer and disclosed therein and except that interim
financial statements need not be restated for changes in accounting principles
which require retroactive application, and operations which have been
discontinued (as such term is used in Statement of Financial Accounting
Standards No. 144) during the current year need not be shown in interim
financial statements as such either for the current period or comparable prior
period). In the event the Company changes its accounting methods because of
changes in GAAP, the Company shall also provide, if necessary for the
determination of compliance with this Section, Sections 5.6, 8.2, 9.1, 13. 7,
9.9, and 9.12, a statement of reconciliation conforming such financial
statements to GAAP.

                  8.2 Certificates; Other Information. Furnish to the
Administrative Agent (with sufficient copies for each Lender):

                      (a) concurrently with the delivery of the consolidated
financial statements referred to in subsection 8.1(a), a letter from the
independent certified public accountants reporting on such financial statements
stating that in making the examination necessary to express their opinion on
such financial statements that there is no Default or Event of Default under any
financial covenants hereunder, except as specified in such letter;

                      (b) concurrently with the delivery of the financial
statements referred to in subsections 8.1(a) and (b), a certificate of a
Responsible Officer on behalf of the Company (i) stating that, to the best of
such officer's knowledge, the Company and its Subsidiaries have observed or
performed all of its covenants and other agreements, and satisfied every
applicable condition, contained in this Agreement and the other Credit Documents
to be observed, performed or satisfied by it, and that such officer has obtained
no knowledge of any Default or Event of Default except as specified in such
certificate, (ii) showing in detail as of the end of the related fiscal period
the figures and calculations supporting such statement in respect of subsection
9.1, clauses (f) and (h) of subsection 9.2, clause (b) of subsection 9.4,
clauses (a), (b) and (k) of subsection 9.7, subsection 9.8, clause (b) of
subsection 9.9, and subsection 9.12, (iii) showing in detail as of the end of
the related fiscal period for purposes of calculating the Applicable Level the
ratio of Consolidated Total Indebtedness to Consolidated EBITDA and the
calculations supporting such statement and if applicable, stating the Applicable
Margin payable as a result of such ratio, (iv) showing in detail as of the end
of the related fiscal period for

<PAGE>

                                                                              64

purposes of calculating the Secured Leverage Ratio the ratio of Consolidated
Total Secured Indebtedness to Consolidated EBITDA and the calculations
supporting such statement, (v) if not specified in the financial statements
delivered pursuant to subsection 8.1, specifying on a consolidated basis the
aggregate amount of interest paid or accrued by the Company and its
Subsidiaries, and the aggregate amount of depreciation, depletion and
amortization charged on the books of the Company and its Subsidiaries, during
such accounting period, (vi) listing all Indebtedness (other than Indebtedness
hereunder) in each case incurred since the date of the previous consolidated
balance sheet of the Company delivered pursuant to subsection 8.1(a) or (b) and
(vii) setting forth in reasonable detail the reconciliation of Consolidated
EBITDA to Consolidated Net Income of the Company;

                      (c) promptly upon receipt thereof, copies of all final
reports submitted to the Company by independent certified public accountants in
connection with each annual, interim or special audit of the books of the
Company made by such accountants;

                      (d) promptly, after the furnishing thereof, copies of any
statement or report furnished to holders generally of any debt securities
constituting Material Indebtedness of the Company or any Subsidiary thereof
pursuant to the terms of any indenture, loan or credit or similar agreement and
not otherwise required to be furnished to the Lenders pursuant to Section 8.1 or
any other clause of this Section 8.2 and not otherwise filed with the Securities
and Exchange Commission or any Governmental Authority succeeding to any of its
functions; and

                      (e) promptly, such additional financial and other
information as any Lender, through the Administrative Agent, may from time to
time reasonably request.

Information required to be delivered pursuant to subsection 8.1 or 8.2 shall be
deemed to have been delivered if such information shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which each Lender has
been granted access. Information delivered pursuant to subsection 8.1 or 8.2 may
also be delivered by electronic communications pursuant to procedures approved
by the Administrative Agent.

                  8.3 Payment of Other Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all of its obligations and liabilities of whatever nature, except (a) when
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the Company or any of its
Subsidiaries, as the case may be and (b) for trade and other accounts payable in
the ordinary course of business in accordance with customary trade terms and
which are not overdue for a period of more than 60 days (or any longer period if
longer payment terms are accepted in the ordinary course of business) or, if
overdue for more than 60 days (or such longer period), as to which a dispute
exists and adequate reserves in conformity with GAAP have been established on
the books of the Company and its Subsidiaries, as the case may be.

                  8.4 Continuation of Business and Maintenance of Existence and
Material Rights and Privileges. Continue to engage in business of the same
general type as now conducted by it, and preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all rights, privileges, franchises, accreditations,

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                                                                              65

certifications, authorizations, licenses, permits, approvals and registrations,
necessary or desirable in the normal conduct of its business except for rights,
privileges, franchises, accreditations, certifications, authorizations,
licenses, permits, approvals and registrations the loss of which could
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect, and except as otherwise permitted by subsections 9.6, 9.7 and
9.8, and 9.9.

                  8.5 Compliance with All Applicable Laws and Regulations and
Material Contractual Obligations. Comply with all applicable Requirements of Law
(including, without limitation, any and all Environmental Laws, tax, and ERISA
laws) and Contractual Obligations except to the extent that the failure to
comply therewith could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

                  8.6 Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted); and

                      (b) Maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
with only such deductibles as are usually maintained by, and against at least
such risks as are usually insured against in the same general area by, companies
engaged in the same or a similar business (in any event including general
liability, contractual liability, personal injury, workers' compensation,
employers' liability, automobile liability and physical damage coverage, all
risk property, business interruption, fidelity and crime insurance); provided
that the Company may implement programs of self insurance in the ordinary course
of business and in accordance with industry standards for a company of similar
size so long as reserves are maintained in accordance with GAAP for the
liabilities associated therewith.

                  8.7 Maintenance of Books and Records. Keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities which
permit financial statements to be prepared in conformity with GAAP and all
Requirements of Law:

                  8.8 Right of the Lenders to Inspect Property and Books and
Records. Permit representatives of any Lender upon reasonable notice during
business hours and with a Responsible Officer present to visit and inspect any
of its properties and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be desired upon
reasonable notice, and to discuss the business, operations, properties and
financial and other condition of the Company and its Subsidiaries with officers
and employees thereof, and with their independent certified public accountants.

                  8.9 Notices. Promptly give notice to the Administrative Agent
and each Lender:

                  (a) of the occurrence of any Default or Event of Default;

                  (b) of any (i) default or event of default under any
         instrument or other agreement, guarantee or collateral document of the
         Company or any of its Subsidiaries which default or event of default
         has not been waived and could reasonably be expected

<PAGE>

                                                                              66

         to have a Material Adverse Effect, or any other default or event of
         default under any such instrument, agreement, guarantee or other
         collateral document which, but for the proviso to clause (e) of Section
         10, would have constituted a Default or Event of Default under this
         Agreement, or (ii) litigation, investigation or proceeding which may
         exist at any time between the Company or any of its Subsidiaries and
         any Governmental Authority, or receipt of any notice of any
         environmental claim or assessment against the Company or any of its
         Subsidiaries by any Governmental Authority, which in any such case
         could reasonably be expected to have a Material Adverse Effect;

                  (c) of any litigation or proceeding affecting the Company or
         any of its Subsidiaries (i) in which more than $10,000,000 of the
         amount claimed is not covered by insurance or (ii) in which injunctive
         or similar relief is sought which if obtained could reasonably be
         expected to have a Material Adverse Effect;

                  (d) of the following events, as soon as practicable after, and
         in any event within 30 days after, the Company knows thereof: (i) the
         occurrence of any Reportable Event with respect to any Single Employer
         Plan which Reportable Event could reasonably be expected to have a
         Material Adverse Effect, or (ii) the institution of proceedings or the
         taking of any other action by PBGC, the Company or any Commonly
         Controlled Entity to terminate, withdraw from or partially withdraw
         from any Plan and, with respect to a Multiemployer Plan, the
         Reorganization or Insolvency of such Plan, in each of the foregoing
         cases which could reasonably be expected to have a Material Adverse
         Effect, and in addition to such notice, deliver to the Administrative
         Agent and each Lender whichever of the following may be applicable: (A)
         a certificate of a Responsible Officer on behalf of the Company setting
         forth details as to such Reportable Event and the action that the
         Company or such Commonly Controlled Entity proposes to take with
         respect thereto, together with a copy of any notice of such Reportable
         Event that may be required to be filed with PBGC, or (B) any notice
         delivered by PBGC evidencing its intent to institute such proceedings
         or any notice to PBGC that such Plan is to be terminated, as the case
         may be;

                  (e) of a failure or anticipated failure by the Company to make
         payment when due and payable on the Existing Senior Notes or the
         Existing Subordinated Notes; and

                  (f) of a material adverse change known by the Company or any
         of its Subsidiaries in the business, financial condition, assets,
         liabilities, properties or results of operations of the Company and its
         Subsidiaries taken as a whole.

Each notice pursuant to this subsection 8.9 shall be accompanied by a statement
of a Responsible Officer on behalf of the Company setting forth details of the
occurrence referred to therein and (in the cases of clauses (a) through (e))
stating what action the Company proposes to take with respect thereto.

                  8.10 Subsidiary Guarantors; Pledge of Stock of Additional
Subsidiaries. (a) If any Person shall become a Domestic Subsidiary of the
Company by virtue of a Permitted Acquisition, then, unless all or substantially
all of the assets of such Person are transferred to the Company (by merger of
such Person with and into the Company or otherwise), within 90 days

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                                                                              67

after the date such Person first became a Domestic Subsidiary of the Company,
the Company shall cause such Person to, and such Person shall, guarantee the
Obligations on a senior secured basis on terms and conditions satisfactory to
the Administrative Agent, and shall execute and deliver to the Administrative
Agent such documents as the Administrative Agent reasonably requires evidencing
such secured guarantee.

                      (b) Each Credit Party shall pledge the capital stock, or
other Equity Interests and intercompany indebtedness, owned by it (unless such a
pledge is expressly not required by this Agreement or the Pledge Agreements)
pursuant to the Pledge Agreements.

