<PAGE>
                                                                   Exhibit 10.15

                                                                  EXECUTION COPY

================================================================================

                                CREDIT AGREEMENT

                                   dated as of

                                February 14, 2003

                                      among

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                        FISHER SCIENTIFIC COMPANY L.L.C.

                            The Lenders Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

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

                          J.P. MORGAN SECURITIES INC.,
                     as Advisor, Bookrunner and Co-Arranger

                         DEUTSCHE BANK SECURITIES INC.,
                      as Co-Arranger and Syndication Agent

                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands Branch,
                              as Syndication Agent

================================================================================

<PAGE>
                                TABLE OF CONTENTS

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

                                           Definitions

SECTION 1.01.  Defined Terms ...............................................................        1
SECTION 1.02.  Classification of Loans and Borrowings.......................................       42
SECTION 1.03.  Terms Generally..............................................................       42
SECTION 1.04.  Accounting Terms; GAAP.......................................................       42

                                           ARTICLE II

                                           The Credits

SECTION 2.01.  Commitments                                                                         43
SECTION 2.02.  Loans and Borrowings.........................................................       43
SECTION 2.03.  Requests for Borrowings......................................................       44
SECTION 2.04.  Swingline Loans..............................................................       45
SECTION 2.05.  Letters of Credit............................................................       47
SECTION 2.06.  Funding of Borrowings........................................................       57
SECTION 2.07.  Interest Elections...........................................................       58
SECTION 2.08.  Termination and Reduction of Commitments.....................................       60
SECTION 2.09.  Repayment of Loans; Evidence of Debt.........................................       61
SECTION 2.10.  Amortization of Term Loans...................................................       62
SECTION 2.11.  Prepayment of Loans..........................................................       64
SECTION 2.12.  Fees ........................................................................       66
SECTION 2.13.  Interest ....................................................................       68
SECTION 2.14.  Alternate Rate of Interest...................................................       69
SECTION 2.15.  Increased Costs..............................................................       69
SECTION 2.16.  Break Funding Payments.......................................................       71
SECTION 2.17.  Taxes .......................................................................       72
SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..................       74
SECTION 2.19.  Mitigation Obligations; Replacement of Lenders...............................       77
SECTION 2.20.  Incremental Term Loans.......................................................       78
SECTION 2.21.  Local Currency Loans.........................................................       79
SECTION 2.22.  Currency Fluctuations........................................................       84
SECTION 2.23.  Subsidiary Borrowers.........................................................       85
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                                                                                               <C>
                                           ARTICLE III

                                 Representations and Warranties

SECTION 3.01.  Organization; Powers.........................................................       86
SECTION 3.02.  Authorization; Enforceability................................................       86
SECTION 3.03.  Governmental Approvals; No Conflicts.........................................       86
SECTION 3.04.  Financial Condition; No Material Adverse Change..............................       87
SECTION 3.05.  Properties ..................................................................       88
SECTION 3.06.  Litigation and Environmental Matters.........................................       88
SECTION 3.07.  Compliance with Laws and Agreements..........................................       89
SECTION 3.08.  Investment and Holding Company Status........................................       89
SECTION 3.09.  Taxes .......................................................................       89
SECTION 3.10.  ERISA .......................................................................       90
SECTION 3.11.  Disclosure ..................................................................       90
SECTION 3.12.  Subsidiaries ................................................................       90
SECTION 3.13.  Insurance ...................................................................       90
SECTION 3.14.  Labor Matters ...............................................................       91
SECTION 3.15.  Senior Indebtedness..........................................................       91

                                           ARTICLE IV

                                           Conditions

SECTION 4.01.  Effective Date                                                                      91
SECTION 4.02.  Each Credit Event............................................................       94
SECTION 4.03.  Borrowings by Subsidiary Borrowers; Letters of Credit for Subsidiary
                    Borrowers...............................................................       95

                                            ARTICLE V

                                      Affirmative Covenants

SECTION 5.01.  Financial Statements and Other Information...................................       96
SECTION 5.02.  Notices of Material Events...................................................       98
SECTION 5.03.  Information Regarding Collateral.............................................       98
SECTION 5.04.  Existence; Conduct of Business...............................................       98
SECTION 5.05.  Payment of Obligations.......................................................       98
SECTION 5.06.  Maintenance of Properties....................................................       99
SECTION 5.07.  Insurance ...................................................................       99
SECTION 5.08.  Casualty and Condemnation....................................................      100
SECTION 5.09.  Books and Records; Inspection and Audit Rights...............................      100
SECTION 5.10.  Compliance with Laws.........................................................      100
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                               <C>
SECTION 5.11.  Use of Proceeds and Letters of Credit; Margin Regulations....................      100
SECTION 5.12.  Additional Subsidiaries......................................................      101
SECTION 5.13.  Further Assurances...........................................................      101
SECTION 5.14.  End of Fiscal Years; Fiscal Quarters.........................................      102
SECTION 5.15.  Foreign Subsidiaries' Security...............................................      102

                                           ARTICLE VI

                                       Negative Covenants

SECTION 6.01.  Indebtedness; Designated Senior Debt.........................................      104
SECTION 6.02.  Liens .......................................................................      107
SECTION 6.03.  Fundamental Changes..........................................................      110
SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions....................      110
SECTION 6.05.  Asset Sales .................................................................      114
SECTION 6.06.  Swap Agreements..............................................................      117
SECTION 6.07.  Restricted Payments; Certain Payments of Indebtedness........................      117
SECTION 6.08.  Transactions with Affiliates.................................................      121
SECTION 6.09.  Restrictive Agreements.......................................................      121
SECTION 6.10.  Amendment of Material Documents..............................................      122
SECTION 6.11.  Capital Expenditures.........................................................      122
SECTION 6.12.  Interest Expense Coverage Ratio..............................................      123
SECTION 6.13.  Total Leverage Ratio.........................................................      123
SECTION 6.14.  Senior Leverage Ratio........................................................      123

                                           ARTICLE VII

                                        Events of Default


                                          ARTICLE VIII

                                    The Administrative Agent


                                           ARTICLE IX

                                 Collection Allocation Mechanism

SECTION 9.01.  Implementation of CAM........................................................      131
SECTION 9.02.  Letters of Credit............................................................      132
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                               <C>
                                            ARTICLE X

                                          Miscellaneous

SECTION 10.01.  Notices ....................................................................      134
SECTION 10.02.  Waivers; Amendments.........................................................      135
SECTION 10.03.  Expenses; Indemnity; Damage Waiver..........................................      138
SECTION 10.04.  Successors and Assigns......................................................      140
SECTION 10.05.  Survival ...................................................................      144
SECTION 10.06.  Counterparts; Integration; Effectiveness....................................      145
SECTION 10.07.  Severability ...............................................................      145
SECTION 10.08.  Right of Set-Off............................................................      145
SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of Process..................      146
SECTION 10.10.  WAIVER OF JURY TRIAL........................................................      147
SECTION 10.11.  Headings ...................................................................      147
SECTION 10.12.  Confidentiality.............................................................      147
SECTION 10.13.  Interest Rate Limitation....................................................      148
SECTION 10.14.  Intercreditor Agreements....................................................      148

SCHEDULES:

Schedule 1.01 --  Initial Mortgaged Properties
Schedule 2.01 --  Commitments
Schedule 3.05 --  Real Properties
Schedule 3.06 --  Disclosed Matters
Schedule 3.12 --  Subsidiaries
Schedule 3.13 --  Insurance
Schedule 6.01 --  Existing Indebtedness
Schedule 6.02 --  Existing Liens
Schedule 6.04 --  Existing Investments
Schedule 6.08 --  Existing Affiliate Transactions
Schedule 6.09 --  Existing Restrictions

EXHIBITS:

Exhibit A     --  Form of Assignment and Assumption
Exhibit B-1   --  Form of Opinion of Debevoise & Plimpton (Effective Date)
Exhibit B-2   --  Form of Opinion of General Counsel
Exhibit B-3   --  Form of Opinion of Delaware Counsel
Exhibit B-4   --  Form of Opinion of Local Counsel
Exhibit B-5   --  Form of Opinion of Counsel for Subsidiary Borrower
Exhibit C     --  Form of Guarantee and Collateral Agreement
Exhibit D     --  Form of Collateral Sharing Agreement
Exhibit E     --  Form of Competitive Bid
</TABLE>


                                       iv
<PAGE>

Exhibit F     --  Form of Competitive Bid Accept/Reject Letter
Exhibit G     --  Form of Competitive Bid Request
Exhibit H     --  Form of Notice of Competitive Bid Request
Exhibit I     --  Form of Election to Participate
Exhibit J     --  Form of Election to Terminate
Exhibit K     --  Form of Perfection Certificate


                                       v
<PAGE>

                              CREDIT AGREEMENT dated as of February 14, 2003,
                        among FISHER SCIENTIFIC INTERNATIONAL INC., FISHER
                        SCIENTIFIC COMPANY L.L.C., the LENDERS party hereto and
                        JPMORGAN CHASE BANK, as Administrative Agent.

            The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

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

            "Account" means, collectively, (a) an "account" as such term is
defined in the Uniform Commercial Code as in effect from time to time in the
State of New York or under other relevant law, and (b) the Company's or any
Subsidiary's rights to payment for goods sold or leased or services performed,
including all such rights evidenced by an account, note, contract, security
agreement, chattel paper, or other evidence of indebtedness or security.

            "Acquired Business" means any Person, property, business or asset
acquired (or, as applicable, proposed to be acquired) by the Company or a
Subsidiary pursuant to a Permitted Acquisition.

            "Adjusted EBITDA" means, for any period, the Consolidated EBITDA of
the Company for such period, adjusted (a) to include the Consolidated EBITDA of
any Acquired Business acquired during such period (and, solely for purposes of
determining whether a proposed acquisition is a Permitted Acquisition pursuant
to clause (f) of the definition of the term "Permitted Acquisition", any
Acquired Business that, at the time of calculation of Adjusted EBITDA for such
purpose, has been acquired subsequent to the end of such period and prior to
such time as well as that proposed to be acquired) pursuant to a Permitted
Acquisition and not subsequently sold, transferred or otherwise disposed of
during such period (or, solely for purposes of determining whether a proposed
acquisition is a Permitted Acquisition, subsequent to the end of such period and
prior to such

<PAGE>
                                                                               2


time), based on (i) the actual Consolidated EBITDA of such Acquired Business for
such period (including the portion thereof attributable to such period prior to
the date of acquisition of such Acquired Business), (ii) for purposes of
determining whether a proposed acquisition is a Permitted Acquisition pursuant
to clause (f) of the definition of the term "Permitted Acquisition", giving pro
forma effect to identified cost savings from any such Permitted Acquisition (or
proposed acquisition), but only to the extent such cost savings would be
permitted in a pro forma financial statement prepared in compliance with
Regulation S-X, and (iii) for purposes of determining the Total Leverage Ratio
and Senior Leverage Ratio, giving pro forma effect, in the portion of such
period occurring prior to the date of consummation of any such Permitted
Acquisition, to identified cost savings from any such Permitted Acquisition, but
only to the extent such cost savings would be permitted in a pro forma financial
statement prepared in compliance with Regulation S-X, and (b) to exclude the
Consolidated EBITDA of any Sold Business sold, transferred or otherwise disposed
of during such period (and, solely for purposes of determining whether a
proposed acquisition is a Permitted Acquisition pursuant to clause (f) of the
definition of the term "Permitted Acquisition", any Sold Business that, at the
time of calculation of Adjusted EBITDA for such purpose, has been sold,
transferred or otherwise disposed of subsequent to the end of such period and
prior to such time), based on the actual Consolidated EBITDA of such Sold
Business for such period (including the portion thereof attributable to such
period prior to the date of sale, transfer or disposition of such Sold
Business).

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

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

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

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

<PAGE>
                                                                               3


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

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

            "Applicable Rate" means, for any day (a) with respect to any Term
Loan, (i) 1.50% per annum, in the case of an ABR Loan, or (ii) 2.50% per annum,
in the case of a Eurodollar Loan, and (b) with respect to any ABR Loan or
Eurodollar Loan that is a Revolving Loan, or with respect to the commitment fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread", "Eurodollar Spread" or "Commitment Fee
Rate", as the case may be, based upon the Total Leverage Ratio as of the most
recent determination date:

<TABLE>
<CAPTION>
                                        ABR             Eurodollar               Commitment Fee
       Leverage Ratio:                Spread              Spread                      Rate
       ---------------                ------              ------                      ----
<S>                                     <C>                <C>                       <C>
          Category 1                    2.00%              3.00%                     0.50%
          >=3.0:1.0

          Category 2
    <3.0:1.0 and >=2.5:1.0              1.75%              2.75%                     0.50%

          Category 3
    <2.5:1.0 and >=2.0:1.0              1.50%              2.50%                     0.50%

          Category 4
           <2.0:1.0                     1.25%              2.25%                     0.375%
</TABLE>

            For purposes of the foregoing, (i) the Total Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Company's fiscal year
based upon the Company's consolidated financial statements delivered pursuant to
Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Total Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such

<PAGE>
                                                                               4


change; provided that the Total Leverage Ratio shall be deemed to be in Category
1 (A) at any time that an Event of Default has occurred and is continuing or (B)
at the option of the Administrative Agent or at the request of the Required
Lenders if the Company fails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 5.01(a) or (b), during the
period from the expiration of the time for delivery thereof until such
consolidated financial statements are delivered; provided further that for
purposes of determining the fees payable pursuant to Section 2.12(a) and (b),
each change in the Applicable Rate resulting from a change in the Total Leverage
Ratio shall be effective during the period (1) commencing on and including the
first day of the fiscal quarter during which such consolidated financial
statements indicating such change were delivered (except with respect to any
such fees accrued during such fiscal quarter and required to be paid prior to
delivery of such financial statements, in which case such change shall not be
effective for the portion of such period during which such fees accrued) and (2)
ending on the date immediately preceding the effective date of the next such
change.

            "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

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

            "Borrowers" means the Initial Borrower, the Term Loan Borrower and
the Subsidiary Borrowers. If the Company is designated as the Term Loan
Borrower, then the Company shall also be deemed a Borrower with respect to the
Revolving Loans.

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

            "Borrowing Request" means a request by a Borrower (or by the Company
on behalf of a Borrower) for a Revolving Borrowing, Term Borrowing or
Incremental Term Loan Borrowing in accordance with Section 2.03.

<PAGE>
                                                                               5


            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, (a) when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in Dollar deposits in the London interbank market and (b) when
used in connection with a Local Currency Loan or Local Letter of Credit, the
term "Business Day" shall also exclude any day on which commercial banks in the
principal financial center of such Local Currency (as determined by the
Administrative Agent) are authorized or required by law to remain closed.

            "Calculation Date" means the last Business Day of March, June,
September and December of each year.

            "CAM" means the mechanism for the allocation and exchange of
interests in the Credit Facilities and Local Currency Loans and collections
thereunder established under Article IX.

            "CAM Exchange" means the exchange of the Lenders' interests provided
for in Section 9.01.

            "CAM Exchange Date" means the date on which (a) any event referred
to in paragraph (h) or (i) of Article VII shall occur in respect of the Company
or any Subsidiary Borrower or (b) an acceleration of the maturity of the Loans
pursuant to Article VII shall occur.

            "CAM Percentage" means, as to each Lender, a fraction, expressed as
a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent
(determined on the basis of Exchange Rates or Spot Exchange Rates, as
applicable, prevailing on the CAM Exchange Date) of the Specified Obligations
owed to such Lender and such Lender's participation in undrawn amounts of
Letters of Credit immediately prior to the CAM Exchange Date and (b) the
denominator shall be the aggregate Dollar Equivalent (as so determined) of the
Specified Obligations owed to all the Lenders and the aggregate undrawn amount
of outstanding Letters of Credit immediately prior to such CAM Exchange Date.

            "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Company and
its consolidated Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the Company for such period prepared in accordance
with GAAP (including expenditures for maintenance and repairs which should be

<PAGE>
                                                                               6


capitalized in accordance with GAAP) and (b) Capital Lease Obligations incurred
by the Company and its consolidated Subsidiaries during such period, but (c)
excluding any such expenditures constituting Permitted Acquisitions.

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

            "Cash Consideration" means (a) cash, (b) Permitted Investments or
(c) promissory notes or other obligations received by the Company or a
Subsidiary that are promptly, but in no event more than 60 days after receipt,
converted into cash or Permitted Investments.

            "Cash Pooling Arrangement" means a deposit account arrangement among
a single depository institution, the Company and one or more Foreign
Subsidiaries involving the pooling of cash deposits in one or more deposit
accounts with such institution by the Company and such Foreign Subsidiaries for
cash management purposes.

            "Change in Control" means (a) the beneficial ownership or
acquisition of beneficial ownership, directly or indirectly, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof), other than Permitted Holders, of Equity Interests representing more
than 30% of either the aggregate ordinary voting power or the aggregate equity
value represented by the issued and outstanding Equity Interests in the Company
(unless, and only so long as, a Permitted Holder or any combination of Permitted
Holders beneficially own and control Equity Interests representing more than the
percentages of each of the aggregate ordinary voting power and the aggregate
equity value represented by the issued and outstanding Equity Interests in the
Company owned by such other Person or group), (b) occupation of a majority of
the seats (other than vacant seats) on the board of directors of the Company by
Persons who were neither (i) nominated by the board of directors of the Company
nor (ii) appointed by directors so nominated or (c) the Initial Borrower ceases
to be a wholly owned Subsidiary of the Company (unless the Company shall have
delivered an Election to Terminate with respect to the Initial Borrower pursuant
to Section 2.23).

<PAGE>
                                                                               7


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

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Local Currency Loans, Term Loans, Incremental Term Loans or Swingline Loans and,
when used in reference to any Commitment, refers to whether such Commitment is a
Revolving Commitment, Term Loan Commitment or a commitment to make an
Incremental Term Loan. Incremental Term Loans that have different terms and
conditions shall be construed to be in different Classes.

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

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

            "Collateral Agent" means the Administrative Agent or other Person
acting as collateral agent under the Security Documents for the Secured Parties.

            "Collateral Agreement" means the Guarantee and Collateral Agreement
among the Domestic Loan Parties and the Collateral Agent, substantially in the
form of Exhibit C.

            "Collateral and Guarantee Requirement" means the requirement that:

            (a) the Collateral Agent shall have received from each Domestic Loan
      Party either (i) a counterpart of each of the Collateral Agreement and the
      Collateral Sharing Agreement duly executed and delivered on behalf of such
      Domestic Loan Party or (ii) in the case of any Person that becomes a
      Domestic Loan Party after the Effective Date, a supplement to the
      Collateral Agreement, in the form specified therein, duly executed and
      delivered on behalf of such Domestic Loan Party; provided that a Foreign
      Subsidiary Holding Company shall not be required to Guarantee the
      Obligations

<PAGE>
                                                                               8


      thereunder, but shall execute the Collateral Agreement (or supplement
      thereto, as applicable) for purposes of complying with clauses (b) and (c)
      below;

            (b) all outstanding Equity Interests of each Material Subsidiary and
      Receivables Subsidiary owned by or on behalf of any Domestic Loan Party
      shall have been pledged pursuant to the Collateral Agreement (except that,
      subject to Section 5.15, the Domestic Loan Parties shall not be required
      to pledge more than 65% of the outstanding voting Equity Interests of any
      Foreign Subsidiary Holding Company or any Foreign Subsidiary) and the
      Collateral Agent shall have received certificates or other instruments
      representing all such Equity Interests, together with stock powers or
      other instruments of transfer with respect thereto endorsed in blank;
      provided that any such Equity Interests of a Foreign Subsidiary are not
      required to be pledged if (i) such Equity Interests are acquired by or on
      behalf of a Domestic Loan Party with the intent of transferring such
      Equity Interest to a Foreign Subsidiary and (ii) within 30 days after the
      date of the acquisition of such Equity Interests, such Domestic Loan Party
      transfers such Equity Interests to a Foreign Subsidiary;

            (c) the requirements of Sections 5.13 and 5.15 shall have been
      satisfied if and to the extent applicable;

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

            (e) the Collateral Agent shall have received (i) counterparts of a
      Mortgage with respect to each Mortgaged Property duly executed and
      delivered by the record owner of such Mortgaged Property, (ii) a policy or
      policies of title insurance issued by a nationally recognized title
      insurance company insuring the Lien of each such Mortgage as a valid first
      Lien on the Mortgaged Property described therein, free of any other Liens
      except as expressly permitted by Section 6.02, together with such
      endorsements, coinsurance and

<PAGE>
                                                                               9


      reinsurance as the Collateral Agent or the Required Lenders may reasonably
      request, and (iii) such surveys, abstracts, appraisals, legal opinions and
      other documents as the Collateral Agent or the Required Lenders may
      reasonably request with respect to any such Mortgage or Mortgaged
      Property; provided that, in the case of the initial Mortgaged Properties,
      the requirements of clauses (ii) and (iii) shall not be required to be
      satisfied until the date that is 90 days after the Effective Date; and

            (f) each Loan Party shall have obtained all consents and approvals
      required to be obtained by it in connection with the execution and
      delivery of all Security Documents to which it is a party, the performance
      of its obligations thereunder and the granting by it of the Liens
      thereunder; provided that the foregoing shall not require that consents to
      the assignment of Excluded Contracts (as defined in the Collateral
      Agreement) be obtained.

            "Collateral Sharing Agreement" means the Collateral Sharing
Agreement among the Domestic Loan Parties and the Collateral Agent,
substantially in the form of Exhibit D.

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

            "Company" means Fisher Scientific International Inc., a Delaware
corporation.

            "Competitive Bid" means an offer by a Revolving Lender to make a
Competitive Local Currency Loan pursuant to Section 2.21 substantially in the
form of Exhibit E.

            "Competitive Bid Accept/Reject Letter" means a notification made by
the Company pursuant to Section 2.21(c) substantially in the form of Exhibit F.

            "Competitive Bid Rate" means, as to any Competitive Bid, (a) in the
case of a Eurocurrency Competitive Local Currency Loan, the sum of (x) the
Margin and (y) the Adjusted LIBO Rate, and (b) in the case of a Fixed Rate Loan,
the fixed rate of interest offered by the Revolving Lender making such
Competitive Bid.

            "Competitive Bid Request" means a request made pursuant to Section
2.21 substantially in the form of Exhibit G.

<PAGE>
                                                                              10


            "Competitive Local Currency Borrowing" means a Borrowing consisting
of a Competitive Local Currency Loan or concurrent Competitive Local Currency
Loans from the Revolving Lender or Revolving Lenders whose Competitive Bids for
such Borrowing have been accepted under the bidding procedure described in
Section 2.21.

            "Competitive Local Currency Loan" has the meaning assigned to such
term in Section 2.21. Each Competitive Local Currency Loan shall be a
Eurocurrency Competitive Local Currency Loan or a Fixed Rate Loan.

            "Consolidated Cash Interest Expense" means, for any period, the
excess of (a) the sum (without duplication) of (i) the interest expense
(including imputed interest expense in respect of Capital Lease Obligations) of
the Company and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP, (ii) any interest accrued during such period in
respect of Indebtedness of the Company or any Subsidiary that is required to be
capitalized rather than included in consolidated interest expense for such
period in accordance with GAAP, (iii) any cash payments made during such period
in respect of obligations referred to in clause (b)(ii) below that were
amortized or accrued in a previous period, and (iv) interest-equivalent costs
associated with any Permitted Receivables Financing, whether accounted for as
interest expense or loss on the sale of receivables, minus (b) the sum (without
duplication) of (i) to the extent included in such consolidated interest expense
for such period, non-cash amounts attributable to amortization of financing
costs previously paid, (ii) to the extent included in such consolidated interest
expense for such period, non-cash amounts attributable to amortization of debt
discounts, accrued interest payable in kind or interest that is capitalized and
added to principal rather than being paid in cash, in each case for such period
and (iii) to the extent included in such consolidated interest expense for such
period, with respect to any non-wholly owned Subsidiary, the percentage of such
Subsidiary's interest expense (including imputed interest expense in respect of
Capital Lease Obligations) for such period, and the percentage of any cash
payments described in clause (a)(iii) above made by such Subsidiary during such
period, in each case attributable to the minority equity interest in such
Subsidiary determined on a consolidated basis in accordance with GAAP.
Consolidated Cash Interest Expense shall be calculated giving effect to the net
payments made or received under any interest rate protection agreements (other
than up-front payments made to obtain any such agreement).

<PAGE>
                                                                              11


            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary charges and any losses on sales of assets outside of the
ordinary course of business for such period, (v) all noncash charges for such
period (including amortization of debt discounts, but excluding any such charge
that consists of a write-down or write-off of any current asset), (vi) noncash
expenses attributable to grants of stock options, (vii) charges representing
anticipated cash payments to be made in a future period, (viii) cash charges
attributable to the refinancing or redemption of Indebtedness, including in
respect of redemption premiums, (ix) charges and expenses up to $50,000,000 in
the aggregate in respect of the Redemption and the establishment of the
Company's current Permitted Receivables Financing and the credit facilities
established under this Agreement, and (x) unusual and non-recurring cash charges
not exceeding $50,000,000 in the aggregate for all periods after the Effective
Date and minus (b) the sum of (i) without duplication and to the extent included
in determining such Consolidated Net Income, any extraordinary gains and any
gains on sales of assets outside of the ordinary course of business for such
period, all determined on a consolidated basis in accordance with GAAP and (ii)
any cash payments made during such period that were not deducted in determining
Consolidated Net Income for such period but for which a charge of the type
described in clause (a)(vii) above was taken in any previous period. For
purposes of determining the Consolidated EBITDA of an Acquired Business or Sold
Business as provided in the definition of Adjusted EBITDA, references in this
definition and in the definition of Consolidated Net Income to the Company and
its Subsidiaries shall be deemed to refer to such Acquired Business or Sold
Business, as applicable.

            "Consolidated Net Income" means, for any period, the net income or
loss of the Company and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the net income of any Subsidiary (other than a Subsidiary
Guarantor) to the extent that the distribution of such net income by such
Subsidiary to a Domestic Loan Party or a Subsidiary Guarantor (directly or
indirectly, by dividends, payment of intercompany indebtedness or otherwise) is
restricted by the terms of any contract or agreement, (b) any unrealized losses
and gains for such

<PAGE>
                                                                              12


period resulting from mark-to-market of Swap Agreements and (c) to the extent
included therein in accordance with GAAP, the income or loss of any Person
accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Company or any Subsidiary or the date that such Person's
assets are acquired by the Company or any Subsidiary.

            "Contract" means, with respect to any Receivable, any and all
instruments, agreements, invoices or other writings pursuant to which such
Receivable arises or which evidences such Receivable.