                      (c) Additional Security. Each Credit Party will cause, (i)
each parcel of owned Real Property having a fair market value of $7,500,000 or
more (except any such parcel as to which the costs of providing a mortgage or
deed of trust are excessive in relation to the benefit afforded to the parties
secured thereby, as determined in the reasonable discretion of the
Administrative Agent) and all of its personal property and (ii) upon the
occurrence of an Event of Default, all other assets and properties of such
Credit Party as are not covered by the original Collateral Documents and as may
be requested by the Collateral Agent or the Required Lenders in their sole
reasonable discretion to be subject at all times to first priority (subject only
to Permitted Liens), perfected and, in the case of owned Real Property, title
insured Liens in favor of the Collateral Agent pursuant to the Collateral
Documents or such other security agreements, pledge agreements, mortgages or
similar collateral documents as the Collateral Agent shall request in its sole
reasonable discretion (collectively, the "Additional Collateral Documents").

         In furtherance of the foregoing terms of this clause (c), upon
the acquisition of any property referred to in the preceding paragraph by any
Credit Party, if such property, in the judgment of the Administrative Agent,
shall not already be subject to a perfected first priority security interest in
favor of the Administrative Agent for the benefit of the Secured Parties, then
such Credit Party shall, at the Company's expense:

                      (i) within 30 days after such acquisition, furnish to the
         Administrative Agent a description of the property so acquired in
         detail satisfactory to the Administrative Agent;

                      (ii) within 45 days after such acquisition, cause the
         applicable Credit Party to duly execute and deliver to the Collateral
         Agent deeds of trust, trust deeds, deeds to secure debt, mortgages,
         instruments of accession to the Collateral Documents and other security
         and pledge agreements, as specified by and in form and substance
         satisfactory to the Administrative Agent, securing payment of all the
         Obligations of the applicable Credit Party under the Credit Agreement
         and constituting Liens on all such properties;

                      (iii) within 60 days after such acquisition, cause the
         applicable Credit Party to take whatever action (including the
         recording of mortgages, the filing of UCC financing statements, the
         giving of notices and the endorsement of notices on title documents) as
         may be necessary or advisable in the opinion of the Administrative
         Agent to vest in the Collateral Agent (or in any representative of the
         Collateral Agent designated by it) valid and subsisting Liens on such
         property, enforceable against all third parties;

<PAGE>

                                                                              68

                      (iv) within 60 days after such acquisition, deliver to the
         Administrative Agent, upon the request of the Administrative Agent in
         its sole discretion, a signed copy of a favorable opinion, addressed to
         the Administrative Agent, the Collateral Agent, and the other Secured
         Parties, of counsel for the Credit Parties acceptable to the
         Administrative Agent as to the matters contained in clauses (ii) and
         (iii) above and as to such other matters as the Administrative Agent
         may reasonably request;

                      (v) as promptly as practicable after any acquisition of
         any such Real Property, deliver, upon the request of the Administrative
         Agent in its sole discretion, to the Collateral Agent with respect to
         such Real Property title reports, surveys and engineering, soils and
         other reports, and environmental assessment reports, each in scope,
         form and substance satisfactory to the Administrative Agent, provided,
         however, that to the extent that any Credit Party or any of its
         Subsidiaries shall have otherwise received any of the foregoing items
         with respect to such real property, such items shall, promptly after
         the receipt thereof, be delivered to the Administrative Agent; and

                      (vi) deliver such proof of organizational authority,
         incumbency of officers, opinions of counsel and other documents as is
         consistent with those delivered by each Credit Party pursuant to
         Section 7.1 on the Closing Date or as the Administrative Agent, the
         Collateral Agent or the Required Lenders shall have requested.

         If, subsequent to the Closing Date, a Credit Party shall acquire any
intellectual property, securities, instruments, chattel paper or other personal
property required to be delivered to the Collateral Agent as Collateral
hereunder or under any of the Collateral Documents, the Company shall promptly
(and in any event within three Business Days after any Responsible Officer of
any Credit Party acquires knowledge of the same) notify the Collateral Agent of
the same. Each of the Credit Parties shall adhere to the covenants regarding the
location of personal property as set forth in the Collateral Documents.

                      (d) Real Property Appraisals. If the Collateral Agent or
the Required Lenders determine that there is a Requirement of Law for them to
have appraisals prepared in respect of the Real Property of the Company
constituting Collateral, the Company shall provide to the Collateral Agent
appraisals which satisfy the applicable requirements set forth in 12 C.F.R.,
Part 34 - Subpart C or any successor or similar statute, rule, regulation,
guideline or order, and which shall be in scope, form and substance, and from
appraisers, reasonably satisfactory to the Required Lenders and shall be
accompanied by a certification of the appraisal firm providing such appraisals
that the appraisals comply with such requirements.

                      (e) Foreign Subsidiaries Security. Upon the written
request of the Administrative Agent following a Change in Law, which Change in
Law is reasonably determined to be relevant by the Administrative Agent, unless
(x) counsel for the Company reasonably acceptable to the Administrative Agent
provides, within 60 days after such written request of the Administrative Agent,
a written opinion addressed to the Company and the Administrative Agent, in form
and substance mutually satisfactory to the Company and the Administrative Agent,
to the effect that, with respect to any direct Foreign Subsidiary of any Credit
Party that has not already had all of the Equity Interests issued by it pledged
pursuant to the Pledge Agreements, a pledge of more than 65.0% of the total
combined voting power of all

<PAGE>

                                                                              69

classes of capital stock of such Foreign Subsidiary entitled to vote could
reasonably be expected to cause the undistributed earnings of such Foreign
Subsidiary (as determined for United States federal income tax purposes) to be
treated as a deemed dividend to the Company or any other domestic Affiliate of
the Company for U.S. federal income Tax purposes or otherwise could reasonably
be expected to subject the Company or any other domestic Affiliate of the
Company to liability for any additional United States income Taxes by virtue of
Section 956 of the Code or any other applicable provision of the Code, then (y)
that portion of such Foreign Subsidiary's outstanding capital stock issued by
such Foreign Subsidiary, not theretofore pledged pursuant to the Pledge
Agreements, shall be pledged to the Collateral Agent for the benefit of the
Secured Parties pursuant to an accession agreement to the relevant Pledge
Agreement (or another pledge agreement in substantially identical form, if
needed) to the extent that entering into the Pledge Agreement is permitted by
the Laws of the respective foreign jurisdiction and with all documents delivered
pursuant to this Section 8.10(e) to be in form, scope and substance reasonably
satisfactory to the Collateral Agent and the Required Lenders.

                      (f) Certain Actions Following Defaults. Upon the request
of the Administrative Agent following the occurrence and during the continuance
of a Default, the Company shall, at the Company's expense:

                      (i) within 30 days after such request, furnish to the
         Administrative Agent a description of the real and personal properties
         of the Credit Parties and their respective Subsidiaries in detail
         satisfactory to the Administrative Agent;

                      (ii) within 45 days after such request, duly execute and
         deliver, and cause each Credit Party (if it has not already done so) to
         duly execute and deliver, to the Administrative Agent deeds of trust,
         trust deeds, deeds to secure debt, mortgages, instruments of accession
         to the Collateral Documents and other security and pledge agreements,
         as specified by and in form and substance satisfactory to the
         Administrative Agent (including delivery of all Pledged Collateral (as
         defined in the Pledge Agreement)), securing payment of all the
         Obligations of the Credit Parties under the Credit Documents and
         constituting Liens on all such properties;

                      (iii) within 60 days after such request, take, and cause
         each Credit Party to take, whatever action (including the recording of
         mortgages, the filing of UCC financing statements, the giving of
         notices and the endorsement of notices on title documents) may be
         necessary or advisable in the opinion of the Administrative Agent or
         the Collateral Agent to vest in the Collateral Agent (or in any
         representative of the Administrative Agent designated by it) valid and
         subsisting Liens on the properties purported to be subject to the deeds
         of trust, trust deeds, deeds to secure debt, mortgages, instruments of
         accession to the Collateral Documents and security and pledge
         agreements delivered pursuant to this Section 8.10, enforceable against
         all third parties in accordance with their terms;

                     (iv) within 60 days after such request, deliver to the
         Administrative Agent and the Collateral Agent, upon the request of the
         Administrative Agent or the Collateral Agent in their sole discretion,
         a signed copy of a favorable opinion, addressed to the Administrative
         Agent, the Collateral Agent, and the other Secured Parties, of counsel
         for

<PAGE>

                                                                              70

         the Credit Parties acceptable to the Administrative Agent as to the
         matters contained in clauses (ii) and (iii) above, and as to such other
         matters as the Administrative Agent may reasonably request; and

                     (v) as promptly as practicable after such request, deliver,
         upon the request of the Administrative Agent in its sole discretion, to
         the Administrative Agent with respect to each parcel of Real Property
         owned or held by the Credit Parties, title reports, surveys and
         engineering, soils and other reports, and environmental assessment
         reports, each in scope, form and substance satisfactory to the
         Administrative Agent, provided, however, that to the extent that any
         Credit Party or any of its Subsidiaries shall have otherwise received
         any of the foregoing items with respect to such Real Property, such
         items shall, promptly after the receipt thereof, be delivered to the
         Administrative Agent.

                      (g) Further Assurances. At any time upon request of the
Administrative Agent, promptly execute and deliver any and all further
instruments and documents and take all such other action as the Administrative
Agent may deem necessary or desirable in obtaining the full benefits of, or (as
applicable) in perfecting and preserving the Liens of, the Collateral Documents
and any such guaranties, deeds of trust, trust deeds, deeds to secure debt,
mortgages, instruments of accession to the Collateral Documents and other
security and pledge agreements.

                      (h) Time for Taking Certain Actions. The Company agrees
that if no deadline for taking any action required by this Section 8.10 is
specified herein, such action shall be completed as soon as possible, but in no
event later than 30 days after such action is either requested to be taken by
the Collateral Agent or the Required Lenders or required to be taken by the
company or any of its Subsidiaries pursuant to the terms of this Section 8.10.

                  8.11 Compliance with Environmental Laws. Except, in each case,
to the extent that the failure to do so could not reasonably be expected to have
a Material Adverse Effect, comply, and cause all lessees and other Persons
operating or occupying its properties to comply, with all applicable
Environmental Laws and Environmental Permits; obtain and renew all Environmental
Permits necessary for its operations and properties; and conduct any
investigation, study, sampling and testing, and undertake any cleanup, removal,
remedial or other action necessary to remove and clean up all Materials of
Environmental Concern from any of its properties, in accordance with the
requirements of all Environmental Laws; provided, however, that neither the
Company nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate
reserves are being maintained with respect to such circumstances in accordance
with GAAP.