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

            "Credit Facility" means (a) any Class of Commitments and extensions
of credit thereunder (regardless of whether such Commitments have terminated) or
(b) any group of Incremental Term Loans having the same terms and conditions.

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

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

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

            "Dollar Amount" means, with respect to any Local Letter of Credit or
LC Disbursement in respect thereof, the amount determined pursuant to Section
2.05(l).

            "Dollar Equivalent" means, on any date of determination, (a) with
respect to any amount in Dollars, such amount, and (b) with respect to any
amount in any Local Currency, the equivalent in Dollars of such amount,
determined by the Administrative Agent pursuant to Section 2.22(a) using (i) the
Exchange Rate with respect to such Local Currency at the time in effect under
such Section 2.22(a), in the case of any determination relating to any Local
Currency Loan, or (ii) the relevant Dollar

<PAGE>
                                                                              13


Amount, in the case of any determination relating to any Local Letter of Credit
or LC Disbursement thereunder.

            "Domestic Loan Parties" means the Company, the Initial Borrower, the
Material Domestic Subsidiaries (excluding any Receivables Subsidiaries and
Excluded Subsidiaries) and any Subsidiary Borrower that is a Domestic
Subsidiary.

            "Domestic Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.

            "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

            "Election to Participate" means an election by the Company to
designate a Subsidiary as a Subsidiary Borrower hereunder executed by the
Company and such Subsidiary Borrower substantially in the form of Exhibit I or
any other form approved by the Administrative Agent.

            "Election to Terminate" means an election by the Company to
terminate a Subsidiary Borrower's or, to the extent permitted by Section 2.23,
the Initial Borrower's status as a Borrower hereunder, executed by the Company
substantially in the form of Exhibit J or any other form approved by the
Administrative Agent.

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to public and occupational health matters.

            "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed by or imposed on the Company or a
Subsidiary with respect to any of the foregoing.

<PAGE>
                                                                              14


            "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such Equity Interest.

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

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

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

            "Eurocurrency", when used in reference to any Competitive Local
Currency Loan or Competitive Local Currency Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest based on the
Adjusted LIBO Rate.

<PAGE>
                                                                              15


            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate; provided
that references herein to a Eurodollar Loan or Borrowing shall not be construed
to include any Local Currency Loan or Local Currency Borrowing.

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

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

            "Excluded Subsidiary" means any Domestic Subsidiary resulting from a
Permitted Acquisition after the Effective Date that is not wholly owned by the
Company and has not satisfied the Collateral and Guarantee Requirement.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of any Borrower hereunder, (a) any Tax imposed
on the Administrative Agent, any Lender, any Issuing Bank or any other recipient
that would not have been imposed but for a connection between such Person or its
branch, Affiliate, principal office or, in the case of any Lender, applicable
lending office and the jurisdiction of the Governmental Authority imposing such
Tax or any political subdivision thereof or therein (other than a connection
arising solely as a result of entering into any Loan Document or performing any
obligations, receiving any

<PAGE>
                                                                              16


payments or enforcing any rights thereunder), (b) any branch profits taxes or
any similar tax imposed by any jurisdiction described in clause (a) above and
(c) in the case of any such payment by the Company or any Borrower organized
under the laws of the United States or any political subdivision thereof or
therein to a Foreign Lender or the Administrative Agent (other than an assignee
pursuant to a request by the Company under Section 2.19(b)), any U.S. Federal
withholding tax that (i) is in effect and would apply to such amounts payable to
such Foreign Lender or the Administrative Agent at the time such Foreign Lender
or the Administrative Agent becomes a party to this Agreement or designates a
new lending office (provided that, in the case of an assignment of a Loan made
to any such Borrower to a Foreign Lender that is entitled to receive additional
amounts from such Borrower under Section 2.17, the term "Excluded Taxes" shall
include (subject to the following clause (x)), for purposes of applying Section
2.17 to payments in respect of such Loan, any U.S. Federal withholding tax that
is in effect and would apply to amounts payable to such Lender in respect of
such Loan at the time such assignment is effective), except to the extent that
(x) in the case of an assignment, such Foreign Lender's assignor was entitled,
at the time of such assignment, to receive additional amounts from such Borrower
with respect to any withholding tax pursuant to Section 2.17(a), (y) in the case
of a designation of a new lending office, such Foreign Lender was entitled, at
the time of designation of such new lending office, to receive additional
amounts from such Borrower with respect to any withholding tax pursuant to
Section 2.17(a) or (z) such withholding tax is applicable as a result of a CAM
Exchange, or (ii) is attributable to such Foreign Lender's or the Administrative
Agent's failure to comply with Section 2.17(e).

            "Existing Credit Agreement" means the credit agreement dated as of
January 21, 1998, as amended or otherwise modified, among the Company, certain
of its Subsidiaries, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent, which is being refinanced and replaced by this Agreement.

            "Existing Letters of Credit" means any letters of credit issued
pursuant to the Existing Credit Agreement and outstanding as of the Effective
Date.

            "Existing Receivables Purchase Agreement" means the amended and
restated receivables purchase agreement dated as of February 14, 2003, among
Cole-Parmer Instrument Company, Fisher Clinical Services Inc., Fisher Hamilton

<PAGE>
                                                                              17


L.L.C., the Initial Borrower, the Company and FSI Receivables Company LLC.

            "Existing Receivables Transfer Agreement" means the receivables
transfer agreement dated as of February 14, 2003, among FSI Receivables Company
LLC, the Company, Blue Ridge Asset Funding Corporation, Wachovia Bank, National
Association, Liberty Street Funding Corporation and The Bank of Nova Scotia.

            "Existing Subordinated Debt" means (a) the 9% Senior Subordinated
Notes due 2008 issued pursuant to the Indenture, dated as of January 21, 1998,
between the Company and State Street Bank and Trust Company, as Trustee and (b)
the 8 1/8% Senior Subordinated Notes due 2012 issued pursuant to the Indenture,
dated as of April 24, 2002, between the Company and J.P. Morgan Trust Company,
National Association, as Trustee, in each case outstanding on the Effective
Date.

            "Existing Subordinated Indentures" means the Indentures referred to
in the definition of "Existing Subordinated Debt."

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

            "Financial Officer" means, with respect to the Company or the
Initial Borrower, the chief financial officer, principal accounting officer,
treasurer, controller or Manager thereof, as applicable.

            "Fixed Rate Borrowing" means a Competitive Local Currency Borrowing
comprised of Fixed Rate Loans.

            "Fixed Rate Loan" means any Competitive Local Currency Loan bearing
interest at a fixed percentage rate per annum (the "Fixed Rate") (expressed in
the form of a decimal to no more than four decimal places) specified by the
Revolving Lender making such Loan in its Competitive Bid.

<PAGE>
                                                                              18


            "Foreign Lender" means, with respect to any Loan or Letter of
Credit, any Lender or Issuing Bank that is organized under the laws of a
jurisdiction other than the United States of America. For purposes of this
definition, the United States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.

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

            "Foreign Subsidiary Holding Company" means, at any time, any
Domestic Subsidiary that at such time (a) does not have any assets other than
Equity Interests of Foreign Subsidiaries (or any Domestic Subsidiaries that
qualify to be a "Foreign Subsidiary Holding Company" under this definition) and
immaterial assets, if any, incidental to its activities as a holding company,
(b) is not liable for any Indebtedness and (c) does not engage in any activities
other than those of a holding company for investments in Foreign Subsidiaries
(and other Foreign Subsidiary Holding Companies) and activities incidental
thereto.

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

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof
(including pursuant to any "synthetic" lease arrangement), (c) to maintain
working capital, equity

<PAGE>
                                                                              19


capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided
that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business. If it shall be necessary at any time to
determine the amount of any Guarantee of any guarantor, such amount shall be
deemed to be the lower at such time of (i) an amount equal to the outstanding,
stated or determinable amount of the obligation of the primary obligor in
respect of which such Guarantee is made and (ii) the maximum amount for which
such guarantor may be liable pursuant to the terms embodying such Guarantee,
unless such primary obligation is not outstanding, stated or determinable at
such time, in which case the amount of the Guarantee shall be the guarantor's
maximum reasonably anticipated liability in respect thereof, as determined by
the Company in good faith.

            "Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
applicable Environmental Law.

            "Immaterial Subsidiaries" means Subsidiaries, that, on a
consolidated basis with their respective Subsidiaries and treated as if all such
Subsidiaries and their respective Subsidiaries were combined and consolidated as
a single Subsidiary, (a) had less than 5% of the consolidated assets of the
Company and its consolidated Subsidiaries as of the last day of the most
recently ended fiscal quarter of the Company and (b) had less than 5% of the
revenues of the Company and its consolidated Subsidiaries for the period of four
consecutive fiscal quarters most recently ended.

            "Incremental Term Lender" means a Lender with an outstanding
Incremental Term Loan.

            "Incremental Term Loan" has the meaning assigned to such term in
Section 2.20.

            "Incremental Term Loan Amendment" has the meaning assigned to such
term in Section 2.20.

<PAGE>
                                                                              20


            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed (but if the recourse to such
Person for such Indebtedness is limited to such property, then, for purposes of
this clause (e), the amount of such Indebtedness of such Person shall be deemed
to be limited to an amount equal to the lesser of (i) the outstanding amount of
such secured Indebtedness and (ii) the fair market value of the property subject
to such Lien securing such Indebtedness), (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Information Memorandum" means the Confidential Information
Memorandum dated January 2003, relating to the Company and the financing
contemplated hereby.

            "Initial Borrower" means Fisher Scientific Company L.L.C., a
Delaware limited liability company.

            "Intercreditor Agreement" means an agreement between the Collateral
Agent and any financing parties providing financing pursuant to a Permitted
Receivables Financing (or an agent or trustee for such financing parties)
providing for arrangements the effect of which is to restrict the Collateral
Agent and the Lenders from

<PAGE>
                                                                              21


asserting claims or Liens in respect of the Obligations against a Receivables
Subsidiary or any Receivables and Related Security subject to a Permitted
Receivables Financing, which may include (a) the release or disclaimer of any
Lien under the Security Documents on any Receivables and Related Security
subject to a Permitted Receivables Financing and the proceeds therefrom, (b) the
return by any party to such agreement to the others, as appropriate, of any
funds or other property wrongfully obtained, (c) cooperation in the separation
of any commingled assets, (d) restrictions on challenging transfers of
Receivables and Related Security to a Receivables Subsidiary and (e)
restrictions on instituting bankruptcy or insolvency proceedings with respect to
a Receivables Subsidiary or any conduit through which financing is provided to a
Receivables Subsidiary.

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

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

            "Interest Period" means (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three, six
or (if agreed by all Lenders participating in such Borrowing) nine months
thereafter or, with respect to any Eurodollar Borrowing that is a Revolving
Borrowing (and if agreed by all Lenders participating in such Borrowing), on the
date that is one week thereafter, (b) with respect to any Fixed Rate Borrowing,
the period commencing on the date of such Borrowing and ending on the date
specified in the applicable Competitive Bid Request, (c) with respect to any
Eurocurrency Competitive Local Currency Borrowing, the period commencing on the
date of such Borrowing and ending on the date specified in the applicable
Competitive Bid Request, which shall be the numerically corresponding day in

<PAGE>
                                                                              22


the calendar month that is one, two, three, six or nine months thereafter and
(d) with respect to any Negotiated Local Currency Borrowing, the period
commencing on the date of such Borrowing and ending on a day mutually agreed
upon by the applicable Lender and the applicable Borrower (which shall not be
later than twelve months after the date of such Borrowing); provided, that (i)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period with respect to any Eurodollar Borrowing or
Eurocurrency Competitive Local Currency Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

            "Issuing Bank" means (a) initially JPMorgan Chase Bank, in its
capacity as the issuer of Letters of Credit hereunder, (b) any other Lender that
agrees with the Company and the Administrative Agent to be an issuer of Letters
Of Credit hereunder as provided in Section 2.05(i), in its capacity as such, and
(c) in respect of any Existing Letter of Credit, the bank that issued such
Letter of Credit, in its capacity as such. An Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

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

            "LC Disbursement Borrowing" has the meaning assigned to such term in
Section 2.05(e).

            "LC Exposure" means, at any time, the sum of (a) the aggregate then
undrawn and unexpired amount of all the then outstanding Letters of Credit at
such time plus (b) the aggregate amount of all LC Disbursements that have not
yet been reimbursed by or on behalf of a Borrower at such time. In the case of
any Local Letters of Credit or any LC Disbursement in respect thereof, the LC
Exposure attributable thereto shall be the Dollar Amount thereof.

<PAGE>
                                                                              23


The LC Exposure of any Revolving Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time.

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

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

            "LIBO Rate" means (a) with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
reasonably determined by the Administrative Agent from time to time for purposes
of providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for Dollar
deposits with a maturity comparable to such Interest Period or (b) with respect
to any Eurocurrency Competitive Local Currency Borrowing for any Interest
Period, the rate determined by reference to the British Bankers' Association
Interest Settlement Rates (as reflected on the applicable Telerate screen) at
approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period, as the rate for deposits in such Local Currency with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing or Eurocurrency Competitive Local Currency Borrowing for
such Interest Period shall be the rate at which deposits in Dollars (or, in the
case of a Eurocurrency Competitive Local Currency Borrowing, deposits in the
applicable Local Currency for the Local Currency Equivalent) of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

<PAGE>
                                                                              24


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

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

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

            "Loan Parties" means the Domestic Loan Parties and any Subsidiary
Borrower that is a Foreign Subsidiary.

            "Local Currency" means any currency other than Dollars as to which
an Exchange Rate may be calculated.

            "Local Currency Borrowing" means a Borrowing comprised of Local
Currency Loans.

            "Local Currency Equivalent" means, on any date of determination with
respect to any amount in Dollars in relation to any specified Local Currency,
the amount of such specified Local Currency that may be purchased with such
amount of Dollars at the relevant Exchange Rate (in the case a determination
relating to a Local Currency Loan) or Spot Exchange Rate (in the case of a
determination relating to a Local Letter of Credit) on such date.

            "Local Currency Loan" means any Loan denominated in a Local Currency
that is made by a Revolving Lender pursuant to Section 2.21. Each Local Currency
Loan shall be either a Competitive Local Currency Loan or a Negotiated Local
Currency Loan.

            "Local Currency Loan Exposure" means at any time the Dollar
Equivalent of the aggregate principal amount of all outstanding Local Currency
Loans at such time.

            "Local Currency Sublimit" means $75,000,000.

            "Local Letter of Credit" means any Letter of Credit which provides
for the payment of drawings in a Local Currency.

<PAGE>
                                                                              25


            "Local Letter of Credit Sublimit" means $75,000,000.

            "Margin" means, as to any Eurocurrency Competitive Local Currency
Loan, the marginal rate of interest, if any, to be added to or subtracted from
the Adjusted LIBO Rate to determine the rate of interest applicable to such
Loan, as specified by the Revolving Lender making such Loan in its Competitive
Bid.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, properties, assets, liabilities or condition (financial or otherwise)
of the Company and the Subsidiaries taken as a whole, (b) the ability of the
Loan Parties, taken as a whole, to perform their material obligations under the
Loan Documents or (c) the rights of or benefits available to the Lenders in
relation to the Loan Parties under any Loan Document.

            "Material Domestic Subsidiary" means any Domestic Subsidiary that is
a Material Subsidiary.

            "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of the Company and its Subsidiaries in an aggregate principal
amount exceeding $20,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Company or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Company or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.

            "Material Subsidiary" means, at any time, any Subsidiary that is not
an Immaterial Subsidiary at such time.

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

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

            "Mortgaged Property" means, initially, each parcel of real property
and the improvements thereto identified on Schedule 1.01, and includes each
other parcel of real property and improvements thereto with respect to which a
Mortgage is granted pursuant to Section 5.13.

<PAGE>
                                                                              26


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

            "Negotiated Local Currency Loan" has the meaning assigned to such
term in Section 2.21.

            "Negotiated Local Currency Loan Agreement" has the meaning assigned
to such term in Section 2.21.

            "Net Investment Amount" means, at any time, (a) the sum of all
investments (determined based on fair market value, in the case of non-cash
investments) made during the period from the Effective Date to such time by the
Company and the Subsidiary Guarantors in, and loans and advances made during
such period by the Company and the Subsidiary Guarantors to, Subsidiaries that
are not Subsidiary Guarantors (including any such investments constituting
Permitted Acquisitions or resulting from the transfer of any amount deposited by
the Company pursuant to a Cash Pooling Arrangement to or for the benefit of any
Foreign Subsidiary, but excluding (i) loans and advances to a Receivables
Subsidiary constituting Subordinated Receivables Transfer Debt and cash equity
investments in a Receivables Subsidiary to the extent that the proceeds thereof
are applied by such Receivables Subsidiary to pay the purchase price of
Receivables and Related Security or to pay Receivables Transfer Debt, in each
case except to the extent that any such loans or advances to or investments in a
Receivables Subsidiary are made by the Company or a Subsidiary Guarantor and the
proceeds thereof are applied to purchase Receivables or Related Security from a
Subsidiary that is not a Subsidiary Guarantor, (ii) Special Notes, (iii)
investments consisting of the transfer to a Foreign Subsidiary or a Foreign
Subsidiary Holding Company of Equity Interests in a Foreign Subsidiary, (iv)
investments in and loans and advances to Excluded Subsidiaries and (v) other
investments made in reliance on clause (l) of Section 6.04) minus (b) the sum of
(i) the sum of all dividends and distributions paid during the period from the
Effective Date to such time by Subsidiaries that are not Subsidiary Guarantors
to, and repayments during such period by Subsidiaries that are not Subsidiary
Guarantors of loans and advances owing to, the Company and Subsidiary
Guarantors, and all Net Proceeds received during such period by the Company and
Subsidiary Guarantors from the sale or disposition (to a Person other than the
Company or a Subsidiary Guarantor) of such investments in Subsidiaries that are
not Subsidiary Guarantors (excluding (A) any such dividends, distributions or
payments by a Subsidiary the investments in which were made in reliance on
clause (l) of Section 6.04, or by an Excluded Subsidiary or a Receivables
Subsidiary or in respect of any Subordinated Receivables Transfer Debt, (B) any
such Net Proceeds from the sale or disposition of investments in Subsidiaries
made in reliance on clause (l) of Section 6.04, the sale or disposition of an
Excluded Subsidiary, the sale or disposition of investments in a Receivables

<PAGE>
                                                                              27


Subsidiary or any Subordinated Receivables Transfer Debt and (C) Special Notes)
and (ii) the portion of the Net Investment Amount attributable to any such
investments held in a Subsidiary at the time that such Subsidiary becomes a
Subsidiary Guarantor; provided that for purposes of calculating the Net
Investment Amount (A) the amount of any cash loan or advance made by the Company
or a Subsidiary Guarantor to a Subsidiary that is not a Subsidiary Guarantor
shall not increase the Net Investment Amount to the extent that a reasonably
contemporaneous cash loan or advance (a "Matching Advance") is made by a
Subsidiary that is not a Subsidiary Guarantor to the Company or a Subsidiary
Guarantor, but (B) any repayment of a Matching Advance shall increase the Net
Investment Amount. It is understood that the purchase by the Company or any
Subsidiary Guarantor from the Company or any other Subsidiary Guarantor of an
investment in a Subsidiary shall not be construed to constitute an investment
that will increase the Net Investment Amount.

            "Net Proceeds" means, with respect to any event (a) the cash
proceeds (which shall include all Cash Consideration, in the case of a sale,
transfer or other disposition of an asset) received in respect of such event
including (i) any cash received in respect of any non-cash proceeds, but only as
and when received, (ii) in the case of a casualty, theft, physical damage or
other similar event, or any other insured event or occurrence, insurance
proceeds, and (iii) in the case of a condemnation, taking, seizing or similar
event, condemnation awards and similar payments, net of (b) the sum of (i) all
out-of-pocket costs and expenses (including reasonable fees) paid by the Company
and the Subsidiaries to third parties (other than Affiliates) in connection with
such event, (ii) in the case of a sale, transfer or other disposition of an
asset (including pursuant to a sale and leaseback transaction or a casualty or a
condemnation or similar proceeding), the amount of all payments required to be
made by the Company and the Subsidiaries as a result of such event to repay
Indebtedness (other than Loans, senior unsecured Indebtedness and Subordinated
Debt) secured by such asset or otherwise subject to mandatory prepayment or
redemption as a result of such sale, (iii) the amount of all taxes paid (or
reasonably estimated to be payable) by the Company and the Subsidiaries (as
determined reasonably and in good faith by a Financial Officer), (iv) the amount
of any reserves

<PAGE>
                                                                              28


established by the Company and the Subsidiaries to fund contingent liabilities
reasonably estimated to be payable and that are directly attributable to such
event (as determined reasonably and in good faith by a Financial Officer) and
(v) in the case of any such proceeds received by a Subsidiary that is not a
Subsidiary Guarantor and is not wholly owned by a Subsidiary Guarantor, the
portion of such proceeds described in clause (a) above received by such
Subsidiary (net of amounts described in the preceding subclauses of this clause
(b) paid or incurred by such Subsidiary) that would be distributable in respect
of minority interests if distributed as a dividend or similar distribution by
such Subsidiary.

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

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

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

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

            "Permitted Acquisition" means any acquisition by the Company or a
Subsidiary of Equity Interests in a Person or assets constituting a division or
line of business of a Person if (a) the business or businesses engaged in by
such Person, division or line of business are permitted by Section 6.03(b), (b)
no Default has occurred and is continuing or would result therefrom, (c) all
transactions related thereto are consummated in all material respects in
accordance with applicable laws, (d) in the case of an acquisition of Equity
Interests in a Person, subject to the last sentence of this definition, after
giving effect to such acquisition, 100% of the Equity Interests in such Person
and any other Subsidiary resulting from such acquisition shall be owned directly
or indirectly by the Company (it being understood that the merger of any such
Person or Subsidiary with or into the Company or a Subsidiary pursuant to a
transaction resulting in the surviving Person being the Company or a Subsidiary
shall constitute an acquisition of 100% of the Equity Interests in such Person
or Subsidiary), (e) all actions required to be taken, if any, with respect to
each Subsidiary or asset

<PAGE>
                                                                              29


resulting from such acquisition under Sections 5.12 and 5.13 shall be taken, (f)
the Company and the Subsidiaries are in compliance, on a pro forma basis after
giving effect to such acquisition, with the covenants contained in Sections
6.12, 6.13 and 6.14 recomputed as of the last day of the most recently ended
fiscal quarter of the Company for which financial statements are available as if
such acquisition had occurred on the first day of each relevant period for
testing compliance, and (g) the Company has delivered to the Administrative
Agent a certificate signed by a Financial Officer to the effect set forth in
clauses (a), (b), (d) and (f) above, together with all relevant financial
information for the Person or assets being acquired and, with respect to clause
(f), including reasonably detailed calculations demonstrating compliance
therewith; provided that clauses (f) and (g) shall not apply to any such
acquisition that involves a value of $20,000,000 or less. Notwithstanding clause
(d) above, in the case of an acquisition that results in a Subsidiary or
Subsidiaries that are not wholly owned Subsidiaries but that satisfies the other
conditions applicable to a Permitted Acquisition, such acquisition shall not
fail to qualify as a Permitted Acquisition solely by reason of such Subsidiaries
not being wholly owned; provided that (i) the Person acquired becomes a
Subsidiary and (ii) the aggregate consideration paid for, and other investments
in and loans and advances to, all Subsidiaries so acquired that are Excluded
Subsidiaries shall not at any time exceed $200,000,000.

            "Permitted Encumbrances" means:

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

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

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

            (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds
      and other

<PAGE>
                                                                              30


      obligations of a like nature, in each case in the ordinary course of
      business;

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

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

            (g) customary rights of setoff upon deposit accounts and securities
      accounts of cash in favor of banks or other depository institutions and
      securities intermediaries;

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

            "Permitted Holders" means (a) Thomas H. Lee Company, a sole
proprietorship located in Massachusetts ("THL"), (b) any Affiliate of THL (other
than a portfolio company), (c) any officer, employee or consultant of THL, (d)
either Thomas H. Lee Equity Fund, III L.P., Thomas H. Lee Foreign Fund III,
L.P., THL-CCI Limited Partnership or THL FSI Equity Investors, L.P. (the "THL
Investors"), (e) any limited or general partner, stockholder, officer, employee
or consultant of any THL Investor; provided that consultants of THL and
consultants of THL Investors shall not be Permitted Holders to the extent of
Equity Interests in the Company having an aggregate value exceeding $3,000,000
and (f) Paul M. Montrone, Paul M. Meister and individuals who are officers,
directors, employees and other members of the management of the Company as of
the Effective Date, or immediate family members or relatives thereof, or trusts
or partnerships for the benefit of, or companies or other entities owned by, any
of the foregoing, or any of their heirs, executors, successors or legal
representatives, who at any particular date shall beneficially own or have the
right to acquire, directly or indirectly, common stock of the Company.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally

<PAGE>
                                                                              31


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

            (b) marketable direct obligations issued by any state of the United
      States of America, or any political subdivision of any such state or any
      public instrumentality thereof, maturing within one year from the date of
      acquisition thereof and, at the time of acquisition, having either the
      highest, the second-highest or the third-highest credit ratings obtainable
      (i.e., "A" or better) from S&P or Moody's;

            (c) investments in commercial paper (i) maturing within one year
      from the date of acquisition thereof and (ii) (A) issued by any Lender (or
      the parent company of such Lender), (B) issued by any domestic office of
      any commercial bank (or the parent company of such bank) organized under
      the laws of the United States of America or any State thereof and having,
      at the date of acquisition, the highest, second-highest or third-highest
      credit rating obtainable (i.e., "A" or better) from S&P or from Moody's or
      (C) issued by, or guaranteed by, any industrial or financial company and
      having, at the date of acquisition, either the highest, the second-highest
      or the third-highest credit rating obtainable (i.e., "A" or better) from
      S&P or from Moody's;

            (d) investments in Dollar denominated certificates of deposit,
      banker's acceptances and time deposits maturing within one year from the
      date of acquisition thereof issued or guaranteed by or placed with, and
      money market deposit accounts issued or offered by, (i) any Lender or (ii)
      any domestic office of any commercial bank organized under the laws of the
      United States of America or any State thereof (or the holding company of
      such bank) whose short-term commercial paper (or that of its parent
      company) has the highest or second-highest credit rating obtainable from
      S&P or from Moody's;

            (e) investments in money market deposit accounts of which
      substantially all the assets are securities of the types described in
      clauses (c) through (d) of this definition; and

            (f) in the case of investments by a Foreign Subsidiary, investments
      in certificates of deposit,

<PAGE>
                                                                              32


      banker's acceptances and time deposits maturing within twelve months from
      the date of acquisition thereof issued or guaranteed by or placed with any
      bank organized under the laws of Canada, Japan or any Member State of the
      European Union whose short-term commercial paper rating has the highest or
      the second-highest credit rating obtainable from S&P or from Moody's.

            "Permitted Receivables Financing" means financing arrangements
pursuant to which the Company or one or more of its Subsidiaries (or a
combination thereof) realizes cash proceeds in respect of Receivables and
Related Security by selling or otherwise transferring such Receivables and
Related Security (on a non-recourse basis, other than Standard Securitization
Undertakings) to one or more Receivables Subsidiaries, and such Receivables
Subsidiary or Receivables Subsidiaries realize cash proceeds in respect of such
Receivables and Related Security pursuant to a revolving committed financing
arrangement; provided that (a) the Company shall deliver to the Administrative
Agent copies of all documentation entered into in connection with any such
financing arrangements and (b) the Company represents, in a certificate of a
Financial Officer delivered to the Administrative Agent, that the terms and
conditions of such financing arrangements are customary for accounts receivable
securitization financings. It is understood that the financing arrangements
provided for pursuant to the Existing Receivables Purchase Agreement and the
Existing Receivables Transfer Agreement, as in effect on the Effective Date,
constitute a Permitted Receivables Financing; provided that the proviso to the
preceding sentence shall have been satisfied with respect thereto.

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

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

            "Prepayment Event" means:

            (a) any sale, transfer or other disposition (including pursuant to a
      sale and leaseback transaction) of any property or asset of the Company or
      any

<PAGE>
                                                                              33


      Subsidiary, other than dispositions described in any of clauses (a)
      through (h) or clause (j) or (k) of Section 6.05;

            (b) any casualty or other insured damage to, or any taking under
      power of eminent domain or by condemnation or similar proceeding of, any
      property or asset of the Company or any Subsidiary, but only to the extent
      that the Net Proceeds therefrom have not been applied to repair, restore
      or replace such property or asset (or are otherwise applied to make
      Permitted Acquisitions or to acquire real property, equipment or other
      tangible assets to be used in the business of the Company and the
      Subsidiaries) within 360 days after such event; or

            (c) the incurrence by the Company or any Subsidiary of any
      Indebtedness, other than Indebtedness permitted by Section 6.01.

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

            "Principal Property" has the meaning assigned to such term in the
Collateral Sharing Agreement.

            "Quotation Day" means, with respect to any Eurocurrency Competitive
Local Currency Borrowing and any Interest Period, the day on which it is market
practice in the relevant interbank market for prime banks to give quotations for
deposits in the currency of such Borrowing for delivery on the first day of such
Interest Period. If such quotations would normally be given by prime banks on
more than one day, the Quotation Day will be the last of such days.

            "Receivable" means an Account owing to the Company or any Subsidiary
(before its transfer to a Receivables Subsidiary), whether now existing or
hereafter arising, together with all cash collections and other cash proceeds in
respect of such Account, including all yield, finance charges or other related
amounts accruing in respect thereof and all cash proceeds of Related Security
with respect to such Receivable.

            "Receivables Financing Debt" means, as of any date with respect to
any Permitted Receivables Financing, the

<PAGE>
                                                                              34


amount of the outstanding Receivables subject to such Permitted Receivables
Financing that would be required to discharge all principal obligations to
financing parties (and would not be returned, directly or indirectly, to the
Company) if all such Receivables were to be collected at such date and such
Permitted Receivables Financing were to be terminated at such date.

            "Receivables Subsidiary" means a wholly owned Subsidiary of the
Company that does not engage in any activities other than participating in one
or more Permitted Receivables Financings and activities incidental thereto;
provided that (a) such Subsidiary does not have any Indebtedness other than (i)
Indebtedness incurred pursuant to a Permitted Receivables Financing owed to
financing parties supported by Receivables and Related Security and (ii)
Subordinated Receivables Transfer Debt, (b) neither the Company nor any other
Subsidiary Guarantees any Indebtedness or other obligation of such Subsidiary,
other than Standard Securitization Undertakings and (c) all Equity Interests of
and other investments in such Subsidiary that are owned by the Company or any
other Subsidiary are pledged pursuant to the Collateral Agreement; provided
further that clause (c) above shall not apply to Equity Interests and
investments owned by a Foreign Subsidiary if the Permitted Receivables Financing
conducted through the relevant Subsidiary is used solely to finance Receivables
and Related Security of Foreign Subsidiaries and all investments in such
Subsidiary are made by Foreign Subsidiaries.

            "Redemption" means the redemption of the entire $600,000,000
principal amount of the Company's 9.0% senior subordinated notes due February
2008, including the payment of the redemption price (including principal,
interest and call premium) with respect thereto.

            "Regulation S-X" means Regulation S-X of the Securities and Exchange
Commission.

            "Register" has the meaning set forth in Section 10.04.

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

            "Related Security" means, with respect to any Receivable:

<PAGE>
                                                                              35


            (a) all of the Company's or the applicable Subsidiary's right, title
      and interest in and to any goods, the sale of which gave rise to such
      Receivable;

            (b) all security pledged, assigned, hypothecated or granted to or
      held by the Company or the applicable Subsidiary to secure such
      Receivable;

            (c) all guaranties, endorsements and indemnifications on, or of, any
      Receivable or any of the foregoing (other than by the Company or any
      Subsidiary that is not a Receivables Subsidiary);

            (d) all powers of attorney for the execution of any evidence of
      indebtedness or security or other writing in connection therewith;

            (e) all books, records, ledger cards and invoices related to such
      Receivable or any of the foregoing, whether maintained electronically, in
      paper form or otherwise;

            (f) all evidences of the filing of financing statements and other
      statements and the registration of other instruments in connection
      therewith and amendments thereto, notices to other creditors or secured
      parties, and certificates from filing or other registration officers;

            (g) all credit information, reports and memoranda relating thereto;

            (h) all other writings related thereto; and

            (i) all proceeds of any of the foregoing.

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

            "Reset Date" has the meaning assigned to such term in Section 2.22.

            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Company or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar

<PAGE>
                                                                              36


deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation or termination of any Equity Interests in the Company or any
Subsidiary.

            "Restricted Subsidiary" has the meaning assigned to such term in the
Collateral Sharing Agreement.

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

            "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender's Revolving Commitment is set forth on Schedule 2.01, or
in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Revolving Commitment, as applicable. The initial aggregate amount of
the Lenders' Revolving Commitments is $175,000,000.

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

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

            "Revolving Loan" means a Loan made pursuant to clause (b) of Section
2.01 or Section 2.05 (with respect to an LC Disbursement).

            "Revolving Maturity Date" means March 31, 2008.

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

            "Secured Parties" has the meaning assigned to such term in the
Security Documents.

            "Security Documents" means the Collateral Agreement, the Collateral
Sharing Agreement and the

<PAGE>
                                                                              37


Mortgages and each other security agreement or other instrument or document
executed and delivered pursuant to Section 5.12, 5.13 or 5.15 to secure any of
the Obligations.

            "Senior Debt" means Indebtedness in respect of senior unsecured debt
securities; provided that (a) such securities are issued by the Company in the
capital markets pursuant to an offering that is either registered under the
Securities Act of 1933 or made to one or more initial purchasers for
distribution pursuant to Rule 144A and/or Regulation S and/or Regulation D
thereunder, (b) such securities mature later than, and there are not any
scheduled principal payments in respect thereof due prior to, the date that is
six months after the last scheduled maturity date of the Loans (other than
Incremental Term Loans) and scheduled termination date of the Commitments
hereunder outstanding or in effect when such securities are issued, and (c) the
other terms and conditions of such securities and related documentation are, in
all material respects, customary for those of similar debt securities issued in
capital markets offerings by issuers of comparable creditworthiness. Senior Debt
also shall include any Indebtedness of a Subsidiary in respect of its Guarantee
of any Indebtedness described in the preceding sentence; provided that a
Subsidiary shall not Guarantee such Indebtedness unless such Subsidiary is a
Subsidiary Guarantor.

            "Senior Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date (excluding any Subordinated Debt included in Total
Indebtedness) to (b) Adjusted EBITDA for the period of four consecutive fiscal
quarters of the Company ended on such date (or, if such date is not the last day
of a fiscal quarter, ended on the last day of the fiscal quarter of the Company
most recently ended).

            "Sold Business" means any Person, property, business or asset sold,
transferred or otherwise disposed of by the Company or any Subsidiary, other
than in the ordinary course of business.

            "Special Note" means a promissory note of a Foreign Subsidiary that
is issued by such Foreign Subsidiary (without any consideration) as a dividend
or distribution with respect to Equity Interests in such Foreign Subsidiary held
by the Company or a Subsidiary Guarantor.

            "Specified Obligations" means Obligations consisting of the
principal of and interest on the Loans,

<PAGE>

                                                                              38

reimbursement obligations in respect of LC Disbursements and fees payable
hereunder to the Revolving Lenders.

            "Spot Exchange Rate" means, on any day, with respect to any Local
Currency in which a Local Letter of Credit (or LC Disbursement thereunder) is
denominated, the spot rate at which Dollars are offered on such day by the
applicable Issuing Bank in London for such Local Currency at approximately 11:00
a.m. (London time).

            "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities made by the Company or any of the
Subsidiaries in connection with a Permitted Receivables Financing that are
customary for accounts receivables securitization financings; provided that
Standard Securitization Undertakings shall not include any Guarantee of any
Indebtedness or collectability of any Receivables.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board (or in the case of Local Currency Borrowings, the
applicable Governmental Authority) to which the Administrative Agent is subject
with respect to the Adjusted LIBO Rate, for Eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under applicable law, rule or regulation. The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any
reserve percentage.

            "Subordinated Debt" means any subordinated notes or senior
subordinated notes issued pursuant to or evidenced by any Subordinated Debt
Documents and the Indebtedness evidenced thereby (including the Existing
Subordinated Debt). Subordinated Debt shall also include any Indebtedness of a
Subsidiary in respect of its Guarantee of any Indebtedness described in the
preceding sentence.

            "Subordinated Debt Documents" means any indenture or indentures
under which subordinated notes or senior subordinated notes are issued by the
Company (including the
<PAGE>
                                                                              39


Existing Subordinated Indentures), all subordinated notes and senior
subordinated notes issued thereunder and all other instruments, agreements and
other documents evidencing or governing the Indebtedness represented thereby or
providing for any Guarantee or other right in respect thereof; provided that the
terms and conditions thereof (other than the terms and conditions of the
Existing Subordinated Debt) satisfy the conditions set forth in clause (iii) of
Section 6.01(a).

            "Subordinated Receivables Transfer Debt" means Indebtedness of a
Receivables Subsidiary owed to the Company or another Subsidiary and incurred to
finance the purchase of Receivables and Related Security from the Company or
another Subsidiary in connection with a Permitted Receivables Financing;
provided that (a) such Indebtedness is evidenced by a promissory note pledged
pursuant to the Collateral Agreement (unless such promissory note is held by a
Foreign Subsidiary and the conditions set forth in the second proviso to the
definition of "Receivables Subsidiary" are satisfied with respect to such
Receivables Subsidiary) and (b) all proceeds of such Indebtedness are applied by
such Receivables Subsidiary to pay the purchase price of such Receivables and
Related Security.

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

            "Subsidiary" means any subsidiary of the Company.

            "Subsidiary Borrower" means any Subsidiary as to which an Election
to Participate shall have been delivered to the Administrative Agent and as to
which an Election to Terminate shall not have been delivered to the
Administrative Agent, in each case pursuant to Section 2.23. The Initial
Borrower is not a Subsidiary Borrower.
<PAGE>
                                                                              40


            "Subsidiary Guarantors" means the Initial Borrower and any other
Domestic Subsidiaries that, as of any date of determination, are "Guarantors"
under, and as defined in, the Collateral Agreement.

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

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

            "Swingline Lender" means (a) JPMorgan Chase Bank, in its capacity as
lender of Swingline Loans hereunder or (b) any other Lender that agrees with the
Company and the Administrative Agent to make Swingline Loans hereunder as
provided in Section 2.04, in its capacity as such.

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

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

            "Term Loan Borrower" means the Initial Borrower, unless a Financial
Officer of the Initial Borrower and a Financial Officer of the Company notify
the Administrative Agent in writing prior to the Term Loan Funding Date that the
Company is to be the Term Loan Borrower, in which case "Term Loan Borrower"
means the Company.

            "Term Loan Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Term Loans hereunder, expressed as an
amount representing the maximum principal amount of the Term Loans to be made by
such Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced
<PAGE>
                                                                              41


or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The initial amount of each Lender's Term Loan
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Term Loan Commitment, as
applicable. The initial aggregate amount of the Lenders' Term Loan Commitments
is $400,000,000.

            "Term Loan Funding Date" means the date on which the Redemption is
to be made, which shall be a Business Day within 60 days after the Effective
Date.

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

            "Term Loan Maturity Date" means March 31, 2010.

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

            "Total Indebtedness" means, as of any date, the sum (without
duplication) of (a) the aggregate principal amount of Indebtedness of the
Company and its Subsidiaries outstanding as of such date, in the amount that
would be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP, (b) the aggregate principal amount of
Indebtedness outstanding as of such date of Persons other than the Company and
its Subsidiaries, in the amount that would be reflected on a balance sheet of
any such Person prepared as of such date on a consolidated basis in accordance
with GAAP, to the extent Guaranteed by the Company or any Subsidiary and (c)
Receivables Financing Debt as of such date.

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

            "Transactions" means, collectively, (a) the execution, delivery and
performance by each Loan Party of the Loan Documents to which it is or is to be
a party, (b) the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit, (c) the Redemption, and (d) the payment of fees
and expenses in connection with the foregoing.
<PAGE>
                                                                              42


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

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

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

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

            SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an
<PAGE>
                                                                              43


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

                                   ARTICLE II

                                   The Credits

            SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees (a) to make a Term Loan to the Term Loan
Borrower on the Term Loan Funding Date in a principal amount not exceeding its
Term Loan Commitment and (b) to make Revolving Loans to one or more of the
Borrowers from time to time during the Revolving Availability Period in an
aggregate principal amount that will not result in (i) such Lender's Revolving
Exposure exceeding such Lender's Revolving Commitment or (ii) the sum of the
total Revolving Exposures plus the Local Currency Loan Exposure exceeding the
total Revolving Commitments. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrowers may borrow, prepay and
reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be
reborrowed.

            SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan or a Local Currency Loan) shall be made in Dollars as part of a
Borrowing consisting of Loans of the same Class and Type made by the Lenders
ratably in accordance with their respective Commitments of the applicable Class.
The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Loans as required.
<PAGE>
                                                                              44


            (b) Subject to Section 2.14, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
applicable Borrower may request in accordance herewith. Each Swingline Loan
shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the applicable Borrower to repay such Loan in accordance with the terms of
this Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $5,000,000 (in the case of a Term
Borrowing) or $2,500,000 (in the case of a Revolving Borrowing). At the time
that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $100,000 and not less than
$2,500,000. Each Swingline Loan shall be in an amount that is an integral
multiple of $100,000 and not less than $100,000. Borrowings of more than one
Type and Class may be outstanding at the same time; provided that there shall
not at any time be more than a total of 20 Eurodollar Borrowings outstanding.
Notwithstanding anything to the contrary in this Section 2.02(c), any ABR
Revolving Borrowing or Swingline Loan may be in an aggregate amount that is
equal to the entire unused balance of the total Revolving Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e), in each case subject to the limitations set forth elsewhere in
this Agreement.

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

            SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing, Term Borrowing or Incremental Term Loan Borrowing, the applicable
Borrower (or the Company, on behalf of the applicable Borrower) shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 12:30 p.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 12:30 p.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that a Borrowing Request
shall not be
<PAGE>
                                                                              45


required with respect to any LC Disbursement Borrowing, as provided in Section
2.05(e). Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or facsimile to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the applicable Borrower (or the Company, on behalf of the
applicable Borrower). Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:

            (i) whether the requested Borrowing is to be a Revolving Borrowing,
      Term Borrowing or Incremental Term Loan Borrowing;

            (ii) the aggregate amount of such Borrowing;

            (iii) the date of such Borrowing, which shall be a Business Day
      (and, in the case of a Term Borrowing, shall be the Term Loan Funding
      Date);

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

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

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

            (vii) the identity of the applicable Borrower.

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

            SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, each Swingline Lender agrees to make Swingline
Loans to one or more of the
<PAGE>
                                                                              46


Borrowers in Dollars from time to time during the Revolving Availability Period,
in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans of all
Swingline Lenders exceeding $30,000,000 or (ii) the sum of the total Revolving
Exposures and Local Currency Loan Exposure exceeding the total Revolving
Commitments; provided that a Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, each Borrower
may borrow, prepay and reborrow Swingline Loans.

            (b) To request a Swingline Loan, a Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by facsimile), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan and
the Swingline Lender that is to make such Swingline Loan. The Administrative
Agent will promptly advise the applicable Swingline Lender of any such notice
received from a Borrower. The applicable Swingline Lender shall make each
Swingline Loan available to the applicable Borrower by means of a credit to the
general deposit account of such Borrower with such Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) by
3:00 p.m., New York City time, on the requested date of such Swingline Loan.

            (c) A Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of such Swingline Lender's Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans
in which Revolving Lenders will participate. Promptly upon receipt of such
notice, the Administrative Agent will give notice thereof to each Revolving
Lender, specifying in such notice such Lender's Applicable Percentage of such
Swingline Loan or Loans. Each Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the applicable Swingline Lender, such
Lender's Applicable Percentage of such Swingline Loan or Loans. Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by
<PAGE>
                                                                              47


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

            (d) Any Swingline Lender may be terminated, and any existing
Revolving Lender may become a Swingline Lender, in each case at any time by
written agreement among the Company, the Administrative Agent and the terminated
Swingline Lender or additional Swingline Lender (as applicable). The
Administrative Agent shall notify the Lenders of any such additional Swingline
Lender. From and after the effective date of any such addition of a Swingline
Lender, the additional Swingline Lender shall have all the rights and
obligations of a Swingline Lender with respect to Swingline Loans made by it.
After the termination of a Swingline Lender hereunder, the terminated Swingline
Lender shall continue to have all the rights and obligations of a Swingline
Lender under this Agreement with respect to Swingline Loans made by it prior to
such termination, but shall not be required to make additional Swingline Loans.

            SECTION 2.05. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, each Borrower may request the issuance of
Letters of Credit for
<PAGE>
                                                                              48


its own account, in a form reasonably acceptable to the Administrative Agent and
the applicable Issuing Bank, at any time and from time to time during the
Revolving Availability Period, and each Issuing Bank agrees, subject to the
terms and conditions set forth herein, to issue such Letters of Credit. In the
event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or
other agreement submitted by any Borrower to, or entered into by any Borrower
with, any Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control. All Letters of Credit shall provide
for drawings thereunder to be denominated in Dollars except as provided for
Local Letters of Credit pursuant to Section 2.05(l).

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the applicable
Borrower shall hand deliver or facsimile (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable
Issuing Bank) to the applicable Issuing Bank (which may be any Issuing Bank
selected by such Borrower if there is more than one Issuing Bank, except that
the Issuing Banks in respect of Existing Letters of Credit shall not be required
to issue additional Letters of Credit or renew or extend an Existing Letter of
Credit unless agreed by them) and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the applicable Issuing Bank, such Borrower also shall submit a letter of
credit application on such Issuing Bank's standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the applicable Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $125,000,000 and (ii) the sum of
the total Revolving Exposures and the Local
<PAGE>
                                                                              49


Currency Loan Exposure shall not exceed the total Revolving Commitments.

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

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, the
Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender
hereby acquires from such Issuing Bank, a participation in such Letter of Credit
equal to such Lender's Applicable Percentage of the aggregate amount available
to be drawn under such Letter of Credit. In consideration and in furtherance of
the foregoing, each Revolving Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the applicable
Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made
by such Issuing Bank and not reimbursed by the applicable Borrower on the date
due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to such Borrower for any reason (subject to
Section 2.05(l), in the case of Local Letters of Credit). Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

            (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the applicable Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that is
two Business Days after such LC Disbursement is made; provided that, if such LC
Disbursement is denominated in Dollars and is not less than $100,000, then,
unless the applicable Borrower notifies the Administrative Agent and the
applicable Issuing Bank prior to the time that such LC Disbursement is made (or,
if
<PAGE>
                                                                              50


earlier, promptly after receipt by such Borrower of notice from such Issuing
Bank that such LC Disbursement will be made) that such Borrower does not wish to
finance reimbursement of such LC Disbursement with an ABR Revolving Borrowing
(i) on the date that such LC Disbursement is made the applicable Issuing Bank
shall notify the Administrative Agent by telephone (confirmed by facsimile) that
such LC Disbursement is being or has been made (specifying the amount thereof
and identifying the applicable Borrower) and is to be reimbursed pursuant to an
ABR Revolving Borrowing (referred to herein as an "LC Disbursement Borrowing"),
(ii) the Administrative Agent shall thereupon notify each Revolving Lender of
such LC Disbursement, the amount of the LC Disbursement Borrowing that is to be
made to finance reimbursement of such LC Disbursement (which shall be in an
amount equal to such LC Disbursement plus, if such Borrowing will not be funded
on the same day that such LC Disbursement was made, interest thereon accrued
pursuant to paragraph (h) of this Section to the date that such Borrowing will
be funded) and such Revolving Lender's Applicable Percentage thereof, (iii)
promptly following receipt of such notice, each Revolving Lender shall make its
Revolving Loan in respect of such LC Disbursement Borrowing as provided in
Section 2.06, and the Administrative Agent will remit the proceeds of such Loans
to the applicable Issuing Bank as provided in Section 2.06 and (iv) thereupon,
such Borrower's obligation to reimburse such LC Disbursement shall be discharged
and replaced by such LC Disbursement Borrowing to the extent of the proceeds of
such Loans so remitted. No Borrowing Request shall be required for any LC
Disbursement Borrowing and the obligation of each Revolving Lender to make its
ABR Revolving Loan as part of any LC Disbursement Borrowing shall be
unconditional as provided in paragraph (d) of this Section with respect to
participations (but shall be subject to clause (b) of Section 2.01); provided
that such obligation of each Revolving Lender shall not be unconditional with
respect to its Applicable Percentage of any portion of such LC Disbursement
Borrowing in excess of its Applicable Percentage of the principal amount of the
LC Disbursement to be financed with such LC Disbursement Borrowing (it being
understood that any portion of any LC Disbursement Borrowing to be used to
finance interest accrued pursuant to paragraph (h) of this Section shall be
subject to the same conditions applicable to any other Revolving Borrowing
hereunder, other than the minimum amount (which shall be $100,000 in the case of
an LC Disbursement Borrowing) and delivery of a Borrowing Request). If a
Borrower fails to make any payment required to be made by it pursuant to the
first sentence of this paragraph to reimburse any LC Disbursement when due
(whether as a result of an LC Disbursement Borrowing not being required to
<PAGE>
                                                                              51


finance such payment or any other reason), then (A) the Administrative Agent
shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from such Borrower in respect thereof and such Revolving
Lender's Applicable Percentage thereof and (B) promptly following receipt of
such notice (but subject to Section 2.05(l), in the case of Local Letters of
Credit), each Revolving Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from such Borrower, in the same
manner as provided in Section 2.06 with respect to Loans made by such Revolving
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the applicable Issuing Bank the amounts so received by it from
the Revolving Lenders; provided that, if the Revolving Lenders are required to
make Revolving Loans to fund an LC Disbursement Borrowing as contemplated above
in the preceding sentence with respect to any LC Disbursement, and the
applicable Borrower's obligation to make payment to reimburse such LC
Disbursement is not fully discharged because one or more of the Revolving
Lenders fails to make any such Revolving Loan so required to be made by it, then
(1) neither this sentence nor any other provision of this Agreement shall be
construed to require any Revolving Lender that has made its Revolving Loan
pursuant to such LC Disbursement Borrowing to make any additional payment to
fund any portion of such LC Disbursement, (2) the obligations of each Revolving
Lender that has failed to make any such Revolving Loan required to be made by it
shall not be reduced as a result of any other Revolving Lender having made any
such Revolving Loan (it being understood that any such Revolving Lender shall be
responsible for its Applicable Percentage of the relevant LC Disbursement
Borrowing, and not limited to its Applicable Percentage of the relevant
shortfall attributable to the partial funding of the applicable LC Disbursement
Borrowing) and (3) the applicable Borrower shall not be relieved of its
obligations hereunder in respect of the unpaid portion of any LC Disbursement
attributable to any Revolving Lender's failure to make a Revolving Loan to fund
an LC Disbursement Borrowing. Promptly following receipt by the Administrative
Agent of any payment from a Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse such Issuing Bank, then to such Lenders and the
applicable Issuing Bank as their interests may appear. If any LC Disbursement
Borrowing is required to be made hereunder, the Administrative Agent will notify
the Company of the amount thereof and of any failure by any Revolving Lender to
fund its Applicable Percentage thereof.
<PAGE>
                                                                              52


            (f) Obligations Absolute. Each Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit,, (iv) failure of any Revolving Lender
to fund any LC Disbursement Borrowing, or (v) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of set-off against, each Borrower's obligations hereunder.
Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of
their Related Parties, shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of any
Issuing Bank; provided that the foregoing shall not be construed to excuse the
applicable Issuing Bank from liability to the applicable Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by each of the Borrowers to the extent permitted by
applicable law) suffered by such Borrower that are caused by such Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit issued by it comply with the terms thereof.
The parties hereto expressly agree that, in the absence of gross negligence or
wilful misconduct on the part of an Issuing Bank (as finally determined by a
court of competent jurisdiction), such Issuing Bank shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit,
<PAGE>
                                                                              53


the applicable Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.

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

            (h) Interim Interest. If an Issuing Bank shall make any LC
Disbursement, then, unless the applicable Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made (including
pursuant to an ABR Revolving Borrowing or Swingline Loan made on the date such
LC Disbursement is required to be reimbursed), 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 such Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if such Borrower fails to reimburse such LC Disbursement within
two Business Days after such LC Disbursement is made as provided in paragraph
(e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of the applicable Issuing Bank,
except that interest accrued on and after the date of payment by any Revolving
Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank
shall be for the account of such Lender to the extent of such payment.