                  8.12 Further Assurances. Promptly upon request by the
Administrative Agent, or any Lender through the Administrative Agent, (i)
correct any material defect or error that may be discovered in any Credit
Document or in the execution, acknowledgment, filing or recordation thereof, and
(ii) do, execute, acknowledge, deliver, record, re-record, file, re-file,
register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent, or any Lender
through the Administrative Agent, may reasonably require from time to time in
order to (A) carry out more effectively the purposes of the Credit Documents,
(B) to the fullest extent permitted by applicable law, subject any Credit

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                                                                              71

Party's properties, assets, rights or interests to the Liens now or hereafter
intended to be covered by any of the Collateral Documents, (C) perfect and
maintain the validity, effectiveness and priority of any of the Collateral
Documents and any of the Liens intended to be created thereunder and (D) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Secured Parties the rights granted or now or hereafter intended to be
granted to the Secured Parties under any Credit Document or under any other
instrument executed in connection with any Credit Document to which any Credit
Party is or is to be a party, and if and to the extent necessary, cause each of
its Subsidiaries to do so.

                  SECTION 9. NEGATIVE COVENANTS
                             ------------------

                  The Company hereby agrees that it shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly so long as the
Commitments remain in effect or any Loan or Revolving L/C Obligation remains
outstanding and unpaid, any amount remains available to be drawn under any
Letter of Credit or any other amount (other than any Unmatured Surviving
Obligations) is owing to any Lender, any Agent or the Issuing Lenders hereunder
(it being understood that each of the permitted exceptions to each covenant in
this Section 13 is in addition to, and not overlapping with, any other of such
permitted exceptions in such covenant except to the extent expressly provided):

                  9.1 Financial Condition Covenants. (a) Consolidated Total
Indebtedness to Consolidated EBITDA. Permit for any period of four consecutive
fiscal quarters ending during any period listed below the ratio (the "Total
Leverage Ratio") of (i) the difference of (A) Consolidated Total Indebtedness as
of the end of such period minus (B) Cash on Hand, to (ii) Consolidated EBITDA
for such period to be more than the ratio set forth opposite such period below:

                                      Fiscal Quarter ended:           Ratio
                                      ---------------------           -----

                      December 31, 2006                             4.50 to 1
                      March 31, 2007- December 31, 2007             4.25 to 1
                      Thereafter                                    4.00 to 1

                     (b) Interest Coverage Ratio. Permit for any period of four
consecutive fiscal quarters ending during any period listed below, the ratio
(the "Interest Coverage Ratio") of (i) Consolidated EBITDA for such period to
(ii) Consolidated Cash Interest Expense to be less than the ratio set forth
opposite such period below:

                                      Fiscal Quarter ended:           Ratio
                                      ---------------------           -----
                      December 31, 2006                             2.00 to 1
                      March 31, 2007 - December 31, 2007            2.25 to 1
                      Thereafter                                    2.50 to 1

                  9.2 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

<PAGE>

                                                                              72

                      (a) Indebtedness of the Company in connection with the
Letters of Credit and this Agreement;

                      (b) (i) Indebtedness of (i) the Company to any Subsidiary;
provided that all such Indebtedness shall be subordinated to the Obligations on
the terms and conditions set forth in Exhibit G, and (ii) any Subsidiary to the
Company or any other Subsidiary to the extent the Indebtedness referred to in
this clause 9.2(b)(ii) evidences a loan or advance permitted under subsection
9.7;

                      (c) Indebtedness of the Company evidenced by the Existing
Subordinated Notes and by any Existing Senior Notes not tendered to the Company
in the Tender Offer;

                      (d) Indebtedness in respect of derivative contracts
permitted by subsection 9.11;

                      (e) Indebtedness consisting of reimbursement obligations
under surety, indemnity, performance, release and appeal bonds and guarantees
thereof and letters of credit required in the ordinary course of business or in
connection with the enforcement of rights or claims of the Company or its
Subsidiaries, in each case to the extent a Letter of Credit supports in whole or
in part the obligations of the Company and its Subsidiaries with respect to such
bonds, guarantees and letters of credit;

                      (f) Indebtedness of the Company incurred to finance the
acquisition, construction or improvement of any fixed or capital assets,
including capital lease obligations, and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets
prior to the acquisition thereof, and any extension or renewal thereof, provided
that (A) such Indebtedness is incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement and (B) the
aggregate principal amount of Indebtedness permitted by this clause (f) shall
not exceed $50,000,000.00 at any time outstanding;

                      (g) Indebtedness owed to a seller in a Permitted
Acquisition or a Permitted Joint Venture or to a buyer in a disposition
permitted under clause (e) or (f) of subsection 9.6 that (i) relates to
customary post-closing adjustments with respect to accounts receivable, accounts
payable, net worth and/or similar items typically subject to post-closing
adjustments in similar transactions, and are outstanding for a period of one (1)
year or less following the creation thereof or (ii) relates to customary
indemnities granted to the seller or buyer in the transaction;

                      (h) other Indebtedness of the Company incurred in the
ordinary course of business in an aggregate principal amount not to exceed
$50,000,000.00 at any time;

                      (i) existing Indebtedness of the Company or any of its
Subsidiaries listed on Schedule 9.2 hereto including any extension or renewals
or refinancing thereof, provided the principal amount thereof is not increased;

                      (j) Unsecured Indebtedness of the Company (i) the
principal of which is not required to be repaid, in whole or in part, before the
first anniversary of the later of the Revolving Credit Maturity Date, the
Tranche B Term Loan Maturity Date or the final maturity

<PAGE>

                                                                              73

date of any Additional Term Loans, (ii) that is subordinated in right of payment
to the Company's indebtedness, obligations, and liabilities to the Lenders under
the Credit Documents pursuant to payment and subordination provisions
satisfactory in form and substance to the Administrative Agent, (iii) is issued
pursuant to credit documents having covenants and events of default that are no
less favorable, including with respect to rights of acceleration, taken as a
whole, to the Company than the terms hereof or are otherwise reasonably
satisfactory in form and substance to the Administrative Agent, and (iv) if,
after giving effect to the incurrence thereof and the application of the
proceeds thereof on a pro forma basis, the Company is in compliance with section
9.1; and

                      (k) Contingent Obligations permitted by Section 9.4.

                  9.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets, income or profits, whether now
owned or hereafter acquired, or sign or file or suffer to exist under the
Uniform Commercial Code of any jurisdiction a financing statement that names the
Company or any of its Subsidiaries as debtor, or assign any accounts or other
right to receive income, except:

                      (a) Liens for Taxes, assessments or other governmental
charges not yet due and payable or which are being contested in good faith and
by appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of the Company or such Subsidiary, as the case may be,
in accordance with GAAP;

                      (b) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business in respect of obligations which do not, individually or in the
aggregate, materially impair the use of any of the assets or properties of the
Company or any Subsidiary or which are not overdue by more than 30 days or which
are being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Company or such
Subsidiary, as the case may be, in accordance with GAAP;

                      (c) pledges or deposits in connection with workmen's
compensation, unemployment insurance and other social security legislation;

                      (d) easements, right-of-way, zoning and similar
restrictions and other similar encumbrances or title defects incurred, or leases
or subleases or licenses granted to others, in the ordinary course of business,
which, in the aggregate, are not substantial in amount, and which do not in any
case materially detract from the value of the property subject thereto or do not
interfere with or adversely affect in any material respect the ordinary conduct
of the business of the Company and its Subsidiaries taken as a whole;

                      (e) Liens in favor of the Collateral Agent for the benefit
of the Secured Parties pursuant to the Credit Documents and bankers' liens
arising by operation of law;

                      (f) Liens on assets of entities or Persons which become
Subsidiaries of the Company after the date hereof; provided that such Liens
exist at the time such entities or Persons become Subsidiaries and are not
created in anticipation thereof, it being understood that (1) any such assets
shall be transferred to the Company within 90 days of such acquisition, or
(2) such

<PAGE>

                                                                              74

entity or Person shall become a guarantor of this Agreement in accordance with
Section 9.15 hereof.

                      (g) Liens on documents of title and the property covered
thereby securing Indebtedness in respect of the Letters of Credit;

                      (h) Liens in existence on the Closing Date and described
in Schedule 9.3 and renewals thereof in amounts not to exceed the amounts listed
on such Schedule 9.3;

                      (i) Liens on assets acquired in connection with a
Permitted Acquisition; provided that such Liens (1) exist at the time of the
Permitted Acquisition in question and are not created in anticipation thereof,
and (2) are not extended to cover other assets of the Company or any of its
Subsidiaries;

                      (j) any leases or licenses of any intellectual property or
intangible assets or entering into any franchise agreement in the ordinary
course of business;

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

                      (l) Liens securing Indebtedness owing to the Company or
any Subsidiary under subsection 9.2(b)(ii);

                      (m) Liens on fixed or capital assets acquired, constructed
or improved by the Company; provided that (i) such security interests secure
only Indebtedness permitted by clause (f) of subsection 9.2, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or within
90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such fixed or capital assets, (iv) such
security interests shall not apply to any other property or assets of the
Company or any Subsidiary, and (v) such security interests shall not interfere
with the security and priority of the Liens granted to the Collateral Agent for
the benefit of the Secured Parties;

                      (n) Liens to secure Indebtedness permitted under Section
9.2(h) in an aggregate principal amount not to exceed $50,000,000.00 at any
time;

                      (o) judgment liens in respect of judgments that do not
constitute an Event of Default under clause (h) of Section 10;

                      (p) Liens arising from precautionary UCC filings or
similar filings relating to Operating Leases;

                      (q) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection
with the importation of goods; and

<PAGE>

                                                                              75

                      (r) Liens on insurance proceeds securing the payment of
financed insurance premiums (provided that such Liens extend only to such
insurance proceeds and not to any other property or assets).

No Liens shall be permitted to exist, directly or indirectly (i) on the
Collateral (as defined in the Pledge Agreements), other than Liens created under
the Pledge Agreements and under clause (a) above, or (ii) except as permitted
under clauses (a), (f), (i) and (j) above, on material trademarks.