            (i) Issuing Banks. Any Issuing Bank may be terminated, and any
existing Revolving Lender may become an Issuing Bank, in each case at any time
by written agreement among the Company, the Administrative Agent and the
terminated Issuing Bank or additional Issuing Bank (as applicable). The
Administrative Agent shall notify the Lenders of any such additional Issuing
Bank. At the time any such termination shall become effective, the applicable
Borrower or Borrowers shall pay all unpaid fees accrued for
<PAGE>
                                                                              54


the account of the terminated Issuing Bank pursuant to Section 2.12(b). From and
after the effective date of any such addition of an Issuing Bank, the additional
Issuing Bank shall have all the rights and obligations of an Issuing Bank under
this Agreement with respect to Letters of Credit issued by it. After the
termination of an Issuing Bank hereunder, the terminated Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit issued
by it prior to such termination, but shall not be required to issue additional
Letters of Credit.

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Company (on behalf of itself and the
Borrowers) receives notice from the Administrative Agent or the Required Lenders
(or, if the maturity of the Loans has been accelerated, Revolving Lenders with
LC Exposure representing greater than 50% of the total LC Exposure) demanding
the deposit of cash collateral pursuant to this paragraph, each Borrower shall
deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the LC Exposure attributable to Letters of Credit issued for the account of
such Borrower as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to any Borrower described in clause (h) or (i) of
Article VII. The applicable Borrowers also shall deposit cash collateral
pursuant to this paragraph as and to the extent required by Section 2.11(b).
Each such deposit shall be held by the Administrative Agent as collateral for
the payment and performance of the obligations of the Borrowers under this
Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
applicable Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the applicable Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of such Borrowers for their
respective LC
<PAGE>
                                                                              55


Exposure at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of Revolving Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Borrowers under this Agreement. If a Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to such Borrower promptly after all Events of Default have been
cured or waived. If a Borrower is required to provide an amount of cash
collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not
applied as aforesaid) shall be returned to such Borrower promptly as, and to the
extent that (after giving effect to such return), the sum of the Revolving
Exposures no longer exceeds the Revolving Commitments; provided that no Default
shall have occurred and be continuing.

            (k) Existing Letters of Credit. On the Effective Date, each Existing
Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for
the account of the Initial Borrower on the Effective Date and the Existing
Credit Agreement shall no longer apply to such Existing Letters of Credit (but
fees payable to the Issuing Bank in respect thereof shall remain the same unless
otherwise agreed by such Issuing Bank).

            (l) Local Letters of Credit. Subject to the terms and conditions set
forth herein, the other conditions applicable to the issuance of Letters of
Credit hereunder and the approval of the applicable Issuing Bank, each Borrower
may request the issuance of Local Letters of Credit. Upon the issuance of any
Local Letter of Credit, and so long as any Local Letter of Credit remains
outstanding, the following provisions shall apply:

            (i) For purposes of determining the total LC Exposure at any time
      and for purposes of calculating fees payable under Section 2.12(b), the
      amount of any Local Letter of Credit and of any LC Disbursements in
      respect thereof shall be deemed to be, as of any date of determination,
      the Dollar Amount thereof at such date. The initial Dollar Amount of any
      Local Letter of Credit shall be determined by the applicable Issuing Bank
      on the date of issuance thereof and adjusted from time to time thereafter,
      in each case, as provided below. The Dollar Amount of each Local Letter of
      Credit outstanding shall be adjusted by the applicable Issuing Bank on
      each Calculation Date as provided in Section 2.22(a). If an LC
      Disbursement is made by the Issuing Bank under any Local Letter of Credit,
      the
<PAGE>
                                                                              56


      Dollar Amount of such LC Disbursement shall be determined by such Issuing
      Bank on the date that such LC Disbursement is made. The applicable Issuing
      Bank shall make each such determination to be made by it by calculating
      the amount in Dollars that would be required in order for such Issuing
      Bank to purchase an amount of the applicable Local Currency equal to the
      amount of the relevant Local Letter of Credit or unpaid LC Disbursement,
      as the case may be, on the date of determination at the Spot Exchange Rate
      with respect to such Local Currency on such date of determination. Each
      applicable Issuing Bank shall notify the Administrative Agent and the
      Company promptly of each such Dollar Amount determined by it, on the date
      that such determination is required to be made.

            (ii) Subject to paragraph (iv) below, the obligation of the
      applicable Borrower to reimburse the applicable Issuing Bank for any LC
      Disbursement under any Local Letter of Credit, and to pay interest
      thereon, shall be payable only in the Local Currency in which such LC
      Disbursement is made, and shall not be discharged by paying an amount in
      Dollars or any other currency; provided that the applicable Issuing Bank
      may agree, in its sole discretion, to accept reimbursement in another
      currency, but any such agreement shall not affect the obligations of the
      Revolving Lenders or the Borrowers under paragraphs (iii) and (iv) below
      if such reimbursement is not actually made to the applicable Issuing Bank
      when due.

            (iii) The obligation of each Revolving Lender under paragraphs (d)
      and (e) of this Section to pay its Applicable Percentage of any unpaid LC
      Disbursement under any Local Letter of Credit shall be payable only in
      Dollars and shall be in an amount equal to such Applicable Percentage of
      the Dollar Amount of such unpaid drawing determined as provided in
      paragraph (i) above. Under no circumstances shall the provisions hereof
      permitting the issuance of Letters of Credit in a Local Currency be
      construed, by implication or otherwise, as imposing any obligation upon
      any Revolving Lender to make any Loan or other payment under the Loan
      Documents, or to accept any payment from any Borrower in respect of any
      unreimbursed LC Disbursement, in any currency other than Dollars, it being
      understood that the parties intend all payments of Indebtedness created
      under the Loan Documents (other than the Local Currency Loans as set forth
      in this Agreement) to be denominated and payable only in
<PAGE>
                                                                              57


      Dollars except as expressly provided in paragraph (ii) above.

            (iv) If and to the extent that any Revolving Lender pays its
      Applicable Percentage of any unreimbursed LC Disbursement under any Local
      Letter of Credit, then, notwithstanding clause (ii) above, the obligation
      of the applicable Borrower to reimburse the portion of such unreimbursed
      LC Disbursement funded by such Revolving Lender shall be converted to, and
      shall be payable only in, Dollars (in an amount equal to the Dollar amount
      funded by such Revolving Lender as provided above) and shall not be
      discharged by paying an amount in any other currency. Interest accrued on
      such unreimbursed LC Disbursement to and excluding the date of such
      payment by such Revolving Lender shall be for the account of the
      applicable Issuing Bank and be payable in the applicable Local Currency,
      but interest thereafter shall accrue on the Dollar amount owed to such
      Revolving Lender and shall be payable in Dollars.

            SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan (other then a Local Currency Loan) to be made by it hereunder, pursuant to
the notice delivered to it by the Administrative Agent under Section 2.03 (or,
in the case of an LC Disbursement Borrowing, Section 2.05(e)), on the proposed
date thereof by wire transfer of immediately available funds by 12:00 noon, New
York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.04. Each Lender shall
make each Local Currency Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 12:00 noon, London
time (or the time of such other city designated by the Administrative Agent), to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the applicable Lenders. The Administrative Agent will make
such Loans available to the applicable Borrower by promptly crediting the
amounts so received, in like funds, to an account of such Borrower maintained
with the Administrative Agent in New York City (or, in the case of any Local
Currency, such other city as the Administrative Agent may designate in respect
of the applicable Local Currency) and designated by such Borrower in the
applicable Borrowing Request; provided that ABR Revolving Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the applicable Issuing Bank.
<PAGE>
                                                                              58


            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the applicable Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of such Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing and the applicable
Borrower shall have no further obligations under this Section in respect
thereof.

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

            (b) To make an election pursuant to this Section, the applicable
Borrower (or the Company, on behalf of the applicable Borrower) shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
<PAGE>
                                       59


Request would be required under Section 2.03 if such Borrower were requesting a
Revolving Borrowing of the Type resulting from such election to be made on the
effective date of such election. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
facsimile to the Administrative Agent of a written Interest Election Request in
a form approved by the Administrative Agent and signed by the applicable
Borrower (or the Company, on behalf of the applicable Borrower).

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

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

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

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

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

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

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

            (e) If the applicable Borrower (or the Company on behalf of the
applicable Borrower) fails to deliver a timely Interest Election Request with
respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided
<PAGE>
                                                                              60


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

            SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, (i) the Term Loan Commitments shall terminate at 5:00
p.m., New York City time, on the date that is 60 days after the Effective Date
and (ii) the Revolving Commitments shall terminate on the Revolving Maturity
Date.

            (b) The Company (on behalf of the Borrowers) may at any time
terminate, or from time to time reduce, without premium or penalty, the
Commitments of any Class; provided that (i) each reduction of the Commitments of
any Class shall be in an amount that is an integral multiple of $1,000,000 and
not less than $1,000,000 and (ii) the Company shall not terminate or reduce the
Revolving Commitments if, after giving effect to any concurrent prepayment of
the Revolving Loans or Local Currency Loans in accordance with this Agreement,
the sum of the total Revolving Exposures plus the Local Currency Loan Exposure
would exceed the total Revolving Commitments.

            (c) The Company (on behalf of the Borrowers) shall notify the
Administrative Agent of any election to terminate or reduce the Commitments
under paragraph (b) of this Section at least one Business Day prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Company pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Revolving Commitments delivered by
the Company may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked by the Company
(by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the
Commitments of any Class shall be permanent. Each reduction of the Commitments
of any Class shall be made
<PAGE>
                                                                              61


ratably among the Lenders in accordance with their respective Commitments of
such Class.

            SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Revolving Lender on the Revolving Maturity Date the then
unpaid principal amount of each Revolving Loan made to such Borrower by such
Revolving Lender, (ii) to the Administrative Agent for the account of each
Lender on the last day of the Interest Period of each Local Currency Loan made
to such Borrower by such Lender (and in any event not later then the Revolving
Maturity Date) the then unpaid principal amount of each Local Currency Loan made
to such Borrower by such Lender, (iii) to the Administrative Agent for the
account of each Term Loan Lender on the Term Loan Maturity Date the then unpaid
principal amount of each Term Loan made to such Borrower by such Term Loan
Lender as provided in Section 2.10 and (iv) to each Swingline Lender the then
unpaid principal amount of each Swingline Loan made to such Borrower by such
Swingline Lender on the earlier of the Revolving Maturity Date and the date is
two weeks after such Swingline Loan is made.

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

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of any Borrower
to repay the Loans in accordance with the terms of this Agreement.
<PAGE>
                                       62


            (e) Any Lender may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, the applicable Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 10.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

            (f) With respect to each repayment of Loans required by this Section
2.09, the Company may designate (by notice to the Administrative Agent prior to
such repayment) the Borrowing or Borrowings of the applicable Class which are to
be repaid.

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

<TABLE>
<CAPTION>
               Date                                Amount
               ----                                ------
<S>                                              <C>
        June 30, 2003                            $1,000,000

        September 30, 2003                       $1,000,000

        December 31, 2003                        $1,000,000

        March 31, 2004                           $1,000,000

        June 30, 2004                            $1,000,000

        September 30, 2004                       $1,000,000

        December 31, 2004                        $1,000,000

        March 31, 2005                           $1,000,000

        June 30, 2005                            $1,000,000

        September 30, 2005                       $1,000,000

        December 31, 2005                        $1,000,000

        March 31, 2006                           $1,000,000

        June 30, 2006                            $1,000,000
        ------------------------------------------------------------------------
</TABLE>
<PAGE>
                                                                              63


<TABLE>
<S>                                              <C>
        September 30, 2006                       $1,000,000

        December 31, 2006                        $1,000,000

        March 31, 2007                           $1,000,000

        June 30, 2007                            $1,000,000

        September 30, 2007                       $1,000,000

        December 31, 2007                        $1,000,000

        March 31, 2008                           $1,000,000

        June 30, 2008                            $1,000,000

        September 30, 2008                       $1,000,000

        December 31, 2008                        $1,000,000

        March 31, 2009                           $1,000,000

        June 30, 2009                            $94,000,000

        September 30, 2009                       $94,000,000

        December 31, 2009                        $94,000,000

        March 31, 2010                           $94,000,000
</TABLE>

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

            (c) Any prepayment of a Term Borrowing shall be applied to reduce
the subsequent scheduled repayments of the Term Borrowings to be made pursuant
to this Section ratably; provided that any prepayment of a Term Borrowing or
Term Borrowings made pursuant to Section 2.11(a) may, at the election of the
Term Loan Borrower (by notice to the Administrative Agent prior to the date of
such prepayment), be applied, first, to reduce the next scheduled repayments of
the Term Borrowings to be made pursuant to this Section within the next 12
months after the date of such prepayment unless and until such next scheduled
repayments have been eliminated as a result of reductions hereunder and, second,
ratably. If the initial aggregate amount of the Lenders' Term Commitments
exceeds the aggregate principal amount of Term Loans that are made on the Term
Loan Funding Date, then the scheduled repayments of Term Borrowings to be made
pursuant to this Section shall be reduced ratably by an aggregate amount equal
to such excess.
<PAGE>
                                                                              64


            (d) Prior to any repayment of any Term Borrowings hereunder, the
Term Loan Borrower shall select the Borrowing or Borrowings to be repaid and
shall notify the Administrative Agent by telephone (confirmed by facsimile) of
such selection not later than 11:00 a.m., New York City time, three Business
Days before the scheduled date of such repayment. Each repayment of a Borrowing
shall be applied ratably to the Loans included in the repaid Borrowing.
Repayments of Term Borrowings shall be accompanied by accrued interest on the
amount repaid.

            SECTION 2.11. Prepayment of Loans. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Borrowing made by it in
whole or in part, without premium or penalty (other than payments required by
Section 2.16), subject to the requirements of this Section.

            (b) In the event and on such occasion that the sum of the Revolving
Exposures exceeds the total Revolving Commitments, the Borrowers shall prepay
Revolving Borrowings or Swingline Borrowings or, if no such Borrowings are
outstanding, deposit cash collateral in an account with the Administrative Agent
pursuant to Section 2.05(j)) in an aggregate amount equal to such excess. In the
event that, on any Reset Date, the Local Currency Loan Exposure exceeds 105% of
the Local Currency Sublimit, then, within three Business Days after notice
thereof to the Company from the Administrative Agent, the Borrowers shall prepay
Local Currency Loans in an aggregate amount such that, after giving effect
thereto, the Local Currency Loan Exposure does not exceed the Local Currency
Sublimit. In the event that, on any Reset Date, the sum of the total Revolving
Exposures and the Local Currency Loan Exposure exceeds 105% of the total
Revolving Commitments, then, within three Business Days after notice thereof to
the Company from the Administrative Agent, the Borrowers shall prepay the
Revolving Loans or Local Currency Loans (or a combination thereof) such that,
after giving effect thereto, the sum of the total Revolving Exposures plus the
Local Currency Loan Exposure does not exceed the total Revolving Commitment.

            (c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of the Company or any Subsidiary in respect of any
Prepayment Event, the Term Loan Borrower shall, within five Business Days after
such Net Proceeds are received, prepay Term Borrowings in an aggregate amount
equal to such Net Proceeds; provided that (i) in the case of any event described
in clause (a) of the definition of the term "Prepayment Event", if the Company
shall deliver to the Administrative Agent a certificate of a Financial Officer
to the effect that the Company and the
<PAGE>
                                                                              65


Subsidiaries intend to apply the Net Proceeds from such event (or a portion
thereof specified in such certificate), within 360 days after receipt of such
Net Proceeds, to make Permitted Acquisitions or acquire real property, equipment
or other tangible assets to be used in the business of the Company and the
Subsidiaries, and certifying that no Default has occurred and is continuing,
then no prepayment shall be required pursuant to this paragraph in respect of
the Net Proceeds in respect of such event (or the portion of such Net Proceeds
specified in such certificate, if applicable) except to the extent of any such
Net Proceeds therefrom that have not been so applied by the end of such 360-day
period, at which time a prepayment shall be required in an amount equal to such
Net Proceeds that have not been so applied and (ii) in the case of any event
described in clause (b) of the definition of the term "Prepayment Event", the
Term Loan Borrower shall not be required to make any prepayment required by this
sentence in respect of such event in an aggregate principal amount less than
$2,500,000. In addition, in the event and on each occasion that the Company or
any Subsidiary shall sell, convey, transfer, lease, assign or otherwise transfer
any asset (whether or not constituting a Prepayment Event), if the Company would
be required to prepay or otherwise redeem, or offer to prepay or redeem, any
Subordinated Debt as a result of such transaction unless the proceeds of such
transaction are applied by or on behalf of the Term Loan Borrower within a
specified period to prepay Term Borrowings (or otherwise prepay other
Indebtedness or reinvested as permitted by the terms of such Subordinated Debt),
then the Term Loan Borrower shall (unless such proceeds are otherwise reinvested
within the specified period in a manner that relieves the Company of any such
requirement) prepay Term Borrowings within such specified period to the extent
necessary to relieve the Company of any such requirement.

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

            (e) The applicable Borrower (or the Company on its behalf) shall
notify the Administrative Agent (and, in the case of prepayment of a Swingline
Loan, the applicable Swingline Lender) by telephone (confirmed by facsimile) of
any prepayment hereunder (i) in the case of prepayment of a Eurodollar
Borrowing, not later than 12:30 p.m., New York City time, three Business Days
before the date of prepayment, (ii) in the case of prepayment of an ABR
<PAGE>
                                                                              66


Borrowing, not later than 11:00 a.m., New York City time, on the date of
prepayment or (iii) in the case of prepayment of a Swingline Loan, not later
than 12:00 noon, New York City time, on the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date, the principal amount
of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment; provided that, if a notice of optional prepayment is given in
connection with a conditional notice of termination of the Revolving Commitments
as contemplated by Section 2.08, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.08.
Promptly following receipt of any such notice (other than a notice relating
solely to Swingline Loans), the Administrative Agent shall advise the Lenders
participating in the relevant Borrowing or Borrowings of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.13.

            SECTION 2.12. Fees. (a) The Initial Borrower agrees to pay or cause
to be paid to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at the Applicable Rate on the average daily
unused amount of each Commitment of such Lender during the period from and
including the Effective Date to but excluding the date on which such Commitment
terminates. Accrued commitment fees shall be payable in arrears (i) in the case
of commitment fees in respect of the Revolving Commitments, on the last day of
March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the date hereof, and (ii) in the case of commitment fees in respect of the
Term Loan Commitments, on the date on which such Commitments terminate. All
commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day). For purposes of computing commitment fees with respect
to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to
be used to the extent of the outstanding Revolving Loans and LC Exposure of such
Lender (and the Swingline Exposure of such Lender and Local
<PAGE>
                                                                              67


Currency Loan Exposure shall be disregarded for such purpose).

            (b) The Initial Borrower agrees to pay or cause to be paid (i) to
the Administrative Agent for the account of each Revolving Lender a
participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate as is applicable to interest on
Eurodollar Revolving Loans on the average daily amount of such Lender's LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Revolving Commitment
terminates and the date on which such Revolving Lender ceases to have any LC
Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at
the rate per annum separately agreed upon between the Company (or the Initial
Borrower) and such Issuing Bank, on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
attributable to Letters of Credit issued by such Issuing Bank during the period
from and including the Effective Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as such Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable on or prior to the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to an Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand. All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

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

            (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the
<PAGE>
                                                                              68


Administrative Agent (or to the applicable Issuing Bank, in the case of fees
payable to it) for distribution, in the case of commitment fees and
participation fees, to the Lenders entitled thereto. Fees paid shall not be
refundable under any circumstances.

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

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

            (c) The Loans comprising each Local Currency Borrowing shall bear
interest on the unpaid principal amount thereof (i) in the case of a Negotiated
Local Currency Loan, at the interest rate agreed upon by the applicable
Revolving Lender and the applicable Borrower, (ii) in the case of a Fixed Rate
Loan, at the applicable Competitive Bid Rate and (iii) in the case of
Eurocurrency Competitive Local Currency Loans, at the Adjusted LIBO Rate for the
Interest Period in effect for such Borrowing plus the applicable Margin.

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

            (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (d) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the
<PAGE>
                                                                              69


current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

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

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

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

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

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

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

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets
<PAGE>
                                                                              70


      of, deposits with or for the account of, or credit extended by, any Lender
      (except any such reserve requirement reflected in the Adjusted LIBO Rate)
      or any Issuing Bank; or

            (ii) impose on any Lender or any Issuing Bank or the London
      interbank market any other condition (other than in respect of Taxes,
      which shall be governed by Section 2.17) affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or any
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the Initial
Borrower will pay or cause to be paid to such Lender or Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered; provided that, in any such case, any applicable Borrower may
elect to convert Eurodollar Loans made by such Lender hereunder to ABR Loans by
giving the Administrative Agent at least one Business Day's notice of such
election, in which case the Initial Borrower shall promptly pay or cause to be
paid to such Lender, upon demand, without duplication, amounts theretofore
required to be paid to such Lender pursuant to this Section 2.15(a).

            (b) If any Lender or any Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or Issuing Bank's capital or on the capital of
such Lender's or Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or Issuing Bank or such Lender's or Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or Issuing Bank's policies and the policies of
such Lender's or Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Initial Borrower will pay or cause to be
paid to such Lender or Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender
<PAGE>
                                                                              71


or Issuing Bank or such Lender's or Issuing Bank's holding company for any such
reduction suffered.

            (c) A certificate of a Lender or Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Company or the Initial Borrower and shall
be conclusive absent manifest error. Any such certificate shall be accompanied
by an explanation of the circumstances or event that resulted in such claim for
compensation. The Initial Borrower shall pay or cause to be paid to such Lender
or Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

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

            (e) Notwithstanding any other provision of this Section 2.15, no
Lender or Issuing Bank shall be entitled to compensation for any increased costs
or reduction in amounts received or receivable or reduction in return on capital
under this Section unless such Lender or Issuing Bank, as the case may be,
represents to the Company or the Initial Borrower that at the time it is the
policy or general practice of such Lender or Issuing Bank to demand such
compensation for comparable costs or reductions, if any, in similar
circumstances, if any, under comparable provisions of other credit agreements
for comparable customers.

            SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan or any Competitive Local
Currency Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of
any Eurodollar Loan other than on the last day
<PAGE>
                                                                              72


of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(e) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan or any Competitive Local Currency Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the applicable Borrower pursuant to Section 2.19, then, in any
such event, the applicable Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event. In the case of a Eurodollar Loan or
Eurocurrency Competitive Local Currency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for deposits in the same currency and of a comparable amount and
period from other banks in the eurocurrency market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Company or the Initial
Borrower and shall be conclusive absent manifest error. The applicable Borrower
shall pay or cause to be paid to such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

            SECTION 2.17. Taxes. (a) Any and all payments by or on account of
any obligation of any Borrower hereunder or under any other Loan Document shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if such Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions and (iii) such Borrower
shall pay the full amount deducted to
<PAGE>
                                                                              73


the relevant Governmental Authority in accordance with applicable law.

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

            (c) Each Borrower shall indemnify the Administrative Agent, each
Lender and each Issuing Bank, within 30 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or such Issuing Bank, as the case may be, on
or with respect to any payment by or on account of any obligation of such
Borrower hereunder or under any other Loan Document (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto (other than penalties, interest and expenses
arising as a result of such Person's willful misconduct or gross negligence). A
certificate as to the amount of such payment or liability delivered to the
Company or the Initial Borrower by a Lender or an Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
Bank, shall be conclusive absent manifest error.

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

            (e) Each Foreign Lender shall deliver to the Company and the
Administrative Agent two copies of either United States Internal Revenue Service
Form W-8BEN or Form W-8ECI, or, in the case of a Foreign Lender claiming
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest", a Form W-8BEN and a
certificate representing that such Foreign Lender is not a bank for purposes of
Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the
meaning of Section 881(c)(3)(B) of the Code) of the Company and is not a
controlled foreign corporation related to the Company (within the meaning of
Section 881(c)(3)(C) of the Code), or any subsequent versions thereof or
successors thereto, properly completed and duly executed by such Foreign Lender
<PAGE>
                                                                              74


claiming complete exemption from U.S. Federal withholding tax on all payments by
the Domestic Loan Parties under this Agreement. Such forms shall be delivered by
each such Foreign Lender on or before the date it becomes a party to this
Agreement and on or before the date, if any, such Foreign Lender changes its
applicable lending office. In addition, each Foreign Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Foreign Lender. For purposes of this Section 2.17(e) only, the
term "Foreign Lender" shall include the Administrative Agent at any time that
the Administrative Agent is a Person organized under the laws of a jurisdiction
other than the United States of America or any political subdivision thereof or
is treated as such for U.S. Federal income tax purposes.

            (f) If the Administrative Agent or a Lender determines, in its
reasonable sole discretion, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which it has been indemnified by a Borrower or with
respect to which a Borrower has paid additional amounts pursuant to this Section
2.17, it shall pay over such refund to such Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this
Section 2.17 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 or such Lender and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund, which shall not be
subject to the limitations set forth in the immediately preceding
parenthetical); provided that such Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to
such Borrower (plus any interest imposed by the relevant Governmental Authority)
to the Administrative Agent or such Lender in the event the Administrative Agent
or such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to any Borrower or any other Person.

            SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no
<PAGE>
                                                                              75


such time is expressly required, prior to 1:00 p.m., New York City time or, in
the case of an amount payable in a Local Currency, 1:00 p.m. local time at the
place of payment), on the date when due, in immediately available funds, without
set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at its
offices at 270 Park Avenue, New York, New York (or as otherwise instructed by
the Administrative Agent in the case of amounts payable in a Local Currency),
except payments to be made directly to an Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.15,
2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments under each Loan Document shall be made in Dollars, except as
expressly provided herein.

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

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements or Swingline
Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and
Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater
<PAGE>
                                                                              76


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

            (d) Unless the Administrative Agent shall have received notice from
the Company or the applicable Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders or an Issuing
Bank hereunder that the applicable Borrower will not make such payment, the
Administrative Agent may assume that the applicable Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the applicable Issuing Bank, as the
case may be, the amount due. In such event, if the applicable Borrower has not
in fact made such payment, then each of the Lenders or the applicable Issuing
Bank, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.
<PAGE>
                                                                              77


            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 10.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

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

            (b) If any Lender requests compensation under Section 2.15, or if
any Borrower is required to pay any additional amount or indemnification to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, or if any Lender defaults in its obligation to fund Loans
hereunder, or if any Lender fails to approve any waiver, amendment or
modification to this Agreement that is approved by the Required Lenders, then
the Company or the affected Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Company or the affected Borrower, as
applicable, shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, each Issuing Bank and
each Swingline Lender), which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount
<PAGE>
                                                                              78


equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the applicable
Borrower (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or
payments required to be made pursuant to Section 2.17, such assignment will
result, in the Company's or the affected Borrower's reasonable judgment, in a
material reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Company and the affected Borrower to require such assignment and delegation
cease to apply.