                  9.4 Limitation on Contingent Obligations. Create, incur,
assume or suffer to exist any Contingent Obligation except:

                      (a) guarantees of obligations to third parties made in the
ordinary course of business in connection with relocation of employees of the
Company or any of its Subsidiaries;

                      (b) guarantees by the Company and its Subsidiaries
incurred in the ordinary course of business for an aggregate amount not to
exceed $25,000,000.00 at any one time; provided, however, that any such
guarantee granted by a Subsidiary shall only be given in accordance with Section
9.15 hereof;

                      (c) Contingent Obligations existing on the Closing Date
and described in Schedule 9.4 including any extensions or renewals thereof;

                      (d) Contingent Obligations in respect of derivative
contracts permitted by subsection 9.11;

                      (e) Contingent Obligations pursuant to the Credit
Documents;

                      (f) guarantees by the Company of (i) Indebtedness of its
Subsidiaries permitted under subsection 9.2(g) and (ii) other obligations of
Subsidiaries not prohibited hereunder; and

                      (g) guarantees by any Subsidiary of Indebtedness and other
obligations of the Company or any Subsidiary; provided that the Indebtedness or
obligations so guaranteed is either permitted pursuant to Section 9.2 or not
prohibited hereunder; and provided further that any such guarantees shall only
be given in accordance with Section 9.15 hereof.

                  9.5 Prohibition of Fundamental Changes. Enter into any
transaction of acquisition of, or merger or consolidation or amalgamation with,
any other Person (including any Subsidiary or Affiliate of the Company or any of
its Subsidiaries), or transfer all or substantially all of its assets to any
Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or engage in any type of business other than of the same
general type now conducted by it and those reasonably related or incidental
thereto, except for (a) any merger of any Subsidiary into (i) the Company
provided the Company is the surviving entity or (ii)(A) any Domestic Subsidiary
or (B) in the case of a Foreign Subsidiary, any other Foreign Subsidiary;
provided, in each case, that if one of the parties has become a guarantor under
this Agreement pursuant to Section 9.15, such entity shall be the surviving
entity, and (b) liquidation

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                                                                              76

or dissolution of any Subsidiary, provided that all assets of such Subsidiary
are transferred to the Company.

                  9.6 Prohibition on Sale of Assets. Convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, tax benefits, receivables and leasehold
interests), whether now owned or hereafter acquired except:

                      (a) for the sale or other disposition of any tangible
personal property that, in the reasonable judgment of the Company, has become
uneconomic, obsolete or worn out, and which is disposed of in the ordinary
course of business;

                      (b) for sales or other dispositions of inventory made in
the ordinary course of business and dispositions, assignments or abandonment of
intellectual property in the ordinary course of business;

                      (c) that any Subsidiary of the Company may sell, lease,
transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Company or make any investment permitted by
subsection 9.7;

                      (d) that (i) any Foreign Subsidiary of the Company may
sell, lease, transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or by merger, consolidation, transfer of assets, or
otherwise) to the Company or a wholly-owned Subsidiary of the Company, (ii) any
Subsidiary of the Company which is not a Credit Party may sell or otherwise
dispose of, or part control of any or all of, the capital stock of, or other
equity interests in, any Subsidiary of the Company to a wholly-owned Subsidiary
of the Company, and (iii) any Subsidiary of the Company which is not a Credit
Party may sell or otherwise dispose of, or part control of any or all of, the
capital stock of, or other equity interests in, any Subsidiary of the Company to
a wholly-owned Subsidiary of the Company which is a Credit Party; provided that
in any case such transfer shall not cause a Domestic Subsidiary to become a
Foreign Subsidiary;

                      (e) for the sale or other disposition by the Company or
any of its Subsidiaries of any assets described on Schedule 9.6 consummated
after the Closing Date, provided that such sale or other disposition shall be
made for fair value on an arm's-length basis;

                      (f) for the sale or other disposition by the Company or
any of its Subsidiaries of other assets consummated after the Closing Date,
provided that (i) such sale or other disposition shall be made for fair value on
an arm's-length basis, (ii) the consideration for such sale or other disposition
consists of cash and cash equivalents, assets (other than capital stock and
equity interests) which can be employed in the same business as the Company and
its Subsidiaries are engaged in or a related business and promissory notes and
other debt obligations of the purchaser of the assets being sold or disposed of,
provided that not more than 25% of the purchase price payable in connection with
any such sale or disposition shall be in the form of promissory notes or other
debt obligations of the purchaser of such assets (the "Note Threshold"); and
(iii) the Net Proceeds from such sale or other disposition shall be applied in
accordance with the provisions of subsection 5.6;

                      (g) any leases or licenses of property in the ordinary
course of business; and

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                                                                              77

                      (h) any leases or licenses of any intellectual property or
intangible assets or entering into any franchise agreement in the ordinary
course of business.

The Company and its Subsidiaries shall not convey, sell, lease, assign, transfer
or otherwise dispose of any material trademarks except as permitted by clauses
(e), (g) and (h) above.

                  9.7 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of, or any assets
constituting a business unit of, or make or maintain any other investment in,
any Person, except:

                      (a) (i) loans or advances in respect of intercompany
accounts attributable to the operation of the Company's cash management system,
(ii) loans or advances by the Company to any Subsidiary for working capital
needs so long as such loans or advances constitute Indebtedness of the primary
obligor that is not subordinate to any other Indebtedness of such obligor and,
if evidenced by a promissory note, instrument or other writing, shall be pledged
to the Collateral Agent as a Pledged Note, and provided that the aggregate
outstanding principal amount of all such loans, when aggregated with the
aggregate amount of all Investments made by the Company in its Subsidiaries
pursuant to subsection (b)(i) below, shall not exceed five percent (5%) of the
total assets of the Company and its Subsidiaries on a consolidated basis, and
(iii) loans or advances to the Company which are subordinated to the Obligations
on the terms and conditions set forth in Exhibit G;

                      (b) (i) Investments by the Company in Subsidiaries of the
Company that are not Credit Parties other than any Foreign Subsidiary; provided
that at all times the aggregate amount of all such Investments, when taken
together with the aggregate amount of all outstanding loans and advances made
pursuant to clause (a) above, shall not exceed five percent (5%) of the total
assets of the Company and its Subsidiaries on a consolidated basis, and (ii)
Investments by the Company in Foreign Subsidiaries of the Company, provided that
the aggregate amount of all such investments (determined without regard to any
write-offs or write-downs thereof) shall not exceed $50,000,000,00 at any time
outstanding;

                      (c) Investments by the Company or any of its Subsidiaries
in Subsidiaries of the Company which are Credit Parties;

                      (d) any Domestic Subsidiary of the Company which is not a
Credit Party may make investments in the Company or any Domestic Subsidiary (by
way of capital contribution or otherwise), and any Foreign Subsidiary of the
Company may make investments in the Company or any other Foreign Subsidiary (by
way of capital contribution or otherwise);

                      (e) the Company may invest in, acquire and hold cash and
Cash Equivalents;

                      (f) the Company or any of its Subsidiaries may make travel
and entertainment advances and relocation loans in the ordinary course of
business to officers, employees and agents of the Company or any such
Subsidiary;

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                                                                              78

                      (g) the Company or any of its Subsidiaries may make
payroll advances in the ordinary course of business;

                      (h) the Company or any of its Subsidiaries may acquire and
hold receivables owing to it, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms
(provided that nothing in this clause (h) shall prevent the Company or any
Subsidiary from offering such concessionary trade terms, or from receiving such
investments in connection with the bankruptcy or reorganization of their
respective suppliers or customers or the settlement of disputes with such
customers or suppliers arising in the ordinary course of business, as management
deems reasonable in the circumstances);

                      (i) the Company and its Subsidiaries may make investments
in connection with asset sales permitted by subsection 9.6 or to which the
Required Lenders consent;

                      (j) investments, loans and advances of the Company
existing on the Closing Date and described in Schedule 9.7;

                      (k) so long as no Default or Event of Default has occurred
and is continuing or would exist after giving effect to such transaction, the
Company and its Subsidiaries may make Permitted Acquisitions and investments in
Permitted Joint Ventures, provided that (1) after giving effect thereto the
Company shall be in compliance with the covenants set forth in Section 9.1
(calculated as of the last day of the fiscal quarter ending immediately
preceding the effective date of such Permitted Acquisition or other investment
for which the relevant financial information is available on a pro forma basis
to give effect to such Permitted Acquisition or investment as if it had been
made on the first day of the Measurement Period ending on the last day of such
fiscal quarter) and (2) either (x) the Company shall have a Secured Leverage
Ratio of no more than 2.5 to 1 (calculated as of the last day of the fiscal
quarter ending immediately preceding the effective date of such Permitted
Acquisition or other investment for which the relevant financial information is
available on a pro forma basis to give effect to such Permitted Acquisition or
investment as if it had been made on the first day of the Measurement Period
ending on the last day of such fiscal quarter) or (y) the aggregate amount of
all such Permitted Acquisitions and the investments made since the Closing Date
at any time when the conditions set forth in clause (2)(x) were not satisfied
shall not exceed $200,000,000.00; and

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

                  9.8 Capital Expenditures. Make or commit to make Capital
Expenditures in any fiscal year exceeding $35,000,000.00. Capital Expenditures
permitted to be made during a fiscal year pursuant to the terms hereof, if not
expended in the year for which it is permitted, may be carried over for
expenditure in the next following year and any amounts so carried over shall be
deemed to be the first amounts expended in such following year, provided that
Capital Expenditures in excess of the amount set forth above may be made with
Net Proceeds of Asset Sales, Condemnation Awards, and Insurance Proceeds.

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                                                                              79

                  9.9 Limitation on Dividends. Declare any dividends on any
shares of any class of stock, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
retirement or other acquisition of any shares of any class of stock, whether now
or hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property or in obligations of
the Company or any of its Subsidiaries (all of the foregoing being referred to
herein as "Restricted Payments"); except that:

                      (a) Subsidiaries may pay dividends directly or indirectly
to the Company or to Domestic Subsidiaries which are directly or indirectly
wholly-owned by the Company, and Foreign Subsidiaries may pay dividends directly
or indirectly to Foreign Subsidiaries which are directly or indirectly
wholly-owned by the Company;

                      (b) so long as no Default or Event of Default has occurred
or would occur after giving effect to such declaration or payment, the Company
may, from time to time, repurchase stock from management employees of the
Company and its Subsidiaries in an aggregate amount not to exceed $10,000,000.00
(the "Dividend Limit");

                      (c) the Company and its Subsidiaries may pay or make
dividends or distributions to any holder of its Capital Stock in the form of
additional shares of capital stock of the same class and type; and

                      (d) so long as no Default or Event of Default has occurred
or would occur after giving effect to such declaration or payment, the Company
may declare and pay cash dividends or distributions to any holders of its Equity
Interests (1) in an aggregate amount not to exceed $25,000,000.00 during any
fiscal year, provided that, after giving effect thereto the Company (x) shall be
in compliance with the covenants set forth in Section 9.1 and (y) shall have a
Secured Leverage Ratio of no more than 2.5 to 1, in each case calculated on a
pro forma basis as of the last day of the fiscal quarter ending immediately
preceding the effective date of such cash dividend or distribution for which the
relevant financial information has been delivered to the lenders pursuant to
Section 8.1 or 8.2, as applicable, giving effect to such cash dividend or
distribution as if it had been made on the first day of the Measurement Period
ending on the last day of such fiscal quarter or (2) during any fiscal year in
which the conditions set forth in clause (1) were not satisfied, in an aggregate
amount which, when added to any amounts paid under clause (iv) of Section 9.12
during such year, shall not to exceed $ 10,000,000.00.