            SECTION 2.20. Incremental Term Loans. The Term Loan Borrower may (on
behalf of any Borrower) at any time or from time to time, by notice to the
Administrative Agent (whereupon the Administrative Agent shall promptly deliver
a copy to each of the Lenders), request one or more additional tranches of term
loans (the "Incremental Term Loans"); provided that both at the time of any such
request and upon the effectiveness of any Incremental Term Loan Amendment
referred to below, no Default shall exist and at the time that any such
Incremental Term Loan is made (and after giving effect thereto) no Default shall
exist and the Company shall be in compliance with Sections 6.12, 6.13 and 6.14,
determined on a pro forma basis as if such Incremental Term Loans had been
outstanding on the last day of the most recent fiscal quarter for testing
compliance therewith (and, for purposes of Section 6.12, as if such Incremental
Term Loans had been outstanding during the period of four consecutive fiscal
quarters then ended). Each tranche of Incremental Term Loans shall be in an
aggregate principal amount that is not less than $25,000,000. The Incremental
Term Loans (a) shall be in an aggregate principal amount not exceeding (i)
$250,000,000 minus (ii) the aggregate principal amount of Senior Debt issued
after the date hereof in excess of $250,000,000, (b) shall rank pari passu in
right of payment and of security with the Revolving Loans and the Term Loans,
(c) shall not mature earlier than the Term Loan Maturity Date (but may, subject
to clause (d) below, have amortization prior to such date), (d) shall not have a
weighted average life that is shorter than that of the Term Loans, and (e)
except as set forth above, shall be treated substantially the same as (and in
any event no more favorably than) the Term Loans (in each case, including with
respect to mandatory and voluntary prepayments); provided
<PAGE>
                                                                              79


that (i) the terms and conditions applicable to Incremental Term Loans maturing
after the Term Loan Maturity Date may provide for material additional or
different financial or other covenants or prepayment requirements applicable
only during periods after the Term Loan Maturity Date and (ii) the Incremental
Term Loans may be priced differently than the Term Loans. Each notice shall set
forth the requested amount and proposed terms of the relevant Incremental Term
Loans and the Borrower in respect thereof. Each existing Lender shall be
afforded the opportunity, but shall not be required, to provide a ratable share
(including a share of any Incremental Term Loans not subscribed to by other
existing Lenders) of any Incremental Term Loans. In the event that existing
Lenders provide commitments in an aggregate amount less than the total amount of
the Incremental Term Loans requested by the Term Loan Borrower, the Term Loan
Borrower may arrange for one or more banks or other financial institutions (any
such bank or other financial institution being called an "Additional Lender") to
extend commitments to provide Incremental Term Loans in an aggregate amount
equal to the unsubscribed amount. Commitments in respect of Incremental Term
Loans shall become Commitments under this Agreement pursuant to an amendment (an
"Incremental Term Loan Amendment") to this Agreement and, as appropriate, the
other Loan Documents, executed by the Company (and the applicable Borrower, if
other than the Company), each Lender agreeing to provide such Commitment, if
any, each Additional Lender, if any, and the Administrative Agent. The
Incremental Term Loan Amendment may, without the consent of any other Lenders,
effect such amendments to this Agreement and the other Loan Documents as may be
necessary or appropriate, in the reasonable opinion of the Administrative Agent,
to effect the provisions of this Section. The effectiveness of any Incremental
Term Loan Amendment shall be subject to the satisfaction on the date thereof of
each of the conditions set forth in Section 4.02 (it being understood that all
references to "the date of such Borrowing" in such Section 4.02 shall be deemed
to refer to the effective date of such Incremental Term Loan Amendment) and such
other conditions as the parties thereto shall agree. No Lender shall be
obligated to provide any Incremental Term Loans, unless it so agrees.

            SECTION 2.21. Local Currency Loans. (a) General. Subject to the
terms and conditions set forth herein, one or more of the Borrowers may borrow
Local Currency Loans in the form of Competitive Local Currency Loans, Negotiated
Local Currency Loans or any combination thereof; provided that on the date of
the proposed borrowing and after giving effect thereto (i) the Local Currency
Loan
<PAGE>
                                                                              80


Exposure shall not exceed the Local Currency Sublimit and (ii) the sum of the
total Revolving Exposures and the Local Currency Loan Exposure shall not exceed
the total Revolving Commitments. All Local Currency Loans shall be subject to
the terms and conditions of this Agreement and, in the event of any
inconsistency between the terms of this Agreement and the terms of any
Negotiated Local Currency Loan Agreement, the terms of this Agreement shall
prevail.

            (b) Negotiated Local Currency Loans. Subject to the terms and
conditions set forth herein, upon the request of any Borrower a Revolving Lender
may, in its sole discretion, make a Loan (a "Negotiated Local Currency Loan") to
such Borrower; provided that such Negotiated Local Currency Loan shall (i) be
denominated in a Local Currency, (ii) mature within one year after the date such
Loan is made (subject to the right of such Revolving Lender and the applicable
Borrower to agree to extend such maturity at any time to a date within one year
after the date of such maturity or extension) and in any event shall mature on
or prior to the Revolving Maturity Date, (iii) be in an aggregate principal
amount the Dollar Equivalent of which, on the date such Loan is made, is an
integral multiple of $100,000 and not less than $100,000 and (iv) otherwise
comply with the applicable requirements of this Agreement. For purposes of
subclause (iii) above, a Negotiated Local Currency Loan may be aggregated with
other Negotiated Local Currency Loans being made by other Revolving Lenders on
the same date to the same Borrower in the same Local Currency and with the same
maturity. Prior to making any Negotiated Local Currency Loan, the Revolving
Lender making such Loan shall deliver a written notice to the Administrative
Agent (countersigned or acknowledged by the applicable Borrower or by the
Company on behalf of such Borrower) specifying (A) the aggregate principal
amount of such Loan expressed in Dollars (which shall comply with subclause
(iii) above) and expressed in the applicable units of Local Currency (determined
by such Revolving Lender based on the Exchange Rate), (B) the date on which such
Loan is to be made, (C) the Borrower of such Loan and (D) the interest rate (or
basis for determining the interest rate) and maturity of such Loan. Thereafter,
such Revolving Lender shall notify the Administrative Agent of each payment
received in respect of such Loan and of any change in the interest rate or
maturity of such Loan or any other terms of such Loan. Such Revolving Lender
also shall deliver to the Administrative Agent copies of any agreements and
other documents ("Negotiated Local Currency Loan Agreements") entered into with
the applicable Borrower or any other Loan Party in connection with such Loan,
including any promissory note
<PAGE>
                                                                              81


evidencing such Loan, as well as all amendments and modifications thereto.

            (c) Competitive Local Currency Loans. (i) Subject to the terms and
conditions set forth herein, upon the request of the Company a Revolving Lender
may, in its sole discretion, make a Loan (a "Competitive Local Currency Loan")
to a Borrower in the form of a Eurocurrency Competitive Local Currency Loan or a
Fixed Rate Loan; provided that (i) no Competitive Local Currency Loan shall be
requested or made hereunder if after giving effect thereto any of the conditions
applicable to Revolving Loans set forth in Section 4.02 would not be met, (ii)
each Competitive Local Currency Loan shall be made pursuant to the procedures
set forth in the following paragraphs of this Section and (iii) the amount of
any Competitive Local Currency Loan shall be funded in the applicable Local
Currency in an amount equal to the Local Currency Equivalent of the amount of
such Competitive Local Currency Loan expressed in Dollars as provided above, as
determined by the Administrative Agent.

            (ii) In order to request Competitive Bids, the Company shall hand
deliver or facsimile to the Administrative Agent a duly completed Competitive
Bid Request, to be received by the Administrative Agent (A) in the case of a
Eurocurrency Competitive Local Currency Loan, not later than 10:00 a.m., New
York City time, five Business Days before a proposed Competitive Local Currency
Borrowing and (B) in the case of a Fixed Rate Borrowing, not later than 10:00
a.m., New York City time, two Business Days before a proposed Competitive Local
Currency Borrowing. A Competitive Bid Request that does not conform
substantially to the format of Exhibit G may be rejected in the Administrative
Agent's sole discretion, and the Administrative Agent shall promptly notify the
Company of such rejection by facsimile. Each Competitive Bid Request shall refer
to this Agreement and specify (A) the identity of the applicable Borrower and
whether the Borrowing then being requested is to be a Eurocurrency Competitive
Local Currency Borrowing or a Fixed Rate Borrowing, (B) the requested currency
of such Borrowing, which must be a Local Currency, (C) the date of such
Borrowing (which shall be a Business Day) and the aggregate principal amount
thereof, which shall be expressed in Dollars in an integral multiple of $100,000
and equal to or greater than $100,000, (D) the Interest Period with respect
thereto (which shall be a period contemplated by the definition of the term
"Interest Period" and may not end after the Revolving Maturity Date), (E) the
maturity date of such Competitive Local Currency Borrowing, which shall be the
last day of the Interest
<PAGE>
                                                                              82


Period with respect to such Competitive Local Currency Borrowing and (F) the
location and number of the applicable Borrower's account to which funds are to
be disbursed (which must comply with Section 2.06), and such Competitive Bid
Request shall be signed by the Company. Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid, the Administrative
Agent shall deliver by facsimile to the Revolving Lenders a Notice of
Competitive Bid Request substantially in the form of Exhibit H inviting the
Revolving Lenders to bid, on the terms and conditions of this Agreement, to make
Competitive Local Currency Loans.

            (iii) Each Competitive Bid by a Revolving Lender must be received by
the Administrative Agent by facsimile (A) in the case of a Eurocurrency
Competitive Local Currency Loan, not later than 9:30 a.m., New York City time,
four Business Days before the proposed Competitive Local Currency Borrowing and
(B) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York
City time, one Business Day before the proposed Competitive Local Currency
Borrowing. A Lender may submit multiple bids to the Administrative Agent.
Competitive Bids that do not conform substantially to the format of Exhibit E
may be rejected by the Administrative Agent, and the Administrative Agent shall
notify the Revolving Lender making such nonconforming bid of such rejection as
promptly as practicable. Each Competitive Bid shall refer to this Agreement and
specify (1) the principal amount (which shall be expressed in Dollars in a
minimum principal amount of $100,000 and in an integral multiple of $100,000 and
which may equal the entire principal amount of the Competitive Local Currency
Borrowing requested) of the Competitive Local Currency Loan or Loans that the
Revolving Lender is willing to make, (2) the Competitive Bid Rate or Rates at
which the Revolving Lender is prepared to make the Competitive Local Currency
Loan or Loans and (3) the Interest Period and the last day thereof. If the
Administrative Agent shall not have received a Competitive Bid from any Lender
by the time required above, such Lender shall be deemed to have elected not to
make a Competitive Bid; provided that failure by any Lender to give such notice
shall not cause such Lender to be obligated to make any Competitive Local
Currency Loan as part of such Competitive Local Currency Borrowing. A
Competitive Bid submitted by a Revolving Lender pursuant to this paragraph (iii)
shall be irrevocable.

            (iv) The Administrative Agent shall notify the Company, by
facsimile, of all the Competitive Bids made, the Competitive Bid Rate and the
principal amount and the Interest Period (including the last day thereof) of
each Competitive Local Currency Loan in respect of which a
<PAGE>
                                                                              83


Competitive Bid was made and the identity of the Revolving Lender that made each
bid by 12:00 noon (A) in the case of a Eurocurrency Competitive Local Currency
Borrowing, four Business Days before the Competitive Local Currency Borrowing
and (B) in the case of a Fixed Rate Borrowing, one Business Day before the
proposed Competitive Local Currency Borrowing. The Administrative Agent shall
send a copy of all Competitive Bids to the Company for its records as promptly
as practicable after completion of the bidding process set forth in this
Section.

            (v) The Company may in its sole discretion, subject only to the
provisions of this paragraph (v), accept or reject any Competitive Bid referred
to in paragraph (iv) above. The Company shall notify the Administrative Agent by
telephone, confirmed by facsimile (which shall be signed by the Company) in a
Competitive Bid Accept/Reject Letter substantially in the form of Exhibit F,
whether and to what extent it has decided to accept or reject any of or all the
Competitive Bids referred to in paragraph (iv) above not more than one hour
after it shall have been notified of all such Competitive Bids by the
Administrative Agent pursuant to such paragraph (iv); provided that (A) the
failure of the Company to give such notice shall be deemed to be a rejection of
all the Competitive Bids referred to in paragraph (iv) above, (B) the Company
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if
it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate,
(C) the aggregate amount of the Competitive Bids accepted by the Company shall
not exceed the principal amount specified in the Competitive Bid Request, (D) if
the Company shall accept a Competitive Bid or Competitive Bids made at a
particular Competitive Bid Rate but the amount of such Competitive Bid or
Competitive Bids shall cause the total amount of Competitive Bids to be accepted
to exceed the amount specified in the Competitive Bid Request, then the Company
shall accept a portion of such Competitive Bid or Competitive Bids in an amount
equal to the amount specified in the Competitive Bid Request less the amount of
all other Competitive Bids accepted with respect to such Competitive Bid
Request, which acceptance, in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid at such Competitive Bid Rate, and (E) except pursuant
to clause (D) above, no Competitive Bid shall be accepted for a Competitive
Local Currency Loan unless such Competitive Local Currency Loan is in a minimum
principal amount the Dollar Equivalent of which is $100,000, and in an integral
multiple of units of the relevant Local Currency the Dollar Equivalent of which
is $100,000; provided further, that if a Competitive Local Currency Loan
<PAGE>
                                                                              84


must be in an amount the Dollar Equivalent of which is less than $100,000
because of the provisions of clause (D) above, such Competitive Local Currency
Loan may be for a minimum amount the Dollar Equivalent of which is $20,000 or
any integral multiple thereof and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (D) the amounts shall be rounded to integral
multiples the Dollar Equivalent of which is $20,000 in a manner which shall be
in the discretion of the Company. A notice given by the Company pursuant to this
paragraph (v) shall be irrevocable.

            (vi) The Administrative Agent shall promptly notify each bidding
Lender whether or not its Competitive Bid has been accepted (and if so, in what
amount and at which Competitive Bid Rate) by facsimile, and each successful
bidder will thereupon become bound, subject to the other applicable conditions
hereof, to make the Competitive Local Currency Loan in respect of which its
Competitive Bid has been accepted.

            (vii) No Competitive Local Currency Borrowing shall be requested or
made hereunder if after giving effect thereto any of the conditions applicable
to Revolving Loans set forth in Section 4.02 would not be met.

            (viii) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Revolving Lender, it shall submit such
Competitive Bid directly to the Company one quarter of an hour earlier than the
latest time at which the other Revolving Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (iii) above.

            (ix) All notices required by this Section shall be given in
accordance with Section 10.01.

            SECTION 2.22. Currency Fluctuations. (a) Not later than 1:00 p.m.,
New York City time, on each Calculation Date (i) each Issuing Bank that has
outstanding any Local Letter of Credit or LC Disbursement thereunder shall
determine the Dollar Amount as of such Calculation Date of each outstanding
Local Letter of Credit issued by it or LC Disbursement thereunder, and such
Issuing Bank shall notify the Administrative Agent and the Company of each
Dollar Amount so determined and the relevant Spot Exchange Rate used by it to
make such determination, (ii) the Administrative Agent shall determine the
Exchange Rate as of such Calculation Date with respect to each Local Currency
for which there is at such time any outstanding Local
<PAGE>
                                                                              85


Currency Loan and (iii) the Administrative Agent shall give notice to the
Revolving Lenders and the Company of the Spot Exchange Rates and Exchange Rates
so determined. The Spot Exchange Rates and the Exchange Rates so determined
shall become effective on the first Business Day immediately following the
relevant Calculation Date (a "Reset Date") and (subject to Section 2.05(l) in
the case of Spot Exchange Rates) shall remain effective until the next
succeeding Reset Date.

            (b) Not later than 5:00 p.m., New York City time, on each Reset Date
and the date of each Borrowing, the Administrative Agent shall (i) determine the
Dollar Equivalent of the Local Currency Loans and Local Letters of Credit then
outstanding (after giving effect to any Loans to be made or repaid on such date)
and (ii) notify the Revolving Lenders and the Company of the results of such
determination and of the resulting total Revolving Exposures and Local Currency
Loan Exposure.

            SECTION 2.23. Subsidiary Borrowers. The Company may at any time and
from time to time elect that any Subsidiary become a Borrower eligible to borrow
Revolving Loans or Local Currency Loans, or to have Letters of Credit issued for
its account, by delivering to the Administrative Agent an Election to
Participate with respect to such Subsidiary. The eligibility of any such
Subsidiary to borrow hereunder shall terminate when the Administrative Agent
receives an Election to Terminate with respect to such Subsidiary. If the
Company is the Term Loan Borrower, then the Company may deliver an Election to
Terminate with respect to the Initial Borrower, but only if (a) either (i) all
principal and interest on all Loans of the Initial Borrower shall have been
repaid and there are no outstanding Letters of Credit for the account of the
Initial Borrower or (ii) all obligations of the Initial Borrower in respect of
such Loans and Letters of Credit shall have been assigned to, and assumed by,
the Company, as the Borrower in respect thereof, pursuant to a written agreement
reasonably satisfactory in form and substance to the Administrative Agent and
(b) the Company shall have assumed in a written agreement with the
Administrative Agent all obligations of the Initial Borrower under this
Agreement. Each Election to Participate delivered to the Administrative Agent
shall be duly executed on behalf of the relevant Subsidiary and the Company, and
each Election to Terminate delivered to the Administrative Agent shall be duly
executed on behalf of the Company, in such number of copies as the
Administrative Agent may request. The delivery of an Election to Terminate shall
not affect any obligation of the relevant Subsidiary theretofore incurred. The
Administrative Agent shall
<PAGE>
                                                                              86


promptly give notice to the Lenders of its receipt of any Election to
Participate or Election to Terminate.

                                   ARTICLE III

                         Representations and Warranties

            The Company represents and warrants to the Lenders that:

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

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

            SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except filings necessary
to perfect Liens created under the Loan Documents, (b) will not violate any
applicable law or regulation in any material respect or the charter, by-laws or
other organizational documents of the Company or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate in any material
respect or result in a default under any indenture, agreement or other
instrument
<PAGE>
                                                                              87


binding upon the Company or any of its Subsidiaries or its assets, or give rise
to a right thereunder to require any payment to be made by the Company or any of
its Subsidiaries, and (d) will not result in the creation or imposition of any
Lien on any asset of the Company or any of its Subsidiaries, except Liens
created under the Loan Documents.

            SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The Company has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders' equity and cash flows (i) as of
and for the fiscal year ended December 31, 2001, reported on by Deloitte &
Touche LLP, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended September 30, 2002, certified
by its chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Company and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

            (b) The Company has heretofore furnished to the Lenders its pro
forma consolidated balance sheet as of December 31, 2002, prepared giving effect
to the Transactions and the Permitted Receivables Financing contemplated by
Section 4.01(i) as if the Transactions had occurred, and such Permitted
Receivables Financing was in effect, on such date. Such pro forma consolidated
balance sheet (i) has been prepared in good faith based on the same assumptions
used to prepare the pro forma financial statements included in the Information
Memorandum (which assumptions are believed by the Company to be reasonable),
(ii) is based on the best information available to the Company after due
inquiry, as of the Effective Date, (iii) accurately reflects all material
adjustments necessary to give effect to the Transactions and (iv) presents
fairly, in all material respects, based on information available to the Company
as of the Effective Date, the pro forma financial position of the Company and
its consolidated Subsidiaries as of December 31, 2002 as if the Transactions and
the Permitted Receivables Financing had occurred on such date.

            (c) Except as disclosed in the financial statements referred to
above or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, neither the Company
nor any of its Subsidiaries has, as of the Effective Date,
<PAGE>
                                                                              88


any material contingent liabilities, unusual long-term commitments or unrealized
losses.

            (d) Since December 31, 2001, there has been no material adverse
change in the business, properties, assets, liabilities or condition (financial
or otherwise) of the Company and its Subsidiaries, taken as a whole.

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

            (b) Each of the Company and its Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Company and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

            (c) Schedule 3.05 sets forth the address of each real property that
is owned or leased by the Company or any of its Subsidiaries as of the Effective
Date, indicating in each case whether such property is owned or leased and, in
the case of each owned property, the record owner thereof and whether such
property is a Principal Property.

            (d) As of the Effective Date, neither the Company nor any of its
Subsidiaries has received notice of, or has knowledge of, any pending or
contemplated condemnation proceeding affecting any Mortgaged Property or any
sale or disposition thereof in lieu of condemnation. As of the Effective Date,
neither any Mortgaged Property nor any interest therein is subject to any right
of first refusal, option or other contractual right to purchase such Mortgaged
Property or interest therein.

            SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries (i) as to which an
adverse determination is reasonably likely and that, if adversely determined,
would reasonably be expected, individually or in the aggregate, to result in
<PAGE>
                                                                              89


a Material Adverse Effect (other than the Disclosed Matters) or (ii) that
involve any of the Loan Documents or the Transactions.

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

            (c) Since the date of this Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

            SECTION 3.07. Compliance with Laws and Agreements. Each of the
Company and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

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

            SECTION 3.09. Taxes. Each of the Company and its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) any Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.
<PAGE>
                                                                              90


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

            SECTION 3.11. Disclosure. Neither the Information Memorandum nor any
of the other reports, financial statements, certificates or other information
furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished) 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 and pro forma financial information and
estimates, the Company represents only that such information and estimates were
prepared in good faith based upon assumptions believed to be reasonable at the
time.

            SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth the name and
jurisdiction of organization of, and the ownership interest of the Company in,
each Subsidiary of the Company and identifies with respect to each such
Subsidiary whether it is a Domestic Subsidiary (and, in the case of each such
Domestic Subsidiary, whether it is a Material Subsidiary or an Immaterial
Subsidiary), a Foreign Subsidiary, a Receivables Subsidiary, a Foreign
Subsidiary Holding Company or a Restricted Subsidiary (or any combination
thereof), in each case as of the Effective Date.

            SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of
all insurance maintained by or on
<PAGE>
                                                                              91


behalf of the Company and its Subsidiaries as of the Effective Date. As of the
Effective Date, all premiums in respect of such insurance have been paid. The
Company believes that the insurance maintained by or on behalf of the Company
and its Subsidiaries complies with all applicable requirements of the Loan
Documents.

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

            SECTION 3.15. Senior Indebtedness. The Obligations constitute
"Senior Indebtedness" and "Designated Senior Indebtedness" under, and as defined
in, the Subordinated Debt Documents.

                                   ARTICLE IV

                                   Conditions

            SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans and of any Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02):

            (a) The Administrative Agent (or its counsel) shall have received
      from each party hereto either (i) a counterpart of this Agreement signed
      on behalf of such party or (ii) written evidence satisfactory to the
      Administrative Agent (which may include facsimile transmission of a signed
      signature page of this Agreement) that such party has signed a counterpart
      of this Agreement.
<PAGE>
                                                                              92


            (b) The Administrative Agent shall have received a favorable written
      opinion (addressed to the Administrative Agent and the Lenders and dated
      the Effective Date) of each of (i) Debevoise & Plimpton, special counsel
      for the Loan Parties, substantially in the form of Exhibit B-1, (ii) Todd
      M. DuChene, Esq., general counsel of the Company, substantially in the
      form of Exhibit B-2 and (iii) Richards, Layton & Finger, P.A., Delaware
      counsel of the Company, substantially in the form of Exhibit B-3, and, in
      the case of each such opinion required by this paragraph, covering such
      other matters relating to the Loan Parties or the Loan Documents or the
      Transactions as the Administrative Agent shall reasonably request. The
      Borrowers hereby request such counsel to deliver such opinions.

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

            (d) The Administrative Agent shall have received a certificate,
      dated the Effective Date and signed by the President, a Vice President or
      a Financial Officer of the Company, (i) confirming compliance with the
      conditions set forth in paragraphs (a) and (b) of Section 4.02 and (ii)
      stating that the incurrence by the Borrowers of all Indebtedness permitted
      to be incurred hereunder in respect of the Term Loans, Revolving Loans,
      Letters of Credit and Local Currency Loans (determined for this purpose as
      if the entire amount of Term Loan Commitments and Revolving Commitments
      were to be funded on the Effective Date) does not violate any provisions
      of any Existing Subordinated Indenture limiting the incurrence of
      Indebtedness.

            (e) The Administrative Agent shall have received all fees and other
      amounts due and payable on or prior to the Effective Date, including, to
      the extent invoiced, reimbursement or payment of all out-of-pocket
      expenses (including fees, charges and disbursements of counsel) required
      to be reimbursed or paid by any Loan Party hereunder or under any other
      Loan Document.
<PAGE>
                                                                              93


            (f) The Collateral and Guarantee Requirement shall have been
      satisfied and the Administrative Agent shall have received a completed
      Perfection Certificate dated the Effective Date and signed by an executive
      officer or Financial Officer of the Company, together with all attachments
      contemplated thereby, including the results of a search of the Uniform
      Commercial Code (or equivalent) filings made with respect to the Domestic
      Loan Parties in the jurisdictions contemplated by the Perfection
      Certificate and copies of the financing statements (or similar documents)
      disclosed by such search and evidence reasonably satisfactory to the
      Administrative Agent that the Liens indicated by such financing statements
      (or similar documents) are permitted by Section 6.02 or have been
      released.

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

            (h) The Lenders shall have received a pro forma consolidated balance
      sheet of the Company as of December 31, 2002, reflecting all pro forma
      adjustments as if the Transactions had been consummated on such date, and
      such pro forma consolidated balance sheet shall be consistent in all
      material respects with the forecasts and other information previously
      provided to the Lenders. Based on such pro forma consolidated balance
      sheet, (i) the unused portion of the total Revolving Commitments shall not
      be less than $50,000,000 and (ii) the sum of the unused portion of the
      total Revolving Commitments and availability under the Permitted
      Receivables Financing referred to in paragraph (i) below shall not be less
      than $100,000,000. For purposes of clause (ii) above, availability under
      the Permitted Receivables Financing shall be based on the lesser of the
      unused funding commitments thereunder and the amount of proceeds that
      could be obtained thereunder if all eligible accounts receivable at such
      time were financed thereunder.

            (i) The Company shall have entered into a Permitted Receivables
      Financing (providing for financing commitments not less than $225,000,000)
      and all conditions to the availability of financing thereunder shall have
      been satisfied. The Company shall have delivered to the Administrative
      Agent copies of all documents entered into in connection with such
      Permitted Receivables Financing together with a certificate signed by a
      Financial Officer to the effect
<PAGE>
                                                                              94


      that the terms and conditions thereof are customary for accounts
      receivable securitization financings.

            (j) The Company shall have terminated all commitments under, and
      paid all amounts accrued and owing under, the Existing Credit Agreement
      (it being understood that Existing Letters of Credit will remain
      outstanding as provided in Section 2.05(k)).

The Administrative Agent shall notify the Company (on behalf of itself and the
Initial Borrower) and the Lenders of the Effective Date, and such notice shall
be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of any Issuing Bank to issue Letters of Credit
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 10.02) at or prior to 5:00 p.m., New
York City time, on February 14, 2003 (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate at such time).

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

            (a) The representations and warranties of each Loan Party set forth
      in the Loan Documents shall be true and correct in all material respects
      on and as of the date of such Borrowing or the date of issuance,
      amendment, renewal or extension of such Letter of Credit, as applicable,
      except to the extent such representations and warranties expressly relate
      to an earlier date, in which case such representations and warranties
      shall have been true and correct as of such earlier date.

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

            (c) In the case of Borrowings to finance the Redemption, (i) there
      shall have been no termination or reduction of the Revolving Commitments,
      (ii) the Permitted Receivables Financing referred to in paragraph (i) of
      Section 4.01 shall remain available and in effect and there shall have
      been no reduction in
<PAGE>
                                                                              95


      the committed amount of financing thereunder, (iii) the Administrative
      Agent shall have received a certificate, dated the date of such Borrowing
      and signed by a Financial Officer, stating that such Borrowings do not
      violate any provisions of any Existing Subordinated Indenture limiting the
      incurrence of Indebtedness and (iv) the Administrative Agent shall have
      received an opinion (addressed to the Administrative Agent and the Lender
      and dated the Term Loan Funding Date) of each of (A) Debevoise & Plimpton,
      special counsel to the Company, in the same form, on a mutatis mutandis
      basis, as the opinion set forth in paragraph (3) of Exhibit B-1 with
      respect to violations of scheduled contracts, or such other form as may be
      reasonably acceptable to the Administrative Agent, and (B) if the Company
      is the Term Loan Borrower, an opinion of Todd DuChene, Esq., general
      counsel of the Company, in the same form, on a mutatis mutandis basis, as
      paragraph (1)(b) of Exhibit B-1 with respect to the Company's authority to
      borrow the Term Loans, or such other form as may be reasonably acceptable
      to the Administrative Agent.

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

            SECTION 4.03. Borrowings by Subsidiary Borrowers; Letters of Credit
for Subsidiary Borrowers. The obligation of each Lender to make the initial Loan
to any Subsidiary Borrower, and of each Issuing Bank to issue, amend, renew or
extend any Letter of Credit on the first occasion for the account of any
Subsidiary Borrower is subject to the satisfaction of the following further
conditions (in addition to the applicable conditions set forth in Section 4.02):

            (a) The Administrative Agent shall have received a favorable written
      opinion (addressed to the Administrative Agent and the Lenders) of one or
      more counsel for such Subsidiary Borrower, reasonably acceptable to the
      Administrative Agent, substantially in the form of Exhibit B-5 or such
      other form as shall be reasonably acceptable to the Administrative Agent.

            (b) The Administrative Agent shall have received such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the organization, existence and good standing of such
<PAGE>
                                                                              96


      Subsidiary Borrower, its authorization to be a Subsidiary Borrower
      hereunder and any other legal matters relating to such Subsidiary Borrower
      or its status as a Subsidiary Borrower, all in form and substance
      reasonably satisfactory to the Administrative Agent and its counsel.

                                    ARTICLE V

                              Affirmative Covenants

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

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

            (a) promptly when available and in any event within 100 days after
      the end of each fiscal year of the Company, its audited consolidated
      balance sheet and related statements of income, stockholders' equity and
      cash flows as of the end of and for such year, setting forth in each case
      in comparative form the figures for the previous fiscal year, all reported
      on by Deloitte & Touche LLP or other independent public accountants of
      recognized national standing (without a "going concern" or like
      qualification or exception and without any qualification or exception as
      to the scope of such audit) to the effect that such consolidated financial
      statements present fairly in all material respects the financial condition
      and results of operations of the Company and its consolidated Subsidiaries
      on a consolidated basis in accordance with GAAP consistently applied
      (except for inconsistencies required by changes to GAAP and changes
      approved by such accountants in accordance with GAAP);

            (b) promptly when available and in any event within 50 days after
      the end of each of the first three fiscal quarters of each fiscal year of
      the Company, its consolidated balance sheet and related statements of
      income, stockholders' equity and cash flows as of the end of and for such
      fiscal quarter and the then elapsed portion of the fiscal year, setting
      forth in each case in comparative form the figures for the corresponding
<PAGE>
                                                                              97


      period or periods of (or, in the case of the balance sheet, as of the end
      of) the previous fiscal year, all certified by one of its Financial
      Officers as presenting fairly in all material respects the financial
      condition and results of operations of the Company and its consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied (except for inconsistencies required by changes to GAAP and
      changes approved by the accountants referred to in clause (a) above in
      accordance with GAAP), subject to normal year-end audit adjustments and
      the absence of footnotes;

            (c) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer of the
      Company (i) certifying as to whether a Default has occurred and, if a
      Default has occurred, specifying the details thereof and any action taken
      or proposed to be taken with respect thereto, (ii) setting forth
      reasonably detailed calculations demonstrating compliance with Sections
      6.11, 6.12, 6.13 and 6.14, (iii) if any change in GAAP or in the
      application thereof has occurred since the date of the Company's audited
      financial statements referred to in Section 3.04 that would affect the
      calculations referred to in clause (ii) above in any material respect if
      such change had not occurred, identifying such change and describing its
      effect on such calculations, and (iv) certifying that no change has
      occurred in any Subsidiary's status as a Material Subsidiary, an
      Immaterial Subsidiary or a Foreign Subsidiary Holding Company (or, if any
      such change has occurred, specifying such change) and identifying each new
      Subsidiary formed or acquired since the previous report hereunder and its
      status as a Material Subsidiary, an Immaterial Subsidiary and/or a Foreign
      Subsidiary Holding Company;

            (d) concurrently with any delivery of financial statements under
      clause (a) above, a certificate of the accounting firm that reported on
      such financial statements stating whether they obtained knowledge during
      the course of their examination of such financial statements of any
      Default (which certificate may be limited to the extent required by
      accounting rules or guidelines); and

            (e) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Company or any Subsidiary, or compliance with the terms of any Loan
<PAGE>
                                                                              98


      Document, as the Administrative Agent or any Lender (acting through the
      Administrative Agent) may reasonably request.

      SECTION 5.02. Notices of Material Events. The Company will furnish to the
Administrative Agent (for distribution to each Lender), prompt written notice of
the following:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Company or any Affiliate thereof that, if adversely determined, could
      reasonably be expected to result in a Material Adverse Effect;

            (c) the occurrence of any ERISA Event that, alone or together with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in liability of the Company and its Subsidiaries in an aggregate
      amount exceeding $20,000,000; and

            (d) any other development that results in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

            SECTION 5.03. Information Regarding Collateral. The Company will
furnish to the Administrative Agent prompt written notice of any change (a) in
any Loan Party's name, (b) in the location of any Loan Party's chief executive
office, (c) in any Loan Party's identity, type of organization or corporate
structure, (d) in any Loan Party's Federal Taxpayer Identification Number or
other organizational number or (e) in any Loan Party's jurisdiction of
organization. The Company agrees not to effect or permit any change referred to
in the preceding sentence unless all filings have been made under the Uniform
Commercial Code or otherwise that are required in order for the Collateral Agent
to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral. The Company will furnish to
the Administrative Agent within 90 days after the Effective Date the documents
contemplated by the proviso to clause (e) of the definition of "Collateral and
Guarantee Requirement",
<PAGE>
                                                                              99


including a favorable written opinion of local counsel in each jurisdiction
where an initial Mortgaged Property is located, substantially in the form of
Exhibit B-4 (or such other form as shall be reasonably acceptable to the
Administrative Agent).

            SECTION 5.04. Existence; Conduct of Business. The Company will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the Company and the
Subsidiaries (as a whole); provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section 6.03
or any sale, transfer, lease or disposition permitted by Section 6.05.

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

            SECTION 5.06. Maintenance of Properties. The Company will, and will
cause each of its Subsidiaries to, keep and maintain all property material to
the Company and the Subsidiaries (as a whole) in good working order and
condition, ordinary wear and tear excepted; provided that the foregoing shall
not prohibit any sale, transfer or disposition permitted by Section 6.05.

            SECTION 5.07. Insurance. The Company will, and will cause each of
its Subsidiaries to, maintain, with financially sound and reputable insurance
companies (a) insurance in such amounts (with no greater risk retention) and
against such risks as are customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or
similar locations and (b) all insurance required to be maintained pursuant to
the Security Documents. The Company will furnish to the Lenders, upon request of
the Administrative
<PAGE>
                                                                             100


Agent, information in reasonable detail as to the insurance so maintained.

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

            SECTION 5.09. Books and Records; Inspection and Audit Rights. The
Company will, and will cause each of its Subsidiaries to, keep proper books of
record and account in accordance with GAAP. The Company will, and will cause
each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender (after notice to, and coordination with, the
Administrative Agent), at the expense of the Administrative Agent or Lender
(unless a Default has occurred and is continuing, in which case the Company
shall pay such expenses) and upon two Business Days' notice (unless a Default
has occurred and is continuing, in which case only reasonable notice under the
circumstances shall be required), to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested; provided that
all such visits and inspections by each Lender shall be limited to one such
inspection and visit per Lender in each year (except when a Default has occurred
and is continuing, in which case there shall be no such limitations on such
inspections and visits).

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

            SECTION 5.11. Use of Proceeds and Letters of Credit; Margin
Regulations. (a) The proceeds of the Term Loans will be used only to fund the
Redemption. The proceeds of the Revolving Loans, Local Currency Loans and
<PAGE>
                                                                             101


Swingline Loans will be used only for working capital and other general
corporate purposes of the Company or any of its Subsidiaries. Letters of Credit
will be issued only to support obligations incurred in the ordinary course of
business of the Company and its Subsidiaries.

            (b) No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.

            SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary
is formed or acquired after the Effective Date, the Company will, within 30 days
after the last day of the fiscal quarter of the Company in which such Subsidiary
was formed or acquired (or in the case of a Material Domestic Subsidiary, within
30 days after the date that such Subsidiary is formed or acquired), notify the
Administrative Agent and the Lenders thereof (which notice shall indicate the
name of such Subsidiary, the jurisdiction in which it is organized and its
status as a Domestic Subsidiary, a Foreign Subsidiary, a Material Subsidiary, an
Immaterial Subsidiary, a Receivables Subsidiary, a Foreign Subsidiary Holding
Company or any combination thereof) and cause the Collateral and Guarantee
Requirement (as applicable) to be satisfied with respect to such Subsidiary and
with respect to any Equity Interest in or Indebtedness of such Subsidiary owned
by or on behalf of any Domestic Loan Party. If any Subsidiary that was not
previously a Material Domestic Subsidiary becomes a Material Domestic
Subsidiary, the Company will, within 30 days after such Subsidiary becomes a
Material Domestic Subsidiary, notify the Administrative Agent thereof (which
notice shall indicate the name of such Subsidiary and the jurisdiction in which
it is organized) and cause the Collateral and Guarantee Requirement to be
satisfied with respect to such Subsidiary.

            SECTION 5.13. Further Assurances. (a) The Company will, and will
cause each other Loan Party to, execute any and all further documents, financing
statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements, fixture filings,
mortgages, deeds of trust and other documents), which are required under any
applicable law, or which the Administrative Agent or the Required Lenders may
reasonably request, to cause the Collateral and Guarantee Requirement to be and
remain satisfied, all at the expense of the Loan Parties. The Company also
agrees to provide to the Administrative Agent, from time to time upon reasonable
request, evidence reasonably satisfactory to the
<PAGE>
                                                                             102


Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

            (b) If any asset or any group of related assets (including any real
property or improvements thereto or any interest therein) having a fair market
value in excess of $2,500,000 is acquired by any Domestic Loan Party after the
Effective Date (other than assets constituting Collateral under the Collateral
Agreement that become subject to the Lien of the Collateral Agreement upon
acquisition thereof or that are expressly excluded as Collateral thereunder),
the Company will notify the Administrative Agent thereof, and, if requested by
the Administrative Agent or the Required Lenders, the Company will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the other Domestic Loan Parties to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect such Liens, including actions described in paragraph (a) of this
Section, all at the expense of the Domestic Loan Parties.

            SECTION 5.14. End of Fiscal Years; Fiscal Quarters. The Company will
cause (a) each of its, and (except as disclosed in Schedule 3.12) each of its
Subsidiaries', fiscal years to end on December 31 of each year and (b) each of
its, and each of its Subsidiaries', fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.

            SECTION 5.15. Foreign Subsidiaries' Security. (a) If following a
change in the relevant sections of the Code or the regulations, rules, rulings,
notices or other official pronouncements issued or promulgated thereunder,
counsel for the Company reasonably acceptable to the Collateral Agent does not
within 60 days after a written request from the Administrative Agent or the
Required Lenders deliver evidence, in form and substance mutually satisfactory
to the Administrative Agent and the Company, with respect to any Material
Subsidiary that is a Foreign Subsidiary or Foreign Subsidiary Holding Company
which has not already had all of its Equity Interests pledged pursuant to the
Security Documents that (i) a pledge (A) of 66-2/3% or more of the total
combined voting power of all classes of Equity Interests of such Foreign
Subsidiary or Foreign Subsidiary Holding Company entitled to vote, and (B) of
any promissory note issued by such Foreign Subsidiary or Foreign Subsidiary
Holding Company to the Company or any Domestic Subsidiary, (ii) the entering
into by such Foreign Subsidiary or Foreign Subsidiary Holding Company of a
security agreement in substantially the form of the
<PAGE>
                                                                             103


Collateral Agreement and (iii) the entering into by such Foreign Subsidiary or
Foreign Subsidiary Holding Company of a Guarantee in substantially the form of
the Collateral Agreement, in any such case would cause all or any portion of the
undistributed earnings of such Foreign Subsidiary or Foreign Subsidiary Holding
Company as determined for Federal income tax purposes to be treated as a deemed
dividend to such Foreign Subsidiary's United States parent for Federal income
tax purposes or otherwise would have any adverse effect on the Company with
respect to Taxes, then (A) in the case of a failure to deliver the evidence
described in clause (i) above, that portion of such Foreign Subsidiary's or
Foreign Subsidiary Holding Company's outstanding Equity Interests or any
promissory notes so issued by such Foreign Subsidiary or Foreign Subsidiary
Holding Company, in each case not theretofore pledged pursuant to the Security
Documents shall be pledged to the Collateral Agent for the benefit of the
Secured Parties pursuant to the Collateral Agreement (or another pledge
agreement in substantially similar form) (it being understood that any such
promissory note shall not be required to be delivered to the Collateral Agent
but shall not be delivered to any other Person to secure any obligation), (B) in
the case of a failure to deliver the evidence described in clause (ii) above,
such Foreign Subsidiary or Foreign Subsidiary Holding Company shall execute and
deliver the Collateral Agreement (or another security agreement in substantially
similar form), granting the Collateral Agent a security interest in all of such
Foreign Subsidiary's or Foreign Subsidiary Holding Company's assets to secure
the Obligations, and (C) in the case of a failure to deliver the evidence
described in clause (iii) above, such Foreign Subsidiary or Foreign Subsidiary
Holding Company shall execute and deliver the Collateral Agreement (or another
Guarantee in substantially similar form), Guaranteeing the Obligations, in each
case to the extent that the entering into such Collateral Agreement or other
Guarantee is permitted by the laws of the respective foreign jurisdiction,
including financial assistance rules, and with all documents delivered pursuant
to this Section 5.15 to be in form and substance reasonably satisfactory to the
Collateral Agent.

            (b) Any Revolving Loans borrowed by (or obligations in respect of
Letters of Credit issued for the account of) any Foreign Subsidiary will be
secured (i) by a pledge of such Foreign Subsidiary's outstanding Equity
Interests or any promissory note issued by such Foreign Subsidiary (in each case
that is owned by the Company or Subsidiary and not theretofore pledged pursuant
to the Collateral Agreement) pursuant to a pledge agreement reasonably
satisfactory in form and substance to the
<PAGE>
                                                                             104


Collateral Agent (it being understood that any such promissory note shall not be
required to be delivered to the Collateral Agent but shall not be delivered to
any other Person to secure any obligation) and (ii) by executing and delivering
a security agreement reasonably satisfactory in form and substance to the
Collateral Agent, granting a security interest in all of such Foreign
Subsidiary's assets to secure the Obligations of such Foreign Subsidiary under
the Loan Documents with respect to such Revolving Loans borrowed by it (or
obligations in respect of such Letters of Credit issued for its account);
provided that the requirements set forth in this paragraph shall not apply to
the extent that compliance therewith would violate applicable law (including
financial assistance rules).

                                   ARTICLE VI

                               Negative Covenants

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

            SECTION 6.01. Indebtedness; Designated Senior Debt. (a) The Company
will not, and will not permit any Subsidiary to, create, incur, assume or permit
to exist any Indebtedness, except:

            (i) Indebtedness created under the Loan Documents (including
      Incremental Term Loans incurred in compliance with Section 2.20 and Local
      Currency Loans incurred pursuant to Section 2.21);

            (ii) Indebtedness existing on the date hereof and set forth in
      Schedule 6.01 (other than the Existing Subordinated Debt) and extensions,
      renewals, refinancings and replacements of any such Indebtedness that do
      not increase the outstanding principal amount thereof (except that such
      outstanding principal amount may be increased by the amount of accrued and
      unpaid interest and premium, if any, thereon at the time of such
      extension, renewal, refinancing or replacement, plus the amount of fees
      and expenses reasonably incurred in connection with such extension,
      renewal, refinancing or replacement) or result in an earlier maturity date
      or decreased weighted average life thereof;
<PAGE>
                                                                             105


            (iii) Subordinated Debt (including the Existing Subordinated Debt);
      provided that (A) in the case of any Subordinated Debt incurred after the
      Effective Date, all the terms and conditions thereof and the related
      Subordinated Debt Documents (including the issuer, amortization,
      maturities, interest rates, covenants, defaults, remedies, sinking fund
      and redemption provisions, subordination provisions and other terms),
      taken as a whole, are not materially less favorable to the Company, and
      the subordination provisions thereof are not less favorable to the
      Lenders, than those of the Existing Subordinated Debt, (B) in the case of
      any Subordinated Debt incurred after the Effective Date, such Subordinated
      Debt shall mature later than, and there shall not be any scheduled
      principal payments in respect thereof due prior to, the date that is six
      months after the last scheduled maturity date of the Loans (other than
      Incremental Term Loans) and scheduled termination date of the Commitments
      hereunder outstanding or in effect when such Subordinated Debt is incurred
      and (C) the Net Proceeds of all Subordinated Debt incurred after the
      Effective Date shall be used to finance Permitted Acquisitions or to
      refinance outstanding Indebtedness of the Company and its Subsidiaries;

            (iv) Indebtedness of the Company to any Subsidiary (other than a
      Receivables Subsidiary) and of any Subsidiary to the Company or any other
      Subsidiary (other than a Receivables Subsidiary); provided that
      Indebtedness of any Subsidiary that is not a Subsidiary Guarantor owing to
      the Company or any Subsidiary Guarantor shall be subject to Section 6.04;

            (v) Guarantees by the Company of Indebtedness of any Subsidiary
      (other than a Receivables Subsidiary) and by any Subsidiary of
      Indebtedness of the Company or any other Subsidiary (other than a
      Receivables Subsidiary); provided that Guarantees by the Company or any
      Subsidiary Guarantor of Indebtedness of any Subsidiary that is not a
      Subsidiary Guarantor shall be subject to Section 6.04;

            (vi) Indebtedness of the Company or any Subsidiary incurred to
      finance the acquisition, construction or improvement of any fixed or
      capital assets, including Capital Lease Obligations and any Indebtedness
      assumed in connection with the acquisition of any such assets or secured
      by a Lien on any such assets prior to the acquisition thereof, and
      extensions, renewals, refinancings and replacements of any such
      Indebtedness
<PAGE>
                                                                             106


      that do not increase the outstanding principal amount thereof (except that
      such outstanding principal amount may be increased by the amount of
      accrued and unpaid interest and premium, if any, thereon at the time of
      such extension, renewal, refinancing or replacement, plus the amount of
      fees and expenses reasonably incurred in connection with such extension,
      renewal, refinancing or replacement); provided that (A) such Indebtedness
      (unless incurred pursuant to any such extension, renewal, refinancing or
      replacement) 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 (vi)
      shall not exceed $100,000,000 at any time outstanding;

            (vii) Indebtedness of a Subsidiary acquired pursuant to a Permitted
      Acquisition that was outstanding at the time of such Permitted Acquisition
      (or Indebtedness assumed at the time of a Permitted Acquisition of an
      asset securing such Indebtedness), and extensions, renewals, refinancings
      and replacements of any such Indebtedness that do not increase the
      outstanding principal amount thereof (except that such outstanding
      principal amount may be increased by the amount of accrued and unpaid
      interest and premium, if any, thereon at the time of such extension,
      renewal, refinancing or replacement, plus the amount of fees and expenses
      reasonably incurred in connection with such extension, renewal,
      refinancing or replacement); provided that (A) such Indebtedness was not
      incurred in connection with, or in anticipation or contemplation of, such
      Permitted Acquisition and (B) the Company and its Subsidiaries are in
      compliance, on a pro forma basis after giving effect to such Permitted
      Acquisition, with the covenants contained in Sections 6.11, 6.12, 6.13 and
      6.14;

            (viii) Indebtedness of any Receivables Subsidiary incurred pursuant
      to any Permitted Receivables Financing;

            (ix) Indebtedness constituting local loans to Foreign Subsidiaries
      by local lenders in jurisdictions outside the United States; provided that
      the aggregate principal amount of all such loans incurred after the
      Effective Date shall not exceed $100,000,000 at any time outstanding;

            (x) overdrafts in respect of any deposit accounts subject to a Cash
      Pooling Arrangement (and Guarantees
<PAGE>
                                                                             107


      in respect of such overdrafts); provided that the total amount of all
      deposits subject to such Cash Pooling Arrangement equals or exceeds the
      total amount of overdrafts subject to such Cash Pooling Arrangement;

            (xi) Senior Debt; provided that (A) the aggregate principal amount
      of Senior Debt incurred after the Effective Date and outstanding at any
      time in reliance on this clause (xi) shall not exceed $250,000,000 plus,
      if at the time Senior Debt is issued in excess of $250,000,000 there
      remains any unutilized amount of the maximum principal amount of
      Incremental Term Loans allowed to be incurred under Section 2.20, such
      unutilized amount, and (B) the Net Proceeds of all Senior Debt shall be
      used to finance Permitted Acquisitions or to refinance Term Loans or
      outstanding Senior Debt; and

            (xii) other Indebtedness in an aggregate principal amount not
      exceeding $100,000,000 at any time outstanding.

            (b) The Company will not, and will not permit any Subsidiary to,
designate any Indebtedness (other than the Obligations) as "Designated Senior
Indebtedness" for purposes of, and as defined in, any of the Subordinated Debt
Documents.

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

            (a) Liens created under the Loan Documents;

            (b) Permitted Encumbrances;

            (c) any Lien on any property or asset of the Company or any
      Subsidiary existing on the date hereof and set forth in Schedule 6.02;
      provided that (i) such Lien shall not apply to any other property or asset
      of the Company or any Subsidiary and (ii) such Lien shall secure only
      those obligations which it secures on the date hereof and extensions,
      renewals, refinancings and replacements thereof that do not increase the
      outstanding principal amount thereof above the principal amount
      outstanding immediately prior to such extension, renewal, refinancing or
      replacement plus accrued interest thereon at the time and premium, if
<PAGE>
                                                                             108


      any, payable in connection therewith and the amount of fees and expenses
      reasonably incurred in connection with such extension, renewal refinancing
      or replacement;

            (d) Liens existing on any property or asset prior to the acquisition
      thereof by the Company or any Subsidiary or existing on any property or
      asset of any Person that becomes a Subsidiary after the date hereof prior
      to the time such Person becomes a Subsidiary; provided that (i) such Lien
      is not created in contemplation of or in connection with such acquisition
      or such Person becoming a Subsidiary, as the case may be, (ii) such Lien
      shall not apply to any other property or assets of the Company or any
      Subsidiary and (iii) such Lien shall secure only those obligations which
      it secures on the date of such acquisition or the date such Person becomes
      a Subsidiary, as the case may be and extensions, renewals, refinancings
      and replacements thereof that do not increase the outstanding principal
      amount thereof above the principal amount outstanding immediately prior to
      such extension, renewal, refinancing or replacement plus accrued interest
      thereon at the time and premium, if any, payable in connection therewith
      and the amount of fees and expenses reasonably incurred in connection with
      such extension, renewal refinancing or replacement;

            (e) Liens (including the interest of a lessor under a capital lease
      transaction) on fixed or capital assets acquired, constructed or improved
      by the Company or any Subsidiary; provided that (i) such Liens secure
      Indebtedness permitted by clause (vi) of Section 6.01, (ii) such Liens 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
      and (iv) such Liens shall not apply to any other property or assets of the
      Company or any Subsidiary;

            (f) licenses, sublicenses, leases or subleases granted to third
      Persons in the ordinary course of business of the Company or any of its
      Subsidiaries;

            (g) precautionary UCC financing statements regarding operating
      leases permitted by this Agreement;
<PAGE>
                                                                             109


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

            (i) additional Liens incurred by the Company and its Subsidiaries on
      property other than Collateral so long as the value of all property
      subject to such Liens, and the Indebtedness and other obligations secured
      thereby, do not exceed $100,000,000 in the aggregate at any time;

            (j) assignments and sales of Receivables and Related Security
      pursuant to a Permitted Receivables Financing and Liens arising pursuant
      to a Permitted Receivables Financing on Receivables and Related Security
      sold or financed in connection with such Permitted Receivables Financing;

            (k) Liens arising under Environmental Laws which (i) are being
      contested in good faith and by appropriate proceedings for which adequate
      reserves have been established in accordance with GAAP or (ii) arise by
      operation of law (and not as a result of any grant or consent by the
      Company or any Subsidiary) to secure performance by the Company or a
      Subsidiary of remediation activity, so long as the Company and its
      Subsidiaries are in compliance with all requirements applicable to such
      remediation activity;

            (l) in the case of Equity Interests issued by a joint venture or a
      non-wholly owned Subsidiary, any call or similar right in the nature of a
      right of first offer or a first refusal right of a third party that is
      also an investor in such joint venture or Subsidiary and, in the case of
      Equity Interests issued by a joint venture or Subsidiary, any call or
      similar right on any nominee, trust or directors' qualifying shares or
      similar arrangements designed to satisfy requirements of applicable local
      laws;

            (m) Liens on cash deposits of the Company and Foreign Subsidiaries
      subject to a Cash Pooling Arrangement or otherwise over bank accounts of
      the Company and Foreign Subsidiaries maintained at the bank or financial
      institution party to such Cash Pooling Arrangement, in each case securing
      liabilities for overdrafts of the Company and Foreign Subsidiaries
      participating in such Cash Pooling Agreement; and

            (n) Liens on assets of Foreign Subsidiaries (including Equity
      Interests of Foreign Subsidiaries
<PAGE>
                                                                             110


      that are owned by Foreign Subsidiaries) securing local loans permitted by
      clause (ix) of Section 6.01(a).