                  9.10 Transactions with Affiliates. Enter into after the date
hereof any transaction, including, without limitation, any purchase, sale, lease
or exchange of property or the rendering of any service, with any Affiliate
except (a) for transactions which are otherwise permitted under this Agreement
and which are in the ordinary course of the Company's or a Subsidiary's business
and which are upon fair and reasonable terms no less favorable to the Company or
such Subsidiary than it would obtain in a hypothetical comparable arm's length
transaction with a Person not an Affiliate, or (b) as permitted under
subsections 9.2(b) and (i), subsection 9.3(l), subsections 9.4(a), (c), (f) and
(g), Section 9.5, subsection 9.6(c) and (d), Section 9.7 and Section 9.9, (c)
transactions among the Company and its wholly-owned Subsidiaries not prohibited
under this Agreement or (d) as set forth on Schedule 9.10; provided that nothing
in this subsection 9.10 shall prohibit the Company or its Subsidiaries from
engaging

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                                                                              80

in the following transactions: (x) the performance of the Company's or any
Subsidiary's obligations under any employment contract, collective bargaining
agreement, employee benefit plan, related trust agreement or any other similar
arrangement heretofore or hereafter entered into in the ordinary course of
business, (y) the payment of compensation to employees, officers, directors or
consultants in the ordinary course of business or (z) the maintenance of benefit
programs or arrangements for employees, officers or directors, including,
without limitation, vacation plans, health and life insurance plans, deferred
compensation plans, and retirement or savings plans and similar plans, in each
case, in the ordinary course of business.

                  9.11 Derivative Contracts. Enter into any foreign currency
exchange contracts, interest rate swap arrangements or other derivative
contracts or transactions, other than such contracts, arrangements or
transactions entered into in the ordinary course of business for the purpose of
hedging (a) any asset or obligation of the Company or any of its Subsidiaries
with respect to their operations outside of the United States, (b) the interest
rate or currency exposure of the Company or any of its Subsidiaries, and (c) the
purchase requirements of the Company or any of its Subsidiaries with respect to
raw materials and inventory.

                  9.12 Other Indebtedness. (i) Make any payment in violation of
any of the provisions of the Existing Subordinated Notes; (ii) waive or
otherwise relinquish any of its rights or causes of action arising under or
arising out of the terms of the Existing Subordinated Notes or consent to any
amendment, modification or supplement to the terms of the Existing Subordinated
Notes that is adverse to the Lenders except with the consent of the Required
Lenders; (iii) make any optional payment or prepayment (including payments as a
result of acceleration thereof) on or redeem or otherwise acquire, purchase or
defease the Existing Subordinated Notes, unless, after giving effect to such
optional payment or prepayment, the Secured Leverage Ratio is less than 2.5 to
1; or (iv) in the event that the Company does not comply with the requirements
of clause (iii) of this Section 9.12 during any fiscal year, make any optional
payment or prepayment (including payments as a result of acceleration thereof)
on or redeem or otherwise acquire, purchase or defease the Existing Subordinated
Notes, in an aggregate amount which, when added to any amounts paid under
Section 9.9(d)(2) during such fiscal year, does not exceed $10,000,000.00.

                  9.13 Fiscal Year. Permit the fiscal year of the Company to end
on a day other than December 31, unless the Company shall have given at least 45
days prior written notice to the Administrative Agent and the Company and the
Required Lenders have agreed on appropriate revisions to subsection 9.8 to
reflect such a change in fiscal year.

                  9.14 Amendment of Organizational Documents. Amend any of its
or its Subsidiary's Organization Documents in a manner materially adverse to the
Administrative Agent or the Lenders, without the prior written consent of the
Required Lenders.

                  9.15 Limitation on Guarantees. The Company will not permit any
Subsidiary to, directly, or indirectly, incur or assume any guarantee of any
Indebtedness of any other entity, unless contemporaneously therewith, effective
provision is made to guarantee the Obligations equally and ratably with (or on a
senior secured basis to, if applicable) such other Indebtedness for so long as
such Other Indebtedness is so guaranteed. Any guarantee required to be given

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                                                                              81

under this Section 9.15 shall be pursuant to a guaranty agreement in form and
substance satisfactory to the Administrative Agent.

                  9.16 Independence of Covenants. All covenants contained herein
shall be given independent effect so that if a particular action or condition is
not permitted by any of such covenants, the fact that such action or condition
would be permitted by an exception to, or otherwise be within the limitations
of, another covenant shall not avoid the occurrence of a Default if such action
is taken or condition exists.

                  SECTION 10. EVENTS OF DEFAULT
                              -----------------

                      Upon the occurrence of any of the following events:

                      (a) The Company shall fail to (i) pay any principal of any
Loan when due in accordance with the terms hereof or thereof or to reimburse the
Issuing Lender in accordance with subsection 4.6 or (ii) pay any interest on any
Loan or any other amount payable hereunder within three Business Days after any
such interest or other amount becomes due in accordance with the terms thereof
or hereof; or

                      (b) Any representation or warranty made or deemed made by
any Credit Party in any Credit Document or which is contained in any
certificate, guarantee, document or financial or other statement furnished under
or in connection with this Agreement shall prove to have been incorrect in any
material respect on or as of the date made or deemed made; or

                      (c) The Company shall default in the observance or
performance of any agreement contained in Sections 8.1, 8.2, 8.8, 8.9, 8.10, or
9 of this Agreement, provided that, with respect to any default in the
observance or performance of any agreement contained in Sections 8.2(c) through
(e), 8.8, and 8.9 (b) through (f), such default shall continue unremedied for a
period of 10 days; or

                      (d) Any Credit Party shall default in the observance or
performance of any other term, covenant, or agreement contained in any Credit
Document, and such default shall continue unremedied for a period of 30 days; or

                      (e) The Company or any of its Subsidiaries shall
(A) default in any payment of principal of or interest on any Indebtedness
(other than the Loans, the Revolving L/C Obligations and any intercompany debt)
or in the payment of any Contingent Obligation, beyond the period of grace, if
any, provided in the instrument or agreement under which such Indebtedness or
Contingent Obligation was created; or (B) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or Contingent Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such Contingent Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity, any applicable grace period having expired, or
such Contingent Obligation to become payable, any applicable grace

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                                                                              82

period having expired, provided that the aggregate principal amount of all such
Indebtedness and Contingent Obligations which would then become due or payable
as described in this Section 10(e) would equal or exceed $20,000,000.00; or

                      (f) the Company or any of its Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its assets, or the Company or any
such Subsidiary shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Company or any such
Subsidiary any case, proceeding or other action of a nature referred to in
clause (i) above which (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced against the
Company or any such Subsidiary any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets which results in the entry of
an order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv)
the Company or any such Subsidiary shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) the Company or any such
Subsidiary shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or

                      (g) (i) any "accumulated funding deficiency" (as defined
in Section 302 of ERISA), whether or not waived, shall exist with respect to any
Single Employer Plan, (ii) a Reportable Event (other than a Reportable Event
with respect to which the 30-day notice requirement under Section 4043 of ERISA
has been waived) shall occur with respect to, or proceedings to have a trustee
appointed shall commence with respect to, or a trustee shall be appointed to
administer or to terminate, any Single Employer Plan, which Reportable Event or
institution of proceedings or appointment of a trustee is, in the reasonable
opinion of the Required Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, and, in the case of a Reportable Event,
such Reportable Event shall continue unremedied for ten days after notice of
such Reportable Event pursuant to Section 4043(a), (c) or (d) of ERISA is given
and, in the case of the institution of proceedings, such proceedings shall
continue for ten days after commencement thereof or (iii) any Single Employer
Plan shall terminate for purposes of Title IV of ERISA; and in each case in
clauses (i) through (iii) above, such event or condition, together with all
other such events or conditions relating to such Single Employer Plans, if any,
could reasonably be expected to subject the Company or any of its Subsidiaries
to any tax, penalty or other liabilities which, individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect; or

                      (h) One or more judgments or decrees shall be entered
against the Company or any of its Subsidiaries involving in the aggregate a
liability (not paid or fully covered by insurance or indemnity) of
$20,000,000.00 or more to the extent that all such

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                                                                              83

judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within the time required by the terms of such judgment; or

                      (i) Except as contemplated by this Agreement, any
guarantee of this Agreement given pursuant to the terms hereof shall cease, for
any reason, and in any material respect, to be in full force and effect or any
Credit Party shall so assert in writing; or

                      (j) Except as contemplated by this Agreement or as
provided in subsection 12.1, any Credit Party shall breach any covenant or
agreement contained in any Collateral Document with the effect that such
Collateral Document shall cease to be in full force and effect or the Lien
granted thereby shall cease to be a first priority Lien or any Collateral
Document shall assert in writing that any Collateral Document is no longer in
full force and or effect or the Lien granted thereby is no longer a first
priority Lien; or

                      (k) A Change of Control shall occur;

then, and in any such event, (a) if such event is an Event of Default with
respect to the Company specified in clause (i) or (ii) of paragraph (f) above,
automatically (i) the Commitments and the Issuing Lender's obligation to issue
Letters of Credit shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement and
the Loans shall immediately become due and payable, and (ii) all obligations of
the Company in respect of the Letters of Credit, although contingent and
unmatured, shall become immediately due and payable and the Issuing Lender's
obligation to issue Letters of Credit shall immediately terminate and (b) if
such event is any other Event of Default, so long as any such Event of Default
shall be continuing, either or both of the following actions may be taken: (i)
with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice
to the Company declare the Commitments and the Issuing Lender's obligation to
issue Letters of Credit to be terminated forthwith, whereupon the Commitments
and such obligation shall immediately terminate; and (ii) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice of default to the
Company (A) declare all or a portion of the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the Loans
to be due and payable forthwith, whereupon the same shall immediately become due
and payable, and (B) declare all or a portion of the obligations of the Company
in respect of the Letters of Credit, although contingent and unmatured, to be
due and payable forthwith, whereupon the same shall immediately become due and
payable and/or demand that the Company discharge any or all of the obligations
supported by the Letters of Credit by paying or prepaying any amount due or to
become due in respect of such obligations. All payments under this Section 10 on
account of undrawn Letters of Credit shall be made by the Company directly to a
cash collateral account established by the Administrative Agent for such purpose
for application to the Company's reimbursement obligations under subsection 4.6
as drafts are presented under the Letters of Credit, with the balance, if any,
to be applied to the Company's obligations under this Agreement and the Loans as
the Administrative Agent shall determine with the approval of the Required
Lenders. Except as expressly provided above in this Section 10, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

<PAGE>

                                                                              84


                  SECTION 11. THE SYNDICATION AGENTS, THE DOCUMENTATION AGENTS,
                              -------------------------------------------------
THE ADMINISTRATIVE AGENT; THE ISSUING LENDER
--------------------------------------------

                  11.1 Appointment. Each Lender hereby irrevocably designates
and appoints J.P. Morgan Securities Inc., UBS Securities LLC, and Credit Suisse
Securities (USA) LLC as the Syndication Agents of such Lender under this
Agreement and acknowledges that the Syndication Agents, in their respective
capacity as such, shall have no duties or liabilities under the Credit
Documents. Each Lender hereby irrevocably designates and appoints JPMCB as the
Administrative Agent under this Agreement and irrevocably authorizes JPMCB as
Administrative Agent for such Lender to take such action on its behalf under the
provisions of the Credit Documents and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
the Credit Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, none of the Agents shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into the Credit Documents or otherwise
exist against any Agent.

                  11.2 Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and each of the other Credit
Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. Without
limiting the foregoing, the Administrative Agent may appoint any of its
affiliates as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Company and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.
None of the Agents shall be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care, except as
otherwise provided in subsection 11.3.

                  11.3 Exculpatory Provisions. Neither any Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact, Affiliates or
Subsidiaries shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with the Credit Documents
(except for its or such Person's own gross negligence or willful misconduct to
the extent determined by a final, nonappealable judgment of a court of competent
jurisdiction), or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Credit Party or
any officer thereof contained in the Credit Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, the Credit Documents or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
the Credit Documents or for any failure of any Credit Party to perform its
obligations thereunder. None of the Agents shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, any Credit Document, or to
inspect the properties, books or records of any Credit Party.

                  11.4 Reliance by Syndication Agents or Administrative Agent.
Any Agent shall be entitled to rely, and shall be fully protected in relying,
upon any Note, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, electronic

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                                                                              85

message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Company), independent accountants and other experts
selected by any Agent. The Agents may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Agents. The
Agents shall be fully justified in failing or refusing to take any action under
any Credit Document unless it shall first receive such advice or concurrence of
the Required Lenders (or, where unanimous consent of the Lenders is expressly
required hereunder, such Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Agents shall in all cases be fully protected in acting, or
in refraining from acting, under any Credit Document in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Notes.

                  11.5 Notice of Default. None of the Agents shall be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent has received written notice from a Lender or the
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". In the event that any
Agent receives such a notice, such Agent shall promptly give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be directed by the Required Lenders;
provided that (i) the Administrative Agent shall not be required to take any
action that exposes the Administrative Agent to liability or that is contrary to
this Agreement or applicable law and (ii) unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

                  11.6 Non-Reliance on Syndication Agents, Administrative Agent
and Other Lenders. Each Lender expressly acknowledges that none of the Agents
nor any of their respective officers, directors, employees, agents,
attorneys-in-fact, Subsidiaries or Affiliates has made any representations or
warranties to it and that no act by any Agent hereafter taken, including any
review of the affairs of the Credit Parties, shall be deemed to constitute any
representation or warranty by such Agent to any Lender. Each Lender represents
to each Agent that it has, independently and without reliance upon any Agent or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and made its own decision to make its Loans hereunder, issue and
participate in the Letters of Credit and enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon any Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under the Credit
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of the Credit Parties. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, none of the Agents shall have any duty or

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                                                                              86

responsibility to provide any Lender with any credit or other information
concerning the business, financial condition, assets, liabilities, net assets,
properties, results of operations, value, prospects and other condition or
creditworthiness of the Credit Parties which may come into the possession of any
Agent or any of its officers, directors, employees, agents, attorneys-in-fact,
Affiliates or Subsidiaries.

                  11.7 Indemnification. The Lenders severally agree to indemnify
each of the Agents in its capacity as such (to the extent not reimbursed by the
Credit Parties and without limiting the obligation of the Credit Parties to do
so), ratably according to the respective amounts of their respective Commitments
(or, to the extent such Commitments have been terminated, according to the
respective outstanding principal amounts of the Loans and obligations, whether
as Issuing Lender or a Participating Lender, with respect to Letters of Credit),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including without limitation at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against any Agent in any way relating to or arising out of the Credit Documents
or any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted by any Agent under or in
connection with any of the foregoing; provided that (a) no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from any Agent's gross negligence or willful misconduct as
determined by a final non-appealable judgment of a court of competent
jurisdiction and (b) Lenders holding only Tranche B Term Loans shall not be
required to so indemnify in respect of matters relating to Letters of Credit
(with such indemnity being provided solely by Lenders holding Revolving Credit
Commitments). The agreements contained in this subsection 11.7 shall survive the
payment of all amounts payable hereunder.

                  11.8 Syndication Agent and Administrative Agent in its
Individual Capacity. The Agents and their Affiliates and Subsidiaries may make
loans to, accept deposits from and generally engage in any kind of business with
the Credit Parties as though each Agent were not each Agent hereunder. With
respect to its Loans made or renewed by it and any Letter of Credit issued by or
participated in by it, each of the Agents shall have the same rights and powers,
duties and liabilities under the Credit Documents as any Lender and may exercise
the same as though it were not an Agent and the terms "Lender" and "Lenders"
shall include each Agent in its individual capacities.

                  11.9 Successor Syndication Agent or Administrative Agent. Any
Agent may resign as Agent upon 30 days' notice to the Lenders. The resignation
of any Syndication Agent shall be effective without any further act or deed on
the part of the former Syndication Agent. If the Administrative Agent shall
resign as Administrative Agent under the Credit Documents, then the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders
which successor agent shall be approved by the Company (which approval shall not
be unreasonably withheld) whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent and the term
"Administrative Agent" shall mean such successor agent effective upon its
appointment, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement.

<PAGE>

                                                                              87

After any retiring Agent's resignation hereunder as Agent, the provisions of
this Section 15 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under the Credit Documents.

                  11.10 Issuing Lender as Issuer of Letters of Credit. Each
Lender and each Syndication Agent hereby acknowledges that the provisions of
this Section 15 shall apply to the Issuing Lender, in its capacity as issuer of
any Letter of Credit, in the same manner as such provisions are expressly stated
to apply to the Administrative Agent.

                  SECTION 12. MISCELLANEOUS
                              -------------

                  12.1 Amendments and Waivers. No Credit Document nor any terms
thereof may be amended, supplemented, waived or modified except in accordance
with the provisions of this subsection 12.1. With the written consent of the
Required Lenders, the Administrative Agent and the respective Credit Parties
may, from time to time, enter into written amendments, supplements or
modifications to any Credit Document for the purpose of adding any provisions to
such Credit Document to which they are parties or changing in any manner the
rights of the Lenders or of any such Credit Party or any other Person thereunder
or waiving, on such terms and conditions as the Administrative Agent may specify
in such instrument, any of the requirements of any such Credit Document or any
Default or Event of Default and its consequences; provided, however, that:

                      (a) no such waiver and no such amendment, supplement or
modification shall (i) extend the scheduled maturity of any Loan or scheduled
installment of any Loan or extend the expiry date of any Letter of Credit beyond
the Revolving Credit Termination Date, or reduce the rate or extend the time of
payment of interest thereon, or change the method of calculating interest
thereon, or reduce the amount or extend the time of payment of any fee payable
to the Lenders hereunder, or reduce the principal amount thereof, or increase
the amount of any Commitment of any Lender without the consent of each Lender
directly affected thereby, or (ii) amend, modify or waive any provision of this
subsection 12.1 or the definitions of Required Lenders, or change the percentage
of the Lenders required to waive a condition precedent under Section 7.1 or
consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under any Credit Document, or amend, modify or change all or any
substantial part of the Collateral or pledged assets granted hereunder or the
guarantees provided (or the requirement that they be so provided) hereunder, in
each case, without the written consent of each Lender; and

                      (b) no such waiver and no such amendment, supplement or
modification shall amend, modify or waive any provision of Section 15 without
the written consent of the then Agents and the Issuing Lender.