            SECTION 6.03. Fundamental Changes. (a) The Company will not, and
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing, (i) any
Subsidiary (other than a Receivables Subsidiary) may merge into the Company in a
transaction in which the Company is the surviving corporation, (ii) any
Subsidiary (other than a Receivables Subsidiary) may merge into or consolidate
with any other Subsidiary (other than a Receivables Subsidiary) in a transaction
in which the surviving entity is a Subsidiary and (if any party to such merger
or consolidation is a Subsidiary Guarantor) is a Subsidiary Guarantor, (iii) the
Company may permit another Person to merge or consolidate with the Company or a
Subsidiary (other than a Receivables Subsidiary) in order to effect a Permitted
Acquisition (provided that the surviving Person is the Company or a Subsidiary),
(iv) any Subsidiary may liquidate or dissolve if the Company determines in good
faith that such liquidation or dissolution is in the best interests of the
Company and is not materially disadvantageous to the Lenders (provided that a
Subsidiary Guarantor may only liquidate or dissolve into the Company or another
Subsidiary Guarantor) and (v) any Receivables Subsidiary may merge with or into
any other Receivables Subsidiary; provided that any such merger referred to in
any of the foregoing clauses involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

            (b) The Company will not, and will not permit any Subsidiary to,
engage to any extent material to the Company and its Subsidiaries (as a whole)
in any business other than businesses of the type conducted by the Company and
its Subsidiaries on the date of execution of this Agreement and businesses
reasonably related or similar or ancillary thereto.

            SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Company will not, and will not permit any Subsidiary to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a wholly owned Subsidiary prior to such merger) any Equity Interests in
or evidences of indebtedness or other securities (including any option, warrant
or other right to acquire any of the foregoing) of, make or permit to exist
<PAGE>
                                                                             111


any loans or advances to, Guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a division or line of business, except:

            (a) Permitted Acquisitions;

            (b) Permitted Investments;

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

            (d) investments made after the date hereof by the Company or any
      Subsidiary in Equity Interests in any Subsidiary (including investments in
      Subsidiaries formed after the date hereof); provided that (i) any such
      Equity Interests shall be pledged to the extent required to satisfy the
      Collateral and Guarantee Requirement, (ii) the Net Investment Amount shall
      not at any time exceed $300,000,000 and (iii) investments in and loans and
      advances to Excluded Subsidiaries shall be subject to the limitations set
      forth in the definition of the term "Permitted Acquisition" (it being
      understood that investments in Subsidiaries made in reliance upon this
      clause (d) shall not be limited as to amount by this clause other than to
      the extent clause (ii) or (iii) shall apply);

            (e) loans or advances made after the date hereof by the Company to
      any Subsidiary and made by any Subsidiary to the Company or any other
      Subsidiary; provided that (i) any such loans and advances owing to any
      Domestic Loan Party shall constitute Collateral under the Collateral
      Agreement (it being understood that any promissory notes evidencing such
      loans and advances are not required to be delivered to the Collateral
      Agent thereunder, but shall not be delivered to any other Person to secure
      any obligation) and (ii) the amount of such loans and advances made by the
      Company and the Subsidiary Guarantors to Subsidiaries that are not
      Subsidiary Guarantors shall be subject to the limitations set forth in
      clauses (d)(ii) and (d)(iii) above;

            (f) Guarantees by the Company of obligations of any Subsidiary or by
      any Subsidiary of obligations of the Company or any other Subsidiary;
      provided that (i) in the case of any Guarantee of Indebtedness such
      Indebtedness is permitted by Section 6.01, (ii) a
<PAGE>
                                                                             112


      Subsidiary shall not Guarantee any Subordinated Debt or Senior Debt unless
      such Subsidiary is a Subsidiary Guarantor and, in the case of a Guarantee
      of Subordinated Debt, such Guarantee is subordinated to the Obligations on
      terms no less favorable to the Lenders than the subordination provisions
      of such Subordinated Debt and (iii) the amount of Indebtedness and other
      obligations of Subsidiaries that are not Subsidiary Guarantors which is
      Guaranteed by the Company or any Subsidiary Guarantor after the date
      hereof shall not exceed $100,000,000 at any time outstanding;

            (g) investments (i) 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,
      or (ii) received as non-cash consideration in connection with the sale or
      disposition by the Company or any Subsidiary of any property as permitted
      by Section 6.05;

            (h) the Company and its Subsidiaries may acquire and hold accounts
      receivable owing to them, if created or acquired in the ordinary course of
      business and payable or dischargeable in accordance with customary trade
      terms (including the dating of accounts receivable and extensions of
      payment in the ordinary course of business consistent with past practices)
      of the Company or such Subsidiary;

            (i) Swap Agreements entered into in compliance with Section 6.06;

            (j) the Company or any of its Subsidiaries may acquire and hold
      obligations of one or more officers or other employees of the Company or
      its Subsidiaries in connection with such officers' or employees'
      acquisition of shares of common stock in the Company so long as no cash is
      paid by the Company or any of its Subsidiaries in connection with the
      acquisition of any such obligations, and the Company or any Subsidiary may
      make loans to officers or employees of the Company or any Subsidiary to
      fund purchases by such officers or employees of common stock in the
      Company or taxes payable by such officers or employees in respect of the
      exercise of options to purchase capital stock in the Company, and the
      Company or any Subsidiary may make loans to officers or employees of any
      other entity that is the subject of a Permitted Acquisition and will
      become a Subsidiary upon consummation of such Permitted
<PAGE>
                                                                             113


      Acquisition (or has become a Subsidiary pursuant to a Permitted
      Acquisition and is not a wholly-owned Subsidiary) to fund purchases by
      such officers or employees of common stock in the Subsidiary resulting
      from such Permitted Acquisition; provided that the aggregate principal
      amount of all obligations and loans under this clause (j) shall not exceed
      $25,000,000 at any time outstanding;

            (k) loans and advances by the Company and its Subsidiaries to
      employees of the Company and its Subsidiaries for moving and travel
      expenses and other similar expenses, in each case incurred in the ordinary
      course of business, in an aggregate principal amount not to exceed
      $20,000,000 at any time outstanding (determined without regard to any
      write-downs or write-offs of such loans and advances);

            (l) investments in, and loans and advances to, and Guarantees of
      Indebtedness and other obligations of, Persons primarily engaged in
      businesses which are the same, similar, related or ancillary to any of the
      businesses in which the Company and its Subsidiaries are primarily engaged
      on the Effective Date; provided that (i) the aggregate amount of all such
      investments, loans and advances (including those referred to in clause (C)
      of the proviso to Section 6.05) made after the date hereof plus the
      outstanding amount of Indebtedness and other obligations so Guaranteed
      after the date hereof (other than amounts outstanding Guaranteed on the
      date hereof) at any time shall not exceed the sum of (A) $300,000,000
      (determined for each such investment as of the date of such investment),
      (B) any amount available for Restricted Payments pursuant to Section
      6.07(c) (provided that any amounts so invested in reliance upon this
      clause (B) shall be treated as a Restricted Payment for purposes of
      Section 6.07(c)) and (C) the Net Proceeds of any sale or disposition
      (other than to the Company or any Subsidiary), and any dividends or
      distributions, received after the date hereof in respect of any
      investments made after the date hereof in reliance upon this clause (l)
      plus the Net Proceeds received after the date hereof from repayment of the
      principal of any such loans and advances made after the date hereof in
      reliance upon this clause (l) and (ii) if any Person would become a
      Subsidiary of the Company pursuant to any investment proposed to be made
      under this clause but such investment would not qualify as a Permitted
      Acquisition because such Subsidiary would not be wholly owned by the
      Company as a result of such investment,
<PAGE>
                                                                             114


      then such investment must satisfy all the conditions applicable to a
      Permitted Acquisition other than the condition that all the Equity
      Interests in such Subsidiary be acquired; provided further that any
      purchase by the Company or any Subsidiary from the Company or any other
      Subsidiary of an investment, loans and advances made pursuant to this
      clause (l) shall not be construed to constitute an additional investment
      made in reliance on this clause (l);

            (m) pledges or deposits with respect to leases or utilities provided
      to third parties in the ordinary course of business;

            (n) capital stock of the Company acquired by the Company and capital
      stock of a Subsidiary acquired by such Subsidiary, in each case in
      compliance with Section 6.07 and held by the Company or such Subsidiary as
      treasury stock or restored to unissued status or eliminated from
      authorized shares, or options in respect thereof;

            (o) contributions to employee benefits plans of the Company;

            (p) deposits made by the Company and Foreign Subsidiaries in Cash
      Pooling Arrangements;

            (q) extensions of trade credit in the ordinary course;

            (r) investments constituting Capital Expenditures permitted by
      Section 6.11; and

            (s) Special Notes; provided that such Special Notes shall constitute
      Collateral under the Collateral Agreement (it being understood that such
      Special Notes are not required to be delivered to the Collateral Agent
      thereunder, but shall not be delivered to any other Person to secure any
      obligation).

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

            (a) sales of inventory, used, surplus or obsolete equipment and
      Permitted Investments in the ordinary course of business;
<PAGE>
                                                                             115


            (b) sales, transfers, leases and dispositions to the Company or a
      Subsidiary; provided that any such sales, transfers, leases or
      dispositions involving a Subsidiary that is not a Subsidiary Guarantor
      shall be made in compliance with Section 6.08;

            (c) sales or transfers of Receivables and interests therein,
      together with Related Security, pursuant to a Permitted Receivables
      Financing;

            (d) dispositions of delinquent accounts receivable in connection
      with the collection or compromise thereof in the ordinary course of
      business;

            (e) sales or exchanges of any item of real property and/or
      equipment, so long as the purpose of each such sale or exchange is to
      acquire (and results within 360 days before or after such sale or exchange
      in the acquisition of) replacement items of real property and/or equipment
      which are at least the functional equivalent of the item of real property
      and/or equipment so sold or exchanged;

            (f) the license in the ordinary course of business of patents,
      trademarks, servicemarks, trade names, technology, know-how and formulas
      or other rights to third Persons and to one another, so long as each such
      license is permitted to be assigned by the Company or any of its
      Subsidiaries pursuant to the Collateral Agreement (to the extent that a
      security interest in such patents, trademarks, servicemarks, trade names,
      technology, know-how and formulas or other rights is granted thereunder)
      and does not otherwise prohibit the granting of a Lien by the Company or
      any of its Subsidiaries pursuant to the Collateral Agreement in the
      intellectual property covered by such license;

            (g) leases or subleases granted by the Company or any Subsidiary to
      third Persons not interfering in any material respect with the business of
      the Company or any of its Subsidiaries;

            (h) sales of other assets; provided that either (A) the fair market
      value of all assets sold pursuant to any single transaction (or series of
      related transactions) in reliance upon this clause shall not exceed
      $2,500,000 or (B) in the case of transactions that do not satisfy (A)
      above, the aggregate fair market value of all assets sold in reliance upon
      this clause shall not exceed $25,000,000 during any fiscal year;
<PAGE>
                                                                             116


            (i) sales, transfers and other dispositions of assets that are not
      permitted by any other clause of this Section; provided that the aggregate
      fair market value of all assets sold, transferred or otherwise disposed of
      in reliance upon this clause during any fiscal year (excluding warehouses,
      customer service facilities and other administrative facilities, to the
      extent that the Net Proceeds from the sale, transfer or disposition
      thereof are applied to prepay Term Loans pursuant to Section 2.11(c), in
      which case, and to such extent, such sales, transfers and dispositions
      shall not be subject to this limitation) shall not exceed $100,000,000;

            (j) the issuance or sale by a Subsidiary of Equity Interests to the
      Company or another Subsidiary in compliance with Section 6.04; and

            (k) the granting of any Lien permitted by Section 6.02;

provided that (A) all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) or (j) above) shall be made for
fair value, (B) all sales, transfers and dispositions permitted by clause (h) or
(i) above shall be made for at least 80% Cash Consideration (it being understood
that consideration in the form of the assumption by the purchaser of
Indebtedness secured by assets sold, or, in the case of the sale of a
Subsidiary, Indebtedness of such Subsidiary, shall be ignored for purposes of
determining compliance with such 80% Cash Consideration requirement) and (C) if
the Company or any Subsidiary sells, transfers or otherwise disposes of Equity
Interests in a Subsidiary (other than (1) any Excluded Subsidiary, (2) any
Subsidiary the investments in which (including Guarantees) already constitute
investments made in reliance on clause (l) of Section 6.04 prior to such sale,
transfer or disposition, (3) any Subsidiary Guarantor that remains a Subsidiary
Guarantor under the Collateral Agreement after giving effect to such sale,
transfer or disposition, so long as it remains a Subsidiary Guarantor, and (4)
any Subsidiary that was not a Subsidiary Guarantor prior to giving effect to
such sale, transfer or disposition, if and so long as there is no agreement or
other arrangement that prohibits, restricts or imposes any condition upon the
ability of such Subsidiary, or former Subsidiary, to pay dividends or other
distributions with respect to any shares of its capital stock thereafter that
did not previously exist prior to such sale, transfer or disposition, other than
those imposed by law) to a Person other than the Company or another Subsidiary
and such sale,
<PAGE>
                                                                             117


transfer or disposition does not include all Equity Interests in such Subsidiary
owned by the Company and its other Subsidiaries or the Company or any other
Subsidiary remain liable for any Guarantee of Indebtedness or other obligations
of such Subsidiary, then, upon such sale, transfer or disposition (or, if not
required to do so by reason of an exception described in clause (3) or (4)
above, then upon any failure to continue to satisfy the requirements of such
exception), each of the Company and its Subsidiaries that holds any remaining
investments (whether in the form of Equity Interests, loans or advances) in such
Subsidiary (or former Subsidiary) or continues to Guarantee any Indebtedness or
other obligations of such Subsidiary (or former Subsidiary) shall be deemed to
have made such investments on the date of such sale, transfer or disposition (or
the date of the failure to continue to satisfy the relevant exception, if
applicable) (in an amount equal to the fair market value of such investments on
such date or the amount so Guaranteed on such date, as applicable) in reliance
upon clause (l) of Section 6.04 (it being understood that such sale, transfer or
disposition shall not be permitted if such investments and Guarantees would not
be permitted under clause (l) of Section 6.04).

            SECTION 6.06. Swap Agreements. The Company will not, and will not
permit any of its Subsidiaries to, enter into any Swap Agreement, except (a)
Swap Agreements entered into to hedge or mitigate risks to which the Company or
any Subsidiary has actual exposure (other than those in respect of Equity
Interests or Subordinated Debt of the Company or any of its Subsidiaries) and
(b) Swap Agreements entered into in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or
investment of the Company or any Subsidiary; provided that Swap Agreements
providing for the payment by the Company and its Subsidiaries of floating rates
in exchange for fixed rate payments shall be subject to the conditions that (i)
the aggregate notional amount of Indebtedness subject to such Swap Agreements
shall not exceed 25% of Total Indebtedness and (ii) at the time of and after
giving effect to any such Swap Agreement, at least 50% of Total Indebtedness
will be comprised of Indebtedness effectively bearing interest at a fixed rate
(taking into account the effect of all Swap Agreements, whether fixed to
floating or floating to fixed).

            SECTION 6.07. Restricted Payments; Certain Payments of Indebtedness.
(a) The Company will not, and will not permit any Subsidiary to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted
<PAGE>
                                                                             118


Payment, or incur any obligation (contingent or otherwise) to do so, except:

            (i) the Company may declare and pay dividends, with respect to its
      common stock, payable solely in additional shares of its common stock and,
      with respect to its preferred stock, payable solely in additional shares
      of such preferred stock or in shares of common stock of the Company;

            (ii) any Subsidiary may make Restricted Payments to the Company or
      any other Subsidiary of the Company;

            (iii) any Subsidiary that is not a wholly owned Subsidiary may
      declare and pay dividends to its shareholders ratably with respect to each
      such shareholder's ownership interest in such Subsidiary;

            (iv) the Company may repurchase its common stock upon the exercise
      of stock options if such common stock represents a portion of the exercise
      price thereof;

            (v) the Company may repurchase payment-in-kind preferred stock
      issued by it on or prior to the Effective Date; provided that the
      aggregate amount of such repurchases shall not exceed $30,000,000 during
      the term of this Agreement;

            (vi) the Company and the Subsidiaries may make payments in respect
      of any redemption, repurchase, acquisition, cancelation or other
      retirement for value of shares of capital stock of the Company or options,
      stock appreciation rights or similar securities, in each case held by then
      current or former officers, directors or employees of the Company or any
      of its Subsidiaries (or their estates or beneficiaries under their
      estates) or by an employee benefit plan, in each case upon the death,
      disability, retirement or termination of employment of such officers,
      directors and employees, and the Company may redeem or repurchase shares
      of its common stock or options in respect thereof in connection with the
      repurchase provisions under employee stock option or stock purchase
      agreements or other agreements to compensate management employees and
      non-employee directors, and the Company and the Subsidiaries may make
      payments in respect of any redemption, repurchase, acquisition,
      cancelation or other retirement for value of capital stock of any
      Subsidiary or options in respect thereof that are the subject of any
      employee stock option or stock purchase plan of such Subsidiary if such
      Subsidiary was acquired
<PAGE>
                                                                             119


      pursuant to a Permitted Acquisition; provided that the aggregate amount of
      all such payments made after the Effective Date shall not exceed
      $50,000,000;

            (vii) the Company and the Subsidiaries (including the Subsidiary
      that is the issuer of the applicable Equity Interest) may acquire any
      Equity Interest in a Subsidiary in which the Company or any other
      Subsidiary already holds a majority interest, but, in the event such
      Equity Interest is not acquired by the issuer thereof, only to the extent
      such acquisition of Equity Interests is permitted by Section 6.04;

            (viii) the Company or any Subsidiary may acquire Equity Interests
      issued by it in exchange for other Equity Interests issued by it pursuant
      to transactions not involving other consideration;

            (ix) if after the Effective Date the Company completes a single
      offering (on one occasion including the exercise of any over-allotment
      option) of its common stock resulting in Net Proceeds not less than
      $50,000,000, then the Company or any Subsidiary may make Restricted
      Payments with the Net Proceeds therefrom; provided that (A) such Net
      Proceeds are not relied upon for any other purpose of this Agreement that
      allows any expenditure, investment or payment based on Net Proceeds of an
      equity offering, and (B) the aggregate amount of all Restricted Payments
      permitted by this clause (ix) shall not exceed $50,000,000; and

            (x) the Company and its Subsidiaries may make Restricted Payments to
      the extent permitted by paragraph (c) of this Section.

            (b) The Company will not, and will not permit any Subsidiary to,
make or agree to pay or make, directly or indirectly, any voluntary or optional
payment or other distribution (whether in cash, securities or other property) of
or in respect of principal of any Indebtedness, or any voluntary or optional
payment or other distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancelation or termination of any
Indebtedness, except:

            (i) any such payment of Indebtedness created under the Loan
      Documents;
<PAGE>
                                                                             120


            (ii) the Redemption and any other refinancings of Indebtedness to
      the extent permitted by Section 6.01;

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

            (iv) any such payments of Indebtedness permitted by paragraph (c) of
      this Section;

            (v) any such payments of the Company's 7-1/8% senior notes due
      December 15, 2005;

            (vi) any such payments of Indebtedness incurred in reliance on
      clause (vii), (ix) or (xii) of Section 6.01(a); and

            (vii) any such payments of Senior Debt or Subordinated Debt made
      with the Net Proceeds of any common stock issued by the Company after the
      Effective Date; provided that (A) such Net Proceeds are not relied upon
      for any other purpose of this Agreement that allows any expenditure,
      investment or payment based on Net Proceeds of an equity offering, (B)
      such payments are made within twelve months after such Net Proceeds are
      received and (C) the aggregate amount of all such payments permitted by
      this clause (vii) shall not exceed $50,000,000.

            (c) The Company may, and may permit any Subsidiary to, make
Restricted Payments and payments of Indebtedness not otherwise permitted by this
Section; provided that at the time of and after giving effect to each such
Restricted Payment and each such payment of Indebtedness (and any incurrence of
Indebtedness related thereto) (i) no Default shall have occurred and be
continuing, (ii) the Total Leverage Ratio shall not exceed 3.5 to 1.0 and (iii)
the aggregate amount of all Restricted Payments and payments of Indebtedness
made in reliance on this paragraph (c) after the Effective Date shall not exceed
the sum of (x) $75,000,000 and (y) an amount equal to 50% of Consolidated Net
Income (adjusted to exclude charges and expenses up to $50,000,000 in the
aggregate in respect of the Redemption and the establishment of the Company's
current Permitted Receivables Financing and the credit facilities established
under this Agreement) for each fiscal quarter of the Company ended after the
Effective Date and prior to the date of determination for which Consolidated Net
Income is a positive amount.
<PAGE>
                                                                             121


            SECTION 6.08. Transactions with Affiliates. The Company will not,
and will not permit any Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions that are at prices and on terms and
conditions not less favorable to the Company or such Subsidiary (or, in the case
of transactions between or among the Company or any Subsidiary Guarantor, on the
one hand, and any Subsidiary that is not a Subsidiary Guarantor, on the other
hand, not less favorable to the Company or such Subsidiary Guarantor, as the
case may be) than could be obtained on an arm's-length basis from unrelated
third parties, (b) transactions between or among the Company and the Subsidiary
Guarantors not involving any other Affiliate, (c) any Restricted Payment
permitted by Section 6.07 (other than a Restricted Payment under clause (vii) of
Section 6.07(a)), (d) any transactions expressly contemplated by any agreement
set forth on Schedule 6.08, as in effect on the date hereof, (e) any merger or
consolidation of the Company or any wholly owned Subsidiary with any other
wholly owned Subsidiary, in each case if permitted by Section 6.03, and (f) any
investment by the Company or any Subsidiary in a Subsidiary, in each case if
permitted by Section 6.04.

            SECTION 6.09. Restrictive Agreements. The Company will not, and will
not permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Company or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to the Company or any other Subsidiary or to Guarantee Indebtedness of the
Company or any other Subsidiary; provided that (i) the foregoing shall not apply
to restrictions and conditions imposed by law or by any Loan Document or
Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions
and conditions existing on the date hereof identified on Schedule 6.09 (but
shall apply to any amendment or modification expanding the scope of any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness
<PAGE>
                                                                             122


permitted by this Agreement or any Permitted Receivables Financing if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness or the Receivables and Related Security subject to such Permitted
Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall
not apply to customary provisions in leases and licensing agreements restricting
the assignment thereof, (vi) clause (b) of the foregoing shall not apply to
restrictions or conditions imposed on a Receivables Subsidiary by a Permitted
Receivables Financing, and (vii) clause (b) of the foregoing shall not apply to
restrictions or conditions imposed on a Foreign Subsidiary by the terms of any
Indebtedness of such Foreign Subsidiary permitted by clause (ix) of Section
6.01(a).

            SECTION 6.10. Amendment of Material Documents. The Company will not,
and will not permit any Subsidiary to, amend, modify or waive any of its rights
under any Subordinated Debt Document in a manner that, in the opinion of the
Administrative Agent, in its sole discretion, adversely affects in any material
respect the rights or interests of the Lenders.

            SECTION 6.11. Capital Expenditures. (a) The Company will not permit
the aggregate amount of Capital Expenditures made by the Company and the
Subsidiaries in any fiscal year to exceed (i) $110,000,000, in the case of the
fiscal year ending December 31, 2003, (ii) $120,000,000, in the case of the
fiscal year ending December 31, 2004, (iii) $130,000,000, in the case of any
fiscal year ending on December 31, 2005, or (iv) $140,000,000, in the case of
any fiscal year ending thereafter. The amount of permitted Capital Expenditures
set forth in the immediately preceding sentence in respect of any fiscal year
ending on or after December 31, 2004, shall be increased (but not by more than
50%) by the excess, if any, of (i) the amount of Capital Expenditures permitted
pursuant to the preceding sentence in the immediately preceding fiscal year
(disregarding any Capital Expenditures permitted by reason of this sentence)
less (ii) the aggregate amount of Capital Expenditures made by the Company and
the Subsidiaries in such preceding fiscal year.

            (b) Notwithstanding paragraph (a) above, the Company and its
Subsidiaries may make Capital Expenditures consisting of (i) the application of
the Net Proceeds of a casualty or other insured damage to, or any taking under
power of eminent domain or by condemnation or similar proceeding of, any
property or asset of the Company or any Subsidiary, in each case within 360 days
after such event, or (ii) the application of the Net Proceeds of a Prepayment
<PAGE>
                                                                             123


Event described in clause (a) of the definition of the term "Prepayment Event"
to make Capital Expenditures within 360 days after receipt of such Net Proceeds
based on an election by the Company to do so as contemplated by clause (i) of
the proviso to the first sentence of Section 2.11(c). Capital Expenditures
described in the preceding sentence shall be disregarded for purposes of
determining compliance with paragraph (a) of this Section.