Any such waiver and any such amendment, supplement or modification described in
this subsection 12.1 shall apply equally to each of the Lenders and shall be
binding upon each Credit Party, the Lenders, each Agent and all future holders
of the Loans. No waiver, amendment, supplement or modification of any Letter of
Credit shall extend the expiry date thereof without the written consent of the
Participating Lenders. In the case of any waiver, the Company, the Lenders and
each Agent shall be restored to their former position and rights hereunder and
under

<PAGE>

                                                                              88

the outstanding Loans, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

                  12.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three Business Days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when sent, confirmation of receipt received, addressed as follows in the
case of each Credit Party and the Administrative Agent, and as set forth on its
signature page hereto in the case of any Lender, or to such other address as may
be hereafter notified by the respective parties hereto and any future holders of
the Loans:

                  The Company:               B/E Aerospace, Inc.
                                             1400 Corporate Center Way
                                             Wellington, FL 33414
                                             Attn: Thomas P. McCaffrey, CFO
                                             (or)
                                             Edmund Moriarty, General Counsel
                                             Telecopy: (561)791-3966

                  With a copy to:            Shearman & Sterling LLP
                                             599 Lexington Avenue
                                             New York, NY 10022
                                             Attn: Lona Nallengara
                                             Telecopy: (212)848-7830

                  The Administrative
                  Agent:                     JPMorgan Chase Bank
                                             1 Chase Manhattan Plaza
                                             8th Floor
                                             New York, NY 10081
                                             Attn: Frank Giacalone, Loan and
                                             Agency Services Group
                                             Fax: 212-552-5650
                                             Tel: 212-552-5949

                                             and

                                             JPMorgan Chase Bank
                                             270 Park Avenue
                                             New York, NY  10017
                                             Attn: Vilma Francis
                                             Fax: 212-270-4016
                                             Tel: 212-270-5484

                  The Issuing Lender         JPMorgan Chase Bank
                                             4 Metrotech Center

<PAGE>

                                                                              89

                                             8th Floor
                                             Brooklyn, NY  11245
                                             Attn: Rebecca McNally
                                             Fax: 718-552-6537
                                             Tel: 718-242-3468

                  With a copy of any         Fried, Frank, Harris, Shriver &
                  notice sent to the         Jacobson LLP
                  Administrative Agent or    One New York Plaza
                  to the Issuing Lender to:  New York, NY  10004-1980
                                             Attn:  Sherri Snelson, Esq.
                                             Telecopy:  (212) 859-4000

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsections 4.3, 4.7, 5.1, 5.3, 5.4, 5.5, and 5.6
shall not be effective until received and provided, further that the failure to
provide the copies of notices to the Company provided for in this subsection
12.2 shall not result in any liability to any Agent or any Lender.

                  12.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any Agent or any Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

                  12.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement, the Letters of Credit and the
Loans.

                  12.5 Payment of Expenses. The Company agrees:

                      (a) to pay or reimburse the Administrative Agent and the
Initial Lenders for all of their reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation, execution, delivery,
administration, amendment, waiver and modification of, the Credit Documents and
any other documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby and the syndication of the Loans
under this Agreement, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and one counsel to the
Initial Lenders, subject to receipt of supporting documentation in reasonable
detail;

                      (b) to pay or reimburse each Lender and each Agent for all
their costs and expenses incurred in connection with, and to pay, indemnify, and
hold each Agent and each Lender harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever arising out of
or in connection with, the enforcement or preservation of any rights

<PAGE>

                                                                              90

(including in any workout proceedings) under any Credit Document and any such
other documents, including, without limitation, reasonable out-of-pocket fees
and disbursements of counsel to each Agent and each Lender (including, but not
limited to, reasonable fees and expenses of one counsel to the Initial Lenders
and one local counsel in each appropriate jurisdiction and expenses incurred in
connection with travel, courier, reproduction, printing and delivery expenses),
incurred in connection with the foregoing and in connection with advising the
Administrative Agent with respect to its rights and responsibilities under this
Agreement and the documentation relating thereto, subject to receipt of
supporting documentation in reasonable detail (it being agreed that the Agents
and the Lenders shall have the right to employ separate counsel and the Company
shall bear the reasonable out-of-pocket fees, costs, and expenses of such
separate counsel if (i) the use of the selected counsel would present such
counsel with a conflict of interest or (ii) the actual or potential defendants
in, or targets of, any such action include both the Company and the Agents
and/or a Lender, and such Agent or Lender shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Company or any other such Person);

                      (c) to pay, indemnify, and to hold each Agent and each
Lender harmless from, any and all recording and filing fees and any and all
liabilities with respect thereto, or resulting from any delay in paying such
recording and filing fees, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation of any
of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, any Credit
Document and any such other documents; and

                      (d) to pay, indemnify, and hold each Agent and each Lender
(each, an "Indemnified Person") and their respective officers, directors,
employees and agents (the officers, directors, employees and agents of any
Indemnified Person are such Indemnified Person's "Related Parties") harmless
from and against any and all other actual out-of-pocket liabilities,
obligations, losses, damages (including punitive damages), penalties, fines,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, reasonable experts' and
consultants' fees and reasonable fees and disbursements of counsel and third
party claims for personal injury or real or personal property damage) which may
be incurred by or asserted against the any Agent or the Lenders (x) arising out
of or in connection with any investigation, litigation or proceeding related to
this Agreement, the other Credit Documents, the proceeds of the Loans, or any of
the other transactions contemplated hereby or thereby, whether or not any Agent
or any of the Lenders is a party thereto, (y) with respect to any environmental
matters, any environmental compliance expenses and remediation expenses in
connection with the presence, suspected presence, release or suspected release
of any Materials of Environmental Concern in or into the air, soil, groundwater,
surface water or improvements at, on, about, under, or within the Properties, or
any portion thereof, or elsewhere in connection with the transportation of
Materials of Environmental Concern to or from the Properties, or (z) without
limiting the generality of the foregoing, by reason of or in connection with the
execution and delivery or transfer of, or payment or failure to make payments
under, Letters of Credit (it being agreed that nothing in this subsection
12.5(d)(z) is intended to limit the Company's obligations pursuant to subsection
4.6);

<PAGE>

                                                                              91

(all the foregoing, collectively, the "indemnified liabilities"), provided that
the Company shall have no obligation hereunder with respect to indemnified
liabilities of any Indemnified Person or its Related Parties arising from the
gross negligence or willful misconduct of such Indemnified Person or its Related
Parties as determined by a final, non-appealable judgment of a court of
competent jurisdiction. The agreements in this subsection 12.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

                  12.6 Successors and Assigns; Participations; Purchasing
Lenders. (a) This Agreement shall be binding upon and inure to the benefit of
the Company, the Lenders, the Agents, all future holders of the Loans, and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

                      (b) Any Lender other than any Conduit Lender may, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks or other financial institutions or Lender
Affiliates ("Participants") participating interests in any Loan owing to such
Lender, any participating interest of such Lender in the Letters of Credit, any
Note held by such Lender, any Commitment of such Lender or any other interest of
such Lender hereunder and under the other Credit Documents, provided, however,
that no Lender shall sell any such participating interest to any Participant
which is a Foreign Lender that is unable to deliver to such Lender the forms
required to be delivered pursuant to subsection 5.23(e) hereof. In the event of
any such sale by a Lender of participating interests to a Participant, such
Lender's obligations under this Agreement to the other parties to this Agreement
shall remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Credit Documents, the Company
and the Administrative Agent shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under this
Agreement and the other Credit Documents. The Company agrees that if amounts
outstanding under this Agreement and the Loans are due and unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and any Loan to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement or any Loan; provided
that such Participant shall only be entitled to such right of setoff if it shall
have agreed in the agreement pursuant to which it shall have acquired its
participating interest to share with the Lenders the proceeds thereof, as
provided in subsection 12.7. The Company also agrees that each Participant shall
be entitled to the benefits of subsections 5.12, 5.19, 5.20, 5.21 and 5.23 with
respect to its participation in the Letters of Credit and in the Commitments and
the Loans outstanding from time to time; provided that no Participant shall be
entitled to receive any greater amount pursuant to such subsections than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred and each Participant shall be subject to the
provisions of paragraph (c) of subsection 5.20.

                      (c) Any Lender other than any Conduit Lender may, in the
ordinary course of its business and in accordance with applicable law, with the
prior written consent of the

<PAGE>

                                                                              92

Administrative Agent, the Issuing Lender and the Swing Line Lender in the case
of the Revolving Credit Facility and, subject to the penultimate sentence of
this clause (c), the Company, at any time sell to any Lender or any Affiliate or
Lender Affiliate thereof (including any Affiliate or Subsidiary of such
transferor Lender) and, with the prior written consent of the Company and the
Administrative Agent (which in each case shall not be unreasonably withheld,
conditioned, or delayed), sell to one or more additional banks or financial
institutions (an "Assignee"), all or any part of its rights and obligations
under this Agreement, the Notes and the other Credit Documents and, with respect
to the Letters of Credit, such Lender's L/C Participating Interest, pursuant to
an Assignment and Acceptance executed by such Assignee, such assigning Lender
(and by the Company, the Administrative Agent, the Issuing Lender and the Swing
Line Lender, to the extent their consent is required), and delivered to the
Administrative Agent for its acceptance and recording in the Register (as
defined below); provided that (A) each such sale pursuant to this subsection
12.6(c) of less than all of a Lender's rights and Obligations (I) to a Person
which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall
be of Commitments and/or Loans of $5,000,000 (or, in the case of Tranche B Term
Loan Commitments and Tranche B Term Loans, $1,000,000 or more unless otherwise
agreed by the Company and the Administrative Agent and (II) to a Person which is
then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any
amount and shall not require the consent of the Company or the Administrative
Agent, and (B) each Assignee which is a Foreign Lender shall comply with the
provisions of subsection 5.23(e) hereof; and provided, further that the
foregoing shall not prohibit a Lender from selling participating interests in
accordance with subsection 12.6(b) in all or any portion of its Commitments
and/or Loans (without duplication). For purposes of clauses (A) and (B) of the
first proviso contained in the preceding sentence, the amount described therein
shall be aggregated in respect of each Lender and its Lender Affiliates, if any.
Upon such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with the Commitments and Loans as set forth therein, and (y) the assigning
Lender thereunder shall, to the extent of the interest transferred, as reflected
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto). Such
Assignment and Acceptance shall be deemed to amend this Agreement to the extent,
and only to the extent, necessary to reflect the addition of such Assignee and
the resulting adjustment of Commitment Percentages arising from the purchase by
such Assignee of all or a portion of the rights and obligations of such
assigning Lender under this Agreement. Notwithstanding anything herein to the
contrary (and to the extent permitted by law), (i) after the occurrence and
during the continuance of an Event of Default any Lender may sell all or any
part of its rights and obligations under this Agreement without the consent of
the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any
time to its designating Lender hereunder without the consent of the Company or
the Administrative Agent any or all of the Loans it may have funded hereunder
and pursuant to its designation agreement and without regard to the limitations
set forth in the first sentence of this Section 12.6(c).

                      (d) The Administrative Agent acting on behalf of and as
agent for the Company, shall maintain at the address of the Administrative Agent
referred to in subsection

<PAGE>

                                                                              93

12.2 a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitment of, the principal amount of any Tranche B Term Loans, Swing
Line Loans and/or Revolving Credit Loans owing to, and if such Lender has any
Revolving Credit Commitment, the L/C Participating Interests of, each Lender
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Company, the Administrative Agent and the
Lenders shall treat each Person whose name is recorded in the Register as the
owner of the Loans or L/C Participating Interests recorded therein for all
purposes of this Agreement, notwithstanding any notice to the contrary. The
Register shall be available for inspection by the Company or any Lender at any
reasonable time and from time to time upon reasonable prior notice. No
assignment shall be effective for purposes of this agreement unless it has been
recorded in the Register as provided in this paragraph.

                      (e) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an Assignee (and by the Company, the Issuing
Lender, the Swing Line Lender and the Administrative Agent to the extent
required hereby), together with payment to the Administrative Agent of a
registration and processing fee of $3,500 (which fee the Company shall have no
obligation to pay and which fee may be waived by the Administrative Agent in its
discretion), the Administrative Agent shall (i) promptly accept such Assignment
and Acceptance and (ii) on the effective date determined pursuant thereto,
record the information contained therein in the Register and give notice of such
acceptance and recordation to the Lenders and the Company.

                      (f) The Company authorizes each Lender to disclose to any
Participant, Assignee or counterparty (or its advisors) to any swap derivative
transaction or securitization relating to the Company and its obligations (each,
a "Transferee") and any prospective Transferee so long as such Transferee agrees
to keep any such non public information confidential) any and all financial
information in such Lender's possession concerning the Company and its
Subsidiaries which has been delivered to such Lender by or on behalf of the
Company pursuant to this Agreement or which has been delivered to such Lender by
or on behalf of the Company in connection with such Lender's credit evaluation
of the Company and its Subsidiaries and Affiliates prior to becoming a party to
this Agreement.

                      (g) If, pursuant to this subsection 12.6, any interest in
this Agreement or any Loan or Letter of Credit is transferred to any Transferee
which would be a Foreign Lender upon the effectiveness of such transfer, the
assigning Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to represent to the assigning Lender (for
the benefit of the assigning Lender, the Administrative Agent and the Company)
that under applicable law and treaties no Taxes will be required to be withheld
by the Administrative Agent, the Company or the assigning Lender with respect to
any payments to be made to such Transferee in respect of the Loans or L/C
Participating Interests, (ii) to furnish to the assigning Lender (and, in the
case of any Assignee registered in the Register, the Administrative Agent and
the Company) such Internal Revenue Service Forms required to be furnished
pursuant to subsection 5.23(e) and (iii) to agree (for the benefit of the
assigning Lender, the Administrative Agent and the Company) to be bound by the
provisions of subsection 5.23(e).

<PAGE>

                                                                              94

                      (h) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment (i) by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law and (ii) by a Lender
Affiliate which is a fund to its trustee in support of its obligations to its
trustee; provided that any transfer of Loans or Notes upon, or in lieu of,
enforcement of or the exercise of remedies under any such pledge shall be
treated as an assignment thereof which shall not be made without compliance with
the requirements of this subsection 12.6.

                      (i) The Company, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (h) above.

                      (j) Each of the Company, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however (i) that each Lender designating any
Conduit Lender hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or expense arising out of its inability
to institute such a proceeding against such Conduit Lender during such period
forbearance and (ii) the foregoing shall not prohibit or limit the ability of
any such Person to file claims against a Conduit Lender in connection with any
such proceeding.


                  12.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or Lenders, if any Lender (a "Benefitted Lender") shall at any time receive any
payment of all or part of any of its Tranche B Term Loans, Revolving Credit
Loans (other than payment of Swing Line Loans) or L/C Participating Interests,
as the case may be, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in clause (f) of Section 10, or otherwise)
in a greater proportion than any such payment to and collateral received by any
other Lender, if any, in respect of such other Lender's Tranche B Term Loans,
Revolving Credit Loans or L/C Participating Interests, as the case may be, or
interest thereon, such Benefitted Lender shall purchase for cash from the other
Lenders such portion of each such other Lender's Tranche B Term Loans, Revolving
Credit Loans or L/C Participating Interests, as the case may be, or shall
provide such other Lenders with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such Benefitted Lender to share
the excess payment or benefits of such collateral or proceeds ratably with each
of the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest. The Company agrees that each
Lender so purchasing a portion of another Lender's Loans and/or L/C
Participating Interests may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as fully as if such
Lender were the direct holder of such

<PAGE>

                                                                              95

portion. The Administrative Agent shall promptly give the Company notice of any
set-off, provided that the failure to give such notice shall not affect the
validity of such set-off.

                      (b) Upon the occurrence and during the continuance of an
Event of Default specified in Section 10(a) or 10(f), each Agent and each Lender
are hereby irrevocably authorized at any time and from time to time without
notice to the Company, any such notice being hereby waived by the Company, to
set off and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Agent or such Lender to or for the credit or the account of the
Company or any part thereof in such amounts as such Agent or such Lender may
elect, on account of the liabilities of the Company hereunder and under the
other Credit Documents and claims of every nature and description of such Agent
or such Lender against the Company in any currency, whether arising hereunder,
or otherwise, under any other Credit Document as such Agent or such Lender may
elect, whether or not such Agent or such Lender has made any demand for payment
and although such liabilities and claims may be contingent or unmatured. Each
Agent and each Lender shall notify the Company promptly of any such setoff made
by it and the application made by it of the proceeds thereof, provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Agent and each Lender under this paragraph are
in addition to other rights and remedies (including, without limitation, other
rights of setoff) which such Agent or such Lender may have.

                  12.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the Administrative Agent. This
Agreement shall become effective with respect to the Company, the Agents and the
Lenders when the Administrative Agent shall have received copies of this
Agreement executed by the Company, the Syndication Agents and the Lenders, or,
in the case of any Lender, shall have received telephonic confirmation from such
Lender stating that such Lender has executed counterparts of this Agreement or
the signature pages hereto and sent the same to the Administrative Agent.

                  12.9 Integration. This Agreement and the other Credit
Documents represent the entire agreement of the Credit Parties, the Agents and
the Lenders with respect to the subject matter hereof and thereof, and there are
no promises, undertakings, representations or warranties by any Agent or any
Lender relative to the subject matter hereof or thereof not expressly set forth
or referred to herein or in the other Credit Documents.

                  12.10 GOVERNING LAW; NO THIRD PARTY RIGHTS. THIS AGREEMENT AND
THE LOANS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND
THE LOANS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT IS SOLELY FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND,
EXCEPT AS SET FORTH IN SUBSECTION 12.6, NO OTHER PERSONS SHALL HAVE

<PAGE>

                                                                              96

ANY RIGHT, BENEFIT, PRIORITY OR INTEREST UNDER, OR BECAUSE OF THE EXISTENCE OF,
THIS AGREEMENT.

                  12.11 SUBMISSION TO JURISDICTION; WAIVERS. EACH PARTY TO THIS
AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY:

                      (i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
         ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OF THE
         OTHER CREDIT DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
         JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION
         OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES
         OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
         FROM ANY THEREOF;

                      (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE
         BROUGHT IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR
         HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
         SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
         INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

                      (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
         PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
         CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
         PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SUBSECTION 12.2 OR
         AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN
         NOTIFIED PURSUANT THERETO; AND

                      (iv) AGREES THAT NOTHING CONTAINED HEREIN SHALL AFFECT THE
         RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
         OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

                  EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (a) ABOVE.

                  12.12 Acknowledgements. The Company hereby acknowledges that:

                      (a) none of the Agents or any Lender has any fiduciary
relationship to any Credit Party, and the relationship between the Agents and
the Lenders, on the one hand, and the Credit Parties, on the other hand, is
solely that of creditor and debtor; and

                      (b) no joint venture exists among the Lenders or among any
Credit Parties and the Lenders.

<PAGE>

                                                                              97


                  12.13 USA Patriot Act. Each Lender hereby notifies the Company
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Act"), it may be required to
obtain, verify and record information that identifies the Company, which
information includes the name and address of the Company and other information
that will allow such Lender to identify the Company in accordance with the Act.

                [Remainder of this page intentionally left blank]

<PAGE>

                                                                              98

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


                              BE AEROSPACE, INC.


                              By: /s/ Thomas P. McCaffrey
                                  --------------------------------
                                  Title: Senior Vice President of Administration
                                         and Chief Financial Officer


<PAGE>


                              JPMORGAN CHASE BANK, N.A.,
                                as Administrative Agent, Issuing Bank
                                and as a Lender


                              By: /s/ Richard C. Smith
                                  --------------------------------
                                  Title: Richard C. Smith
                                         Vice President


<PAGE>


                              UBS SECURITIES LLC,
                                as Joint Lead Arranger, Joint Bookrunner and
                                as Syndication Agent


                              By: /s/ Eric H. Coombs
                                  --------------------------------
                                  Name:   Eric H. Coombs
                                  Title:  Managing Director

                              By: /s/ James Boland
                                  --------------------------------
                                  Name:   James Boland
                                  Title:  Managing Director

                              Address for Notices
                              UBS Securities LLC
                              299 Park Avenue
                              New York, NY 10171
                              Attention:  Christopher Abbate
                              Fax:   212-821-5766

<PAGE>


                              CREDIT SUISSE SECURITIES (USA) LLC,
                                as Joint Lead Arranger, Joint Bookrunner and
                                as Syndication Agent


                              By: /s/ Robert B. Stewart
                                  --------------------------------
                                  Name:   Robert B. Stewart
                                  Title:  Director

                              Address for Notices
                              Eleven Madison Avenue
                              New York, NY  10010
                              Attention:  Jay B. Drezner
                              Telecopy:  212-743-2451


<PAGE>


                              UBS LOAN FINANCE LLC,
                                as Lender


                              By: /s/ Irja R. Otsa
                                  --------------------------------
                                  Name:  Irja R. Otsa
                                  Title: Associate Director
                                         Banking Products Services, US

                              By: /s/ Richard L. Tavrow
                                  --------------------------------
                                  Name:  Richard L. Tavrow
                                  Title: Director
                                         Banking Products Services, US

                              Address for Notices
                              677 Washington Blvd.
                              Stamford, CT 06901
                              Attention:  Safraz Hassan
                              Telecopy:  203-719-3888


<PAGE>


                              CREDIT SUISSE, CAYMAN ISLANDS
                                BRANCH, as a Lender


                              By: /s/ Karl M. Studer
                                  --------------------------------
                                  Name:    Karl M. Studer
                                  Title:   Director

                              By: /s/ Karl Lesnik
                                  --------------------------------
                                  Name:    Karl Lesnik
                                  Title:   Assistant Vice President

                              Address for Notices
                              Eleven Madison Avenue
                              New York, NY  10010
                              Attention:  Karl M. Studer
                              Telecopy:  212-743-1894