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

<TABLE>
<CAPTION>
                Period                                           Ratio
                ------                                           -----
<S>                                                           <C>
      June 30, 2003 to and
      including December 31, 2003                             2.75 to 1.00

      January 1, 2004 to and
      including December 31, 2004                             3.00 to 1.00

      thereafter                                              3.25 to 1.00
</TABLE>

            SECTION 6.13. Total Leverage Ratio. The Company will not permit the
Total Leverage Ratio as of the last day of any fiscal quarter ending during any
period set forth below to exceed the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                Period                                           Ratio
                ------                                           -----
<S>                                                           <C>
      March 31, 2003 to and
      including December 31, 2003                             4.25 to 1.00

      January 1, 2004 to and
      including December 31, 2004                             4.00 to 1.00

      January 1, 2005 to and
      including December 31, 2005                             3.75 to 1.00

      thereafter                                              3.50 to 1.00
</TABLE>

            SECTION 6.14. Senior Leverage Ratio. The Company will not permit the
Senior Leverage Ratio as of the last day
<PAGE>
                                                                             124


of any fiscal quarter ending during any period set forth below to exceed the
ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                Period                                           Ratio
                ------                                           -----
<S>                                                           <C>
      March 31, 2003 to and
      including December 31, 2003                             3.50 to 1.00

      January 1, 2004 to and
      including December 31, 2004                             3.25 to 1.00

      thereafter                                              3.00 to 1.00
</TABLE>

                                   ARTICLE VII

                                Events of Default

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

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

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

            (c) any representation or warranty made or deemed made by or on
      behalf of the Company or any Subsidiary in or in connection with any Loan
      Document or any amendment or modification thereof or waiver thereunder, or
      in any certificate, written statement or other document furnished pursuant
      to or in connection with any Loan Document or any amendment or
      modification thereof or waiver thereunder, shall prove to have been
      incorrect in any material respect when made or deemed made;

            (d) the Company shall fail to observe or perform any covenant,
      condition or agreement contained in
<PAGE>
                                                                             125


      Section 5.02, 5.04 (with respect to the existence of any Borrower) or 5.11
      or in Article VI;

            (e) any Loan Party shall fail to observe or perform any covenant or
      agreement contained in any Loan Document (other than those specified in
      clause (a), (b) or (d) of this Article), and such failure shall continue
      unremedied for a period of 30 days after notice thereof from the
      Administrative Agent to the Company (which notice will be given promptly
      at the request of any Lender);

            (f) the Company or any Subsidiary shall fail to make any payment
      (whether of principal or interest and regardless of amount) in respect of
      any Material Indebtedness, when and as the same shall become due and
      payable (after giving effect to the period of grace, if any, applicable to
      such payment by the terms of such Material Indebtedness);

            (g) any event or condition occurs that (i) results in any Material
      Indebtedness becoming due prior to its scheduled maturity, (ii) enables or
      permits the holder or holders of any Material Indebtedness or any trustee
      or agent on its or their behalf to cause any Material Indebtedness to
      become due, or to require the prepayment, repurchase, redemption or
      defeasance thereof, prior to its scheduled maturity, or (iii) results in
      the termination of a Permitted Receivables Financing prior to its
      scheduled termination (other than a voluntary termination by the Company)
      or enables or permits the financing parties thereunder or any trustee or
      agent on their behalf to terminate a Permitted Receivables Financing;
      provided that this clause (g) shall not apply to (A) secured Indebtedness
      that becomes due as a result of the voluntary sale or transfer of, or
      casualty event affecting, the property or assets securing such
      Indebtedness, (B) Indebtedness of a Subsidiary that is sold pursuant to a
      transaction permitted by this Agreement and becomes due as a result of
      such sale, (C) Indebtedness of any Person acquired pursuant to a Permitted
      Acquisition if such Indebtedness was outstanding prior to such Permitted
      Acquisition and becomes due as a result of such Permitted Acquisition;
      provided that such Indebtedness is promptly repaid or (D) any such event
      or condition that has the effect described in clause (ii) above if (x)
      such event or condition relates to a change in the tax treatment or
      anticipated tax treatment of, or a change in law affecting, other
      investment characteristics of the
<PAGE>
                                                                             126


      relevant Material Indebtedness, but is not in the nature of a default,
      breach or violation by the Company or any Subsidiary and does not relate
      to the creditworthiness of the Company or any Subsidiary or any act or
      failure to act by the Company or any Subsidiary and (y) any Indebtedness
      that becomes due or is required to be prepaid, repurchased or redeemed as
      a result of such event or condition is promptly repaid, prepaid,
      repurchased or redeemed;

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

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

            (j) the Company, the Initial Borrower, any Subsidiary Borrower or
      any Material Subsidiary shall become unable, admit in writing its
      inability or fail generally to pay its debts as they become due;
<PAGE>
                                                                             127


            (k) one or more judgments for the payment of money in an aggregate
      amount (to the extent not fully covered by insurance as to which the
      insurer has acknowledged liability) in excess of $20,000,000 shall be
      rendered against the Company, any Subsidiary or any combination thereof
      and the same shall remain undischarged for a period of 30 consecutive days
      during which execution shall not be effectively stayed, or any action
      shall be legally taken by a judgment creditor to attach or levy upon any
      assets of the Company or any Subsidiary to enforce any such judgment;

            (l) an ERISA Event shall have occurred that, in the opinion of the
      Required Lenders, when taken together with all other ERISA Events that
      have occurred, could reasonably be expected to result in a Material
      Adverse Effect;

            (m) any Lien purported to be created under any Security Document
      shall cease to be, or shall be asserted by any Loan Party not to be, a
      valid and perfected Lien on any Collateral (other than Collateral having
      an aggregate value not exceeding $10,000,000), with the priority required
      by the applicable Security Document, except (i) as a result of the sale or
      other disposition of the applicable Collateral in a transaction permitted
      under the Loan Documents or (ii) as a result of the Collateral Agent's
      failure to maintain possession of any stock certificates, promissory notes
      or other instruments delivered to it under any Security Document, or to
      file any financing statement after receiving notice from the Company that
      such filing is required and specifying all information necessary to effect
      such filing; or

            (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company,
the Initial Borrower or any Subsidiary Borrower described in clause (h) or (i)
of this Article), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Company (on behalf of itself, the Initial Borrower and
the Subsidiary Borrowers), take either or both of the following actions, at the
same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon
<PAGE>
                                                                             128


the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrowers
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company, the Initial Borrower and the Subsidiary Borrowers;
and in case of any event with respect to the Company, the Initial Borrower or
any Subsidiary Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Company, the Initial Borrower and the
Subsidiary Borrowers.

                                  ARTICLE VIII

                            The Administrative Agent

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

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

            The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Company or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required
<PAGE>
                                                                             129


Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.02) or in the absence of its
own gross negligence or wilful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by any Borrower or a Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

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

            The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative
<PAGE>
                                                                             130


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

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Banks and the Company.
Upon any such resignation, the Required Lenders shall have the right, with the
consent of the Company (which consent shall not be unreasonably withheld or
delayed), to appoint a successor. If no successor shall have been so appointed
by the Required Lenders with the consent of the Company and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders and the Issuing Banks, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Initial Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Initial Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own
<PAGE>
                                                                             131


decisions in taking or not taking action under or based upon this Agreement, any
other Loan Document or related agreement or any document furnished hereunder or
thereunder.

            The provisions of this Article shall also apply to the Collateral
Agent with the same effect as if named as the Administrative Agent herein.

                                   ARTICLE IX

                         Collection Allocation Mechanism

            SECTION 9.01. Implementation of CAM. (a) On the CAM Exchange Date,
(i) the Commitments shall terminate as provided in Article VII, (ii) all Local
Currency Loans shall be converted into, and all such amounts due thereunder
shall accrue and be payable in, Dollars at the applicable Exchange Rates on such
date, and on and after such date the interest rate applicable to all Local
Currency Loans shall be the rate applicable to overdue ABR Revolving Loans
hereunder and (iii) the Lenders shall automatically and without further act (and
without regard to the provisions of Section 10.04) be deemed to have exchanged
interests in the Credit Facilities and Local Currency Loans such that in lieu of
the interest of each Lender in each Credit Facility and Local Currency Loan in
which it shall participate as of such date (including such Lender's interest in
the Specified Obligations of each Loan Party in respect of each such Credit
Facility and Local Currency Loan), such Lender shall hold an interest in every
one of the Credit Facilities and Local Currency Loans (including the Specified
Obligations of each Loan Party in respect of each such Credit Facility and Local
Currency Loan and each LC Reserve Account established pursuant to Section 9.02
below), whether or not such Lender shall previously have participated therein,
equal to such Lender's CAM Percentage thereof. Each Lender, the Company, and
each Borrower hereby consents and agrees to the CAM Exchange, and each Lender
agrees that the CAM Exchange shall be binding upon its successors and assigns
and any Person that acquires a participation in its interests in any Credit
Facility or Local Currency Loan. Each Borrower agrees from time to time to
execute and deliver to the Administrative Agent all promissory notes and other
instruments and documents as the Administrative Agent shall reasonably request
to evidence and confirm the respective interests of the Lenders after giving
effect to the CAM Exchange, and each Lender agrees to surrender any promissory
notes originally received by it in connection with its Loans hereunder to the
Administrative Agent against delivery of new promissory notes evidencing its
interests in the Credit
<PAGE>
                                                                             132


Facilities and Local Currency Loans; provided that the failure of any Borrower
to execute or deliver or of any Lender to accept any such promissory note,
instrument or document shall not affect the validity or effectiveness of the CAM
Exchange.

            (b) As a result of the CAM Exchange, upon and after the CAM Exchange
Date, each payment received by the Administrative Agent or Collateral Agent
pursuant to any Loan Document in respect of the Specified Obligations, and each
distribution made by the Collateral Agent pursuant to any Security Documents in
respect of the Specified Obligations, shall be distributed to the Lenders pro
rata in accordance with their respective CAM Percentages. Any direct payment
received by a Lender upon or after the CAM Exchange Date, including by way of
set-off, in respect of a Specified Obligation shall be paid over to the
Administrative Agent for distribution to the Lenders in accordance herewith.

            SECTION 9.02. Letters of Credit. (a) In the event that on the CAM
Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or
in part, or any amount drawn under a Letter of Credit shall not have been
reimbursed by the applicable Borrower or with the proceeds of a Revolving
Borrowing, each Revolving Lender shall promptly pay over to the Administrative
Agent, in immediately available funds, an amount in Dollars equal to such
Revolving Lender's Applicable Percentage (as notified to such Lender by the
Administrative Agent) of such Letter of Credit's undrawn face amount or (to the
extent it has not already done so) such Letter of Credit's unreimbursed drawing
(in each case, based on the Dollar Amount thereof, in the case of any Local
Letters of Credit), together with interest thereon from the CAM Exchange Date to
the date on which such amount shall be paid to the Administrative Agent at the
rate that would be applicable at the time to an ABR Revolving Loan in a
principal amount equal to such amount, as the case may be. The Administrative
Agent shall establish a separate account or accounts for each Lender (each, an
"LC Reserve Account") for the amounts received with respect to each such Letter
of Credit pursuant to the preceding sentence. The Administrative Agent shall
deposit in each Lender's LC Reserve Account such Lender's CAM Percentage of the
amounts received from the Revolving Lenders as provided above. The
Administrative Agent shall have sole dominion and control over each LC Reserve
Account, and the amounts deposited in each LC Reserve Account shall be held in
such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d)
or (e) below. The Administrative Agent shall maintain records enabling it to
<PAGE>
                                                                             133


determine the amounts paid over to it and deposited in the LC Reserve Accounts
in respect of each Letter of Credit and the amounts on deposit in respect of
each Letter of Credit attributable to each Lender's CAM Percentage. The amounts
held in each Lender's LC Reserve Account shall be held as a reserve against the
LC Exposure, shall be the property of such Lender, shall not constitute Loans to
or give rise to any claim of or against any Loan Party and shall not give rise
to any obligation on the part of any Borrower to pay interest to such Lender, it
being agreed that the reimbursement obligations in respect of Letters of Credit
shall arise only at such times as drawings are made thereunder, as provided in
Section 2.05.

            (b) In the event that after the CAM Exchange Date any drawing shall
be made in respect of a Letter of Credit, the Administrative Agent shall, at the
request of the applicable Issuing Bank, withdraw from the LC Reserve Account of
each Lender any amounts, up to the amount of such Lender's CAM Percentage of
such drawing, deposited in respect of such Letter of Credit and remaining on
deposit and deliver such amounts to such Issuing Bank in satisfaction of the
reimbursement obligations of the Revolving Lenders under Section 2.05(e) (but
not of the applicable Borrower under Section 2.05(e)). In the event any
Revolving Lender shall default on its obligation to pay over any amount to the
Administrative Agent in respect of any Letter of Credit as provided in this
Section 9.02, the applicable Issuing Bank shall, in the event of a drawing
thereunder, have a claim against such Revolving Lender to the same extent as if
such Lender had defaulted on its obligations under Section 2.05(e), but shall
have no claim against any other Lender in respect of such defaulted amount,
notwithstanding the exchange of interests in the reimbursement obligations
pursuant to Section 9.01. Each other Lender shall have a claim against such
defaulting Revolving Lender for any damages sustained by it as a result of such
default, including, in the event such Letter of Credit shall expire undrawn, its
CAM Percentage of the defaulted amount.

            (c) In the event that after the CAM Exchange Date any Letter of
Credit shall expire undrawn, the Administrative Agent shall withdraw from the LC
Reserve Account of each Lender the amount remaining on deposit therein in
respect of such Letter of Credit and distribute such amount to such Lender.

            (d) With the prior written approval of the Administrative Agent and
each Issuing Bank with an outstanding Letter of Credit, any Lender may withdraw
<PAGE>
                                                                             134


the amount held in its LC Reserve Account in respect of the undrawn amount of
any Letter of Credit. Any Lender making such a withdrawal shall be
unconditionally obligated, in the event there shall subsequently be a drawing
under such Letter of Credit, to pay over to the Administrative Agent in Dollars,
for the account of the applicable Issuing Bank on demand, its CAM Percentage of
such drawing.

            (e) Pending the withdrawal by any Lender of any amounts from its LC
Reserve Account as contemplated by the above paragraphs, the Administrative
Agent will, at the direction of such Lender and subject to such rules as the
Administrative Agent may prescribe for the avoidance of inconvenience, invest
such amounts in Permitted Investments. Each Lender that has not withdrawn its
amounts in its LC Reserve Account as provided in paragraph (d) above shall have
the right, at intervals reasonably specified by the Administrative Agent, to
withdraw the earnings on investments so made by the Administrative Agent with
amounts in its LC Reserve Account and to retain such earnings for its own
account.

                                    ARTICLE X

                                  Miscellaneous

            SECTION 10.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by facsimile, as follows:

            (i) if to the Company, the Initial Borrower or any Subsidiary
      Borrower, to it in care of the Company at Fisher Scientific International
      Inc., Liberty Lane, Hampton, New Hampshire 03842, Attention of Todd M.
      DuChene, Esq., (Facsimile No. (603) 929-2703), with a copy (in the case of
      any notice relating to a Default) to William B. Beekman, Esq., Debevoise &
      Plimpton, 919 Third Avenue, New York, NY 10022 (Facsimile No. (212)
      909-6836);

            (ii) if to the Administrative Agent, to JPMorgan Chase Bank, Loan
      and Agency Services Group, 1111 Fannin Street, 10th Floor, Houston, Texas
      77002, Attention of Shaw Chandrasekaren (Facsimile No. (713) 750-2782),
      with a copy to JPMorgan Chase Bank, 270 Park Avenue,
<PAGE>
                                                                             135


      (4th Floor), New York, New York 10017, Attention of James Ely (Facsimile
      No. (212) 270-5127);

            (iii) if to an Issuing Bank, to it at its address (or facsimile
      number) set forth in its Administration Questionnaire (unless such Issuing
      Bank has specified another address or facsimile number by notice to the
      Company and the Administrative Agent);

            (iv) if to a Swingline Lender, to it at its address (or facsimile
      number) set forth in its Administration Questionnaire (unless such
      Swingline Lender has specified another address or facsimile number by
      notice to the Company and the Administrative Agent); and

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

            (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Company (on behalf of itself or any Borrower) may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or communications.

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

            SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders
hereunder and under the other Loan Documents are cumulative
<PAGE>
                                                                             136


and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, the Collateral Agent,
any Lender or any Issuing Bank may have had notice or knowledge of such Default
at the time.

            (b) Except as provided in Section 2.20 with respect to an
Incremental Term Loan Amendment, neither this Agreement nor any other Loan
Document nor any provision hereof or thereof may be waived, amended or modified
except, in the case of this Agreement, pursuant to an agreement or agreements in
writing entered into by the Company, the Borrowers and the Required Lenders or,
in the case of any other Loan Document, pursuant to an agreement or agreements
in writing entered into by the Administrative Agent or Collateral Agent (as
applicable) and the Loan Party or Loan Parties that are parties thereto, in each
case with the consent of the Required Lenders; provided that no such agreement
shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
maturity of any Loan, or any scheduled date of payment of the principal amount
of any Term Loan under Section 2.10, or the required date of reimbursement of
any LC Disbursement, or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the provisions of
this Section or the percentage set forth in the definition of "Required Lenders"
or any other provision of any Loan Document specifying the number or percentage
of Lenders (or Lenders of any Class) required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender (or each Lender of such Class, as the
case may be), (vi) release the Company or any Subsidiary Guarantor from its
Guarantee under the Collateral
<PAGE>
                                                                             137


Agreement (except as expressly provided in the Collateral Agreement), or limit
its liability in respect of such Guarantee, without the written consent of each
Lender, (vii) release all or substantially all of the Collateral from the Liens
of the Security Documents, without the written consent of each Lender, (viii)
change any provisions of any Loan Document in a manner that by its terms
adversely affects the rights in respect of payments due to Lenders holding Loans
of any Class differently than those holding Loans of any other Class, without
the written consent of Lenders holding a majority in interest of the outstanding
Loans and unused Commitments of each affected Class, or (ix) amend, modify or
waive any condition precedent set forth in Section 4.02 with respect to the
making of Revolving Loans, without the written consent of Revolving Lenders
holding a majority in interest of the Revolving Commitments; provided further
that (A) no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent, the Collateral Agent, any Issuing Bank or
any Swingline Lender without the prior written consent of the Administrative
Agent, the Collateral Agent, such Issuing Bank or such Swingline Lender, as the
case may be, and (B) any waiver, amendment or modification of this Agreement
that by its terms affects the rights or duties under this Agreement of the
Revolving Lenders (but not the Term Loan Lenders and the Incremental Term Loan
Lenders), the Term Loan Lenders (but not the Revolving Lenders and the
Incremental Term Loan Lenders) or the Incremental Term Loan Lenders of any Class
(but not the Revolving Lenders, Term Loan Lenders and Incremental Term Loan
Lenders of any other Class) may be effected by an agreement or agreements in
writing entered into by the Company, the Borrowers and requisite percentage in
interest of the affected Class of Lenders that would be required to consent
thereto under this Section if such Class of Lenders were the only Class of
Lenders hereunder at the time. Notwithstanding the foregoing, any provision of
this Agreement may be amended by an agreement in writing entered into by the
Company, the Borrowers, the Required Lenders and the Administrative Agent (and,
if their rights or obligations are affected thereby, the Issuing Banks and the
Swingline Lenders) if (i) by the terms of such agreement the Commitment of each
Lender not consenting to the amendment provided for therein shall terminate upon
the effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement. In furtherance of
clause (ix) of this Section 10.02(b), (i) any amendment or modification to or
waiver of Section 6.11,
<PAGE>
                                                                             138


6.12, 6.13 or 6.14 of this Agreement or (ii) any amendment or modification to or
waiver of any provision of this Agreement or any other Loan Document at a time
when any Default has occurred and is continuing, and that would have the effect
of eliminating any such Default, shall not be deemed to be effective for
purposes of determining whether the conditions precedent set forth in Section
4.02 to the making of any Revolving Loan have been satisfied unless the
Revolving Lenders holding a majority in interest of the Revolving Commitments
shall have consented to such amendment, modification or waiver; provided that
the foregoing shall not be construed to affect any amendment or modification to
any provision of this Agreement or any other Loan Document (other than any
amendment or modification to Section 6.11, 6.12, 6.13 or 6.14 of this Agreement)
if no Default has occurred and is continuing at the time of such amendment or
modification.

            SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Initial
Borrower shall pay or cause to be paid (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, the Collateral Agent and their Affiliates,
including the reasonable fees, charges and disbursements of a single firm of
counsel for the Administrative Agent and the Collateral Agent (and any
additional counsel retained in any local jurisdiction in connection with matters
relating to the laws of such jurisdiction), in connection with the syndication
of the credit facilities provided for herein, the preparation and administration
of the Loan Documents or any amendments, modifications or waivers of the
provisions thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by any Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
Collateral Agent, any Issuing Bank or any Lender after any Default, including
the reasonable fees, charges and disbursements of any counsel for the
Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

            (b) The Initial Borrower shall indemnify or cause to be indemnified
the Administrative Agent, the Collateral
<PAGE>
                                                                             139


Agent, each Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (other than in respect of Taxes, which shall be
governed by Section 2.17), including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of any actual
or prospective claim, litigation, investigation or proceeding (whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto) relating to or arising out of (i) the execution or delivery of
any Loan Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by an Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), or (iii) any actual or alleged presence or release of Hazardous
Materials on or from any Mortgaged Property or any other property currently or
formerly owned or operated by the Company or any of its Subsidiaries, or any
Environmental Liability related in any way to the Company or any of its
Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses resulted from the gross negligence or wilful misconduct of such
Indemnitee or any of its Related Parties. The Initial Borrower shall indemnify
each Lender for all losses, costs and expenses suffered or incurred by such
Lender as a result of the conversion of the currency of any Obligation pursuant
to Section 9.01 or 9.02, including foreign exchange losses.

            (c) To the extent that the Initial Borrower fails to pay or cause to
be paid any amount required to be paid by it to the Administrative Agent, the
Collateral Agent, any Issuing Bank or any Swingline Lender under paragraph (a)
or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Collateral Agent, such Issuing Bank or such Swingline
Lender, as the case may be, such Lender's pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent,
<PAGE>
                                                                             140


the Collateral Agent, such Issuing Bank or such Swingline Lender in its capacity
as such. For purposes hereof, a Lender's "pro rata share" shall be determined
based upon its share of the sum of the total Revolving Exposures, outstanding
Term Loans and Incremental Term Loans and unused Commitments at the time.

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

            (e) All amounts due under this Section shall be payable promptly
after written demand therefor, accompanied by an invoice or other summary of the
amount or amounts payable.

            SECTION 10.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i)
neither the Company nor any Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Company or a Borrower without
such consent shall be null and void), except as expressly provided in Section
2.23 with respect to assignments by the Initial Borrower to the Company and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section. Nothing in this Agreement, express or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assignees permitted hereby (including
any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Collateral Agent, the Issuing Banks and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

            (b)(i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or
<PAGE>
                                                                             141


more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

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

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

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

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

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

            (C) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment
<PAGE>
                                                                             142


      and Assumption, together with a processing and recordation fee of $3,500;
      and

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

            For purposes of this Section 10.04(b), the term "Approved Fund" has
the following meaning:

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

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this Section 10.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Company and the Borrowers, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Company, the Borrowers, the
Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms
<PAGE>
                                                                             143


hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Company, the Borrowers, any Issuing Bank and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

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

            (c)(i) Any Lender may, without the consent of the Company, any
Borrower, the Administrative Agent, the Collateral Agent, any Issuing Bank or
any Swingline Lender, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (A) such Lender's obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (C) the
Company, the Borrowers, the Administrative Agent, the Collateral Agent, the
Issuing Banks and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement and the other Loan Documents. Any agreement or instrument
pursuant to which a Lender sells such participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.02(b) that
affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Company and each Borrower agree that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
<PAGE>
                                                                             144


entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18(c) as though it were a
Lender.

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

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

            SECTION 10.05. Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the
Collateral Agent, any Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article
VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions
<PAGE>
                                                                             145


contemplated hereby, the repayment or assignment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

            SECTION 10.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this Agreement.

            SECTION 10.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 10.08. Right of Set-Off. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set-off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Company or any Borrower against any of and all the obligations of the Company or
such Borrower now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement and although such
<PAGE>
                                                                             146


obligations may be unmatured. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of set-off)
which such Lender may have.

            SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

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

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

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to
<PAGE>
                                                                             147


this Agreement to serve process in any other manner permitted by law.

            SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

            SECTION 10.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            SECTION 10.12. Confidentiality. Each of the Administrative Agent,
the Collateral Agent, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement or to any direct or
indirect contractual counterparty to a Swap Agreement entered into by it or any
of its Affiliates relating to Loans hereunder (or to any professional advisor to
such counterparty), (g) with the consent of the Company or (h) to the extent
such Information (i) becomes publicly available
<PAGE>
                                                                             148


other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender
on a non-confidential basis from a source other than the Company. For the
purposes of this Section, "Information" means all information received from the
Company or any Borrower relating to the Company or any Borrower or its business,
other than any such information that is available to the Administrative Agent,
the Collateral Agent, any Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Company; provided that, in the case of information
received from the Company after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

            SECTION 10.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

            SECTION 10.14. Intercreditor Agreements. (a) Each Lender and Issuing
Bank authorizes the Collateral Agent to enter into one or more Intercreditor
Agreements, and any amendments thereto or modifications thereof, and agrees that
each such Intercreditor Agreement, amendment or modification so entered into by
the Collateral Agent shall be binding upon such Lender or Issuing Bank and their
respective successors and assigns.
<PAGE>
                                                                             149


            (b) The Collateral Agent agrees to furnish to the Lenders and
Issuing Banks a draft of each Intercreditor Agreement, or amendment or
modification thereto, prior to entering into such Intercreditor Agreement,
amendment or modification.
<PAGE>
                                                                             150


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
<PAGE>
                                                                             151


                                        FISHER SCIENTIFIC INTERNATIONAL INC.,


                                        by
                                           _____________________________________
                                           Name:
                                           Title:
<PAGE>
                                                                             152


                                        FISHER SCIENTIFIC COMPANY L.L.C.,

                                              by FISHER SCIENTIFIC
                                                 INTERNATIONAL INC.,
                                                 manager and sole member


                                              by
                                                 _______________________________
                                                 Name:
                                                 Title:
<PAGE>
                                                                             153


                                        JPMORGAN CHASE BANK, individually
                                        and as Administrative Agent,


                                        by
                                           _____________________________________
                                           Name:
                                           Title:
<PAGE>
                                                                             154


                                        SIGNATURE PAGE TO THE CREDIT AGREEMENT
                                        DATED AS OF FEBRUARY 14, 2003, AMONG
                                        FISHER SCIENTIFIC INTERNATIONAL INC.,
                                        FISHER SCIENTIFIC COMPANY L.L.C., THE
                                        LENDERS PARTY THERETO AND JPMORGAN CHASE
                                        BANK, AS ADMINISTRATIVE AGENT.

                                        Name of Institution:

                                        ________________________________________


                                              by
                                                 _______________________________
                                                 Name:
                                                 Title: