<PAGE>


                                                                    EXHIBIT 10.1

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

                                CREDIT AGREEMENT

                                      among

                                  INFOUSA INC.,

                                VARIOUS LENDERS,

                                       and

                             BANK OF AMERICA, N.A.,
                             as ADMINISTRATIVE AGENT

                                 U.S. BANK, N.A.
                              as SYNDICATION AGENT

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

                            Dated as of March 6, 2002
                          as Amended and Restated as of
                                  May 27, 2003

                         BANK OF AMERICA SECURITIES LLC,
                     as LEAD ARRANGER AND SOLE BOOK MANAGER

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
Section 1 DEFINITIONS AND ACCOUNTING TERMS.......................................................................    1

         1.01.    Defined Terms..................................................................................    1

Section 2 AMOUNT AND TERMS OF CREDIT............................................................................    27

         2.01.    The Commitments...............................................................................    27

         2.02.    Minimum Amount of Each Borrowing..............................................................    30

         2.03.    Notice of Borrowing...........................................................................    30

         2.04.    Disbursement of Funds.........................................................................    31

         2.05.    Notes.........................................................................................    32

         2.06.    Conversions...................................................................................    33

         2.07.    Pro Rata Borrowings...........................................................................    34

         2.08.    Interest......................................................................................    34

         2.09.    Interest Periods..............................................................................    35

         2.10.    Increased Costs, Illegality, etc..............................................................    36

         2.11.    Compensation..................................................................................    38

         2.12.    Change of Lending Office......................................................................    38

         2.13.    Replacement of Lenders........................................................................    39

         2.14.    Limitation on Additional Amounts..............................................................    40

Section 3 LETTERS OF CREDIT.....................................................................................    40

         3.01.    Letters of Credit.............................................................................    40

         3.02.    Maximum Letter of Credit Outstandings; Final Maturities.......................................    41

         3.03.    Letter of Credit Requests; Minimum Stated Amount..............................................    41

         3.04.    Letter of Credit Participations...............................................................    42

         3.05.    Agreement to Repay Letter of Credit Drawings..................................................    44

         3.06.    Increased Costs...............................................................................    45

Section 4 COMMITMENT FEE; FEES; REDUCTIONS OF COMMITMENT........................................................    46

         4.01.    Fees..........................................................................................    46

         4.02.    Voluntary Termination of Unutilized Revolving Loan Commitments................................    47

         4.03.    Mandatory Reduction of Commitments............................................................    47

Section 5 PREPAYMENTS; PAYMENTS; TAXES..........................................................................    48

         5.01.    Voluntary Prepayments.........................................................................    48
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         5.02.    Mandatory Repayments and Commitment Reductions................................................    49

         5.03.    Method and Place of Payment...................................................................    53

         5.04.    Net Payments..................................................................................    53

Section 6     CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE RESTATEMENT EFFECTIVE DATE...........................    55

         6.01.    Execution of Agreement; Disclosure Letter; Notes..............................................    55

         6.02.    Officer's Certificate.........................................................................    55

         6.03.    Opinions of Counsel...........................................................................    55

         6.04.    Corporate Documents; Proceedings; etc.........................................................    56

         6.05.    Plans; Shareholders' Agreements; Employment Agreements; Existing Indebtedness Agreements......    56

         6.07.    Adverse Change, etc...........................................................................    57

         6.08.    Litigation....................................................................................    58

         6.09.    Pledge Agreement..............................................................................    58

         6.10.    Security Agreement............................................................................    58

         6.11.    Mortgages.....................................................................................    58

         6.12.    Evidence of Perfection, etc...................................................................    59

         6.13.    Subsidiaries Guaranty.........................................................................    60

         6.14.    Insurance Policies............................................................................    60

         6.16.    Financial Statements; Projections.............................................................    60

         6.17.    Solvency Certificate; Insurance Certificates..................................................    60

         6.18.    Senior Subordinated Note Compliance...........................................................    60

         6.19.    Fees, etc.....................................................................................    61

         6.20.    Consummation of the Refinancing...............................................................    61

Section 7     CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.........................................................    61

         7.01.    No Default; Representations and Warranties....................................................    61

         7.02.    Notice of Borrowing; Letter of Credit Request.................................................    62

Section 8     REPRESENTATIONS, WARRANTIES AND AGREEMENTS........................................................    62

         8.01.    Organizational Status.........................................................................    62

         8.02.    Power and Authority...........................................................................    63
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         8.03.    No Violation..................................................................................    63

         8.04.    Approvals.....................................................................................    63

         8.05.    Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc..........    63

         8.06.    Litigation....................................................................................    65

         8.07.    True and Complete Disclosure..................................................................    65

         8.08.    Use of Proceeds; Margin Regulations...........................................................    65

         8.09.    Tax Returns and Payments......................................................................    65

         8.10.    Compliance with ERISA.........................................................................    66

         8.11.    The Security Documents........................................................................    67

         8.12.    Representations and Warranties in the Credit Documents........................................    68

         8.13.    Properties....................................................................................    68

         8.14.    Capitalization................................................................................    68

         8.15.    Subsidiaries..................................................................................    68

         8.16.    Compliance with Statutes, etc.................................................................    69

         8.17.    Investment Company Act........................................................................    69

         8.18.    Public Utility Holding Company Act............................................................    69

         8.19.    Environmental Matters.........................................................................    69

         8.20.    Labor Relations...............................................................................    70

         8.21.    Patents, Licenses, Franchises and Formulas....................................................    70

         8.22.    Indebtedness..................................................................................    70

         8.23.    Refinancing...................................................................................    70

         8.24.    Insurance.....................................................................................    71

         8.25.    Senior Subordinated Notes.....................................................................    71

Section 9     AFFIRMATIVE COVENANTS.............................................................................    71

         9.01.    Information Covenants.........................................................................    71

         9.02.    Books, Records and Inspections; Annual Meetings...............................................    74

         9.03.    Maintenance of Property; Insurance............................................................    74

         9.04.    Existence; Franchises.........................................................................    75

         9.05.    Compliance with Statutes, etc.................................................................    75
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         9.06.    Compliance with Environmental Laws............................................................    76

         9.07.    ERISA.........................................................................................    76

         9.08.    End of Fiscal Years; Fiscal Quarters..........................................................    78

         9.09.    Performance of Obligations....................................................................    78

         9.10.    Payment of Taxes..............................................................................    78

         9.11.    Additional Security; Further Assurances.......................................................    78

         9.12.    Use of Proceeds...............................................................................    79

         9.13.    Foreign Subsidiaries Security.................................................................    79

         9.14.    Margin Stock..................................................................................    80

         9.15.    Permitted Acquisitions........................................................................    80

Section 10    NEGATIVE COVENANTS................................................................................    83

         10.01.   Liens.........................................................................................    83

         10.02.   Consolidation, Merger, Purchase or Sale of Assets, etc........................................    86

         10.03.   Dividends.....................................................................................    87

         10.04.   Indebtedness..................................................................................    88

         10.05.   Advances, Investments and Loans...............................................................    90

         10.06.   Transactions with Affiliates..................................................................    92

         10.07.   Consolidated Fixed Charge Coverage Ratio......................................................    93

         10.08.   Maximum Total Leverage Ratio..................................................................    93

         10.09.   Maximum Senior Leverage Ratio.................................................................    93

         10.10.   Minimum Consolidated EBITDA...................................................................    94

         10.11.   Consolidated Net Worth........................................................................    94

         10.12.   Limitation on Voluntary Payments and Modifications of Certain Indebtedness; Modifications of
                  Certificate of Incorporation, By-Laws and Certain Other Agreements, etc.......................    94

         10.13.   Limitation on Certain Restrictions on Subsidiaries............................................    95

         10.14.   Limitation on Issuance of Capital Stock.......................................................    96

         10.15.   Business......................................................................................    96

         10.16.   Limitation on Creation of Subsidiaries........................................................    96

Section 11    EVENTS OF DEFAULT.................................................................................    97

         11.01.   Payments......................................................................................    97
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         11.02.   Representations, etc..........................................................................    97

         11.03.   Covenants.....................................................................................    97

         11.04.   Default Under Other Agreements................................................................    98

         11.05.   Bankruptcy, etc...............................................................................    98

         11.06.   ERISA.........................................................................................    98

         11.07.   Security Documents............................................................................    99

         11.08.   Subsidiaries Guaranty.........................................................................    99

         11.09.   Judgments.....................................................................................    99

         11.10.   Change of Control.............................................................................   100

Section 12    THE ADMINISTRATIVE AGENT..........................................................................   100

         12.01.   Appointment...................................................................................   100

         12.02.   Nature of Duties..............................................................................   101

         12.03.   Lack of Reliance on the Administrative Agent..................................................   101

         12.04.   Certain Rights of the Administrative Agent....................................................   101

         12.05.   Reliance......................................................................................   102

         12.06.   Indemnification...............................................................................   102

         12.07.   The Administrative Agent in its Individual Capacity...........................................   102

         12.08.   Holders.......................................................................................   102

         12.09.   Resignation by the Administrative Agent.......................................................   103

         12.10.   Issuing Lender................................................................................   103

Section 13    MISCELLANEOUS.....................................................................................   103

         13.01.   Payment of Expenses, etc......................................................................   103

         13.02.   Right of Setoff...............................................................................   105

         13.03.   Notices.......................................................................................   105

         13.04.   Benefit of Agreement; Assignments; Participations.............................................   105

         13.05.   No Waiver; Remedies Cumulative................................................................   108

         13.06.   Payments Pro Rata.............................................................................   108

         13.07.   Calculations; Computations; Accounting Terms..................................................   109

         13.08.   GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL........................   109
</TABLE>

                                      -v-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         13.09.   Counterparts.................................................................................     110

         13.11.   Headings Descriptive.........................................................................     111

         13.12.   Amendment or Waiver; etc.....................................................................     111

         13.13.   Survival.....................................................................................     113

         13.14.   Domicile of Loans............................................................................     113

         13.15.   Register.....................................................................................     113

         13.16.   Confidentiality..............................................................................     113

         13.17.   Certain Agreements with respect to the Senior Subordinated Notes.............................     114
</TABLE>

                                      -vi-

<PAGE>

SCHEDULE I                 Commitments
SCHEDULE II                Lender Addresses
SCHEDULE III               Disclosure Letter

EXHIBIT A                  Notice of Borrowing
EXHIBIT B-1                Term Note
EXHIBIT B-2                Revolving Note
EXHIBIT B-3                Swingline Note
EXHIBIT C                  Letter of Credit Request
EXHIBIT D                  Section 5.04(b)(ii) Certificate
EXHIBIT E-1                Opinion of Robins Kaplan Miller & Ciresi LLP
EXHIBIT E-2                Opinion of Illinois Counsel
EXHIBIT E-3                Opinion of Iowa and Nebraska Counsel
EXHIBIT E-4                Opinion of Wisconsin Counsel
EXHIBIT F                  Officers' Certificate
EXHIBIT G                  Pledge Agreement
EXHIBIT H                  Security Agreement
EXHIBIT I                  Subsidiaries Guaranty
EXHIBIT J                  Solvency Certificate
EXHIBIT K                  Assignment and Assumption Agreement
EXHIBIT L                  Intercompany Note
EXHIBIT M                  Subordination Provisions
EXHIBIT N                  Mortgage
EXHIBIT O                  Compliance Certificate

                                     -vii-

<PAGE>

         CREDIT AGREEMENT, dated as of March 6, 2002 as amended and restated as
of May 27, 2003 among INFOUSA INC., a Delaware corporation (the "Borrower"), the
Lenders party hereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent") (all
capitalized terms used herein and defined in Section 1 are used herein as
therein defined).

                              W I T N E S S E T H :

         WHEREAS, the Borrower, the Lenders, and the Administrative Agent are
parties to a Credit Agreement dated as of March 6, 2002, (as heretofore amended
or modified, the "Existing Credit Agreement") pursuant to which the Lenders
agreed to extend credit to the Borrower;

         WHEREAS, the parties to this Agreement have agreed to amend the
Existing Credit Agreement so as to, among other things, (i) revise the terms of
the Loans, (ii) provide for certain entities to become or cease to be Lenders
hereunder, (iii) revise certain covenants of the Borrower, and (iv) make certain
other changes to the Existing Credit Agreement;

         WHEREAS. the parties hereto desire to amend and restate in its entirety
the Existing Credit Agreement;

         NOW, THEREFORE, IT IS AGREED, that effective as of the Restatement
Effective Date, the Existing Credit Agreement is amended and restated in its
entirety as follows:

                                   SECTION 1

                        DEFINITIONS AND ACCOUNTING TERMS.

         1.01. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

                  "Acquired EBITDA" of any Acquired Entity or Business acquired
         pursuant to a Permitted Acquisition shall mean the consolidated
         "EBITDA" of such Acquired Entity or Business calculated on a basis
         consistent with the calculation of Consolidated EBITDA under this
         Agreement and reasonably approved by the Administrative Agent.

                  "Acquired Entity or Business" shall have the meaning provided
         in the definition of "Permitted Acquisition."

                  "Additional Security Documents" shall have the meaning
         provided in Section 9.11.

                  "Administrative Agent" shall mean Bank of America, in its
         capacity as Administrative Agent for the Lenders hereunder, and shall
         include any successor to the Administrative Agent appointed pursuant to
         Section 12.09.

<PAGE>

                  "Affiliate" shall mean, with respect to any Person, any other
         Person directly or indirectly controlling (including, but not limited
         to, all directors and officers of such Person), controlled by, or under
         direct or indirect common control with, such Person. A Person shall be
         deemed to control another Person if such Person possesses, directly or
         indirectly, the power (i) to vote 10% or more of the securities having
         ordinary voting power for the election of directors of such corporation
         or (ii) to direct or cause the direction of the management and policies
         of such other Person, whether through the ownership of voting
         securities, by contract or otherwise; provided that neither the
         Administrative Agent nor any Lender (nor any affiliate thereof) shall
         be considered an Affiliate of the Borrower or any Subsidiary thereof.

                  "Agreement" shall mean this Credit Agreement, as modified,
         supplemented, amended, restated (including any amendment and
         restatement hereof), extended, renewed, refinanced or replaced from
         time to time.

                  "Applicable Margin" shall mean with respect to Term Loans, ,
         Revolving Loans, Swingline Loans and Commitment Fees, from and after
         any Start Date to and including the corresponding End Date, the
         respective percentage per annum set forth below under the respective
         Type of Term Loans, Revolving Loans, Swingline Loans or Commitment Fees
         and opposite the respective Level (i.e., Level 1, Level 2, Level 3,
         Level 4, or Level 5, as the case may be) indicated to have been
         achieved on the applicable Test Date for such Start Date (as shown on
         the respective officer's certificate delivered pursuant to Section
         9.01(f) or the first proviso below):

<TABLE>
<CAPTION>
                                APPLICABLE MARGIN FOR      APPLICABLE MARGINS FOR
                                   EURODOLLAR LOANS            BASE RATE LOANS
                                ----------------------    -----------------------
               CONSOLIDATED                               REVOLVING
                  TOTAL                                   LOANS, AND
                LEVERAGE        REVOLVING       TERM      SWINGLINE         TERM       COMMITMENT
 LEVEL            RATIO           LOANS         LOANS       LOANS           LOANS         FEES
-------------------------------------------------------------------------------------------------
<S>         <C>                 <C>             <C>       <C>               <C>        <C>
    1       TLR > or = 3.00:1     3.000%        4.000%      2.000%          3.000%       0.500%

    2       TLR > or = 2.50:1     2.750%        4.000%      1.750%          3.000%       0.500%
            but < 3.00:1

    3       TLR > or = 2.00:1     2.500%        4.000%      1.500%          3.000%       0.450%
            but < 2.50:1

    4       TLR > or = 1.50:1     2.250%        4.000%      1.250%          3.000%       0.400%
            but < 2.00:1

    5       TLR <1.50:1           2.000%        4.000%      1.000%          3.000%       0.350%
</TABLE>

                                      -2-
<PAGE>

         provided, however, that if the Borrower fails to deliver the financial
         statements required to be delivered pursuant to Section 9.01(b) or (c)
         (accompanied by the officer's certificate required to be delivered
         pursuant to Section 9.01(f) showing the applicable Consolidated Total
         Leverage Ratio on the relevant Test Date) on or prior to the respective
         date required by such Sections, then Level 1 pricing shall apply until
         such time, if any, as the financial statements required as set forth
         above and the accompanying officer's certificate have been delivered
         showing the pricing for the respective Margin Reduction Period is at a
         level which is less than Level 1 (it being understood that, in the case
         of any late delivery of the financial statements and officer's
         certificate as so required, the Applicable Margin, if any, shall apply
         only from and after the date of the delivery of the complying financial
         statements and officer's certificate); provided further, that subject
         to Section 2.08(c), Level 1 pricing shall apply at any time when any
         Default or Event of Default is in existence. Notwithstanding anything
         to the contrary contained in the immediately preceding sentence, Level
         2 pricing shall apply for the period from the Initial Borrowing Date to
         but not including the date which is the first Start Date after the
         Borrower's fiscal quarter ending on March 31, 2003. The Applicable
         Margin in respect of Commitment Fees is sometimes called the Commitment
         Fee Rate.

                  "Asset Sale" shall mean any sale, transfer or other
         disposition by the Borrower or any of its Subsidiaries to any Person
         (including by way of redemption by such Person) other than to the
         Borrower or a Wholly-Owned Subsidiary of the Borrower of any asset
         (including, without limitation, any capital stock or other securities
         of, or equity interests in, another Person) other than sales of assets
         pursuant to Sections 10.02(ii), (iii), (viii) and (ix).

                  "Assignment and Assumption Agreement" shall mean an Assignment
         and Assumption Agreement substantially in the form of Exhibit K, or in
         any other form approved by the Administrative Agent (appropriately
         completed).

                  "Bank of America" shall mean Bank of America, N.A., in its
         individual capacity, and any successor corporation thereto by merger,
         consolidation or otherwise.

                  "Bankruptcy Code" shall have the meaning provided in Section
         11.05.

                  "Base Rate" shall mean for any day a fluctuating rate per
         annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1%
         and (b) the rate of interest in effect for such day as publicly
         announced from time to time by Bank of America as its "prime rate."
         Such rate is a rate set by Bank of America based upon various factors
         including Bank of America's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans, which may be priced at, above, or below such
         announced rate. Any change in such rate announced by Bank of America
         shall take effect at the

                                      -3-
<PAGE>

         opening of business on the day specified in the public announcement of
         such change.

                  "Base Rate Loan" shall mean (i) each Swingline Loan and (ii)
         each other Loan designated or deemed designated as such by the Borrower
         at the time of the incurrence thereof or conversion thereto.

                  "Borrower" shall have the meaning provided in the first
         paragraph of this Agreement.

                  "Borrowing" shall mean the borrowing of one Type of Loan of a
         single Tranche from all the Lenders having Commitments (or from the
         Swingline Lender in the case of Swingline Loans) on a given date (or
         resulting from a conversion or conversions on such date) having in the
         case of Eurodollar Loans the same Interest Period, provided that Base
         Rate Loans incurred pursuant to Section 2.10(b) shall be considered
         part of the related Borrowing of Eurodollar Loans.

                  "Business Day" shall mean (i) for all purposes other than as
         covered by clause (ii) below, any day except Saturday, Sunday and any
         day which shall be in New York, New York or Chicago, Illinois or
         Charlotte, North Carolina a legal holiday or a day on which banking
         institutions are authorized or required by law or other government
         action to close and (ii) with respect to all notices and determinations
         in connection with, and payments of principal and interest on,
         Eurodollar Loans, any day which is a Business Day described in clause
         (i) above and which is also a day for trading by and between banks in
         the interbank Eurodollar market.

                  "Capital Expenditures" shall mean, with respect to any Person,
         all capital expenditures by such Person, as the same are (or would in
         accordance with GAAP be) set forth in the consolidated statement of
         cash flows of the Borrower and its Subsidiaries, exclusive of (A)
         expenditures made in connection with the acquisition of assets in any
         Permitted Acquisition, and (B) expenditures made in connection with the
         replacement or restoration of assets to the extent financed (i) from
         insurance proceeds paid on account of the loss of or damage to the
         assets being replaced or restored, or (ii) with proceeds from the sale
         or other disposition of an asset which is replaced within 180 days from
         such sale or other disposition with another asset performing the same
         or a similar function.

                  "Capitalized Lease Obligations" shall mean, with respect to
         any Person, all rental obligations of such Person which, under GAAP,
         are or will be required to be capitalized on the books of such Person,
         in each case taken at the amount thereof accounted for as indebtedness
         in accordance with such principles.

                  "Cash Equivalents" shall mean, as to any Person, (i)
         securities issued or directly and fully guaranteed or insured by the
         United States or any agency or

                                      -4-
<PAGE>

         instrumentality thereof (provided that the full faith and credit of the
         United States is pledged in support thereof) having maturities of not
         more than one year from the date of acquisition, (ii) marketable direct
         obligations issued by the District of Columbia or any state of the
         United States or any political subdivision of the District of Columbia
         or 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 one of the two highest ratings obtainable from
         either Standard & Poor's Ratings Services or Moody's Investors Service,
         Inc., (iii) Dollar denominated time deposits and certificates of
         deposit of any commercial bank having, or which is the principal
         banking subsidiary of a bank holding company having, a long-term
         unsecured debt rating of at least "A" or the equivalent thereof from
         Standard & Poor's Ratings Services or "A2" or the equivalent thereof
         from Moody's Investors Service, Inc. with maturities of not more than
         one year from the date of acquisition by such Person, (iv) repurchase
         obligations with a term of not more than 30 days for underlying
         securities of the types described in clause (i) above entered into with
         any bank meeting the qualifications specified in clause (iii) above,
         (v) commercial paper issued by any Person incorporated in the United
         States rated at least A-1 or the equivalent thereof by Standard &
         Poor's Ratings Services or at least P-1 or the equivalent thereof by
         Moody's Investors Service, Inc. and in each case maturing not more than
         one year after the date of acquisition by such Person, (vi) investments
         in money market funds substantially all of whose assets are comprised
         of securities of the types described in clauses (i) through (v) above,
         and (vii) in the case of any Foreign Subsidiary, (A) direct obligations
         of the sovereign nation (or any agency thereof) in which such Foreign
         Subsidiary is organized or is conducting business or in obligations
         fully and unconditionally guaranteed by such sovereign nation (or any
         agency thereof) having maturities of not more than one year from the
         date of acquisition or (B) obligations of the type and maturity
         described in clauses (iii), (iv) or (v) above of foreign obligors,
         which obligations or obligors (or the parents of such obligors) have
         ratings described in such clauses or equivalent ratings from comparable
         foreign rating agencies.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as the same may be amended
         from time to time, 42 U.S.C. Section 9601 et seq.

                  "Change of Control" shall mean (i) any Person or "group"
         (within the meaning of Sections 13(d) and 14(d) under the Securities
         Exchange Act, as in effect on the Original Effective Date), other than
         a Permitted Holder, shall (A) have acquired beneficial ownership of 30%
         or more on a fully diluted basis of the voting and/or economic interest
         in the Borrower's capital stock or (B) obtained the power (whether or
         not exercised) to elect a majority of the Borrower's directors or (ii)
         the Board of Directors of the Borrower shall cease to consist of a
         majority of Continuing Directors or (iii) any "change of control"
         under, and as defined in, the Senior Subordinated Note Indenture shall
         occur.

                                      -5-
<PAGE>

                  "Change of Law" shall have the meaning provided in Section
         11.06.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time, and the regulations promulgated and rulings
         issued thereunder. Section references to the Code are to the Code, as
         in effect at the date of this Agreement and any subsequent provisions
         of the Code, amendatory thereof, supplemental thereto or substituted
         therefor.

                  "Collateral" shall mean all property (whether real or
         personal) with respect to which any security interests have been
         granted (or purported to be granted) pursuant to any Security Document,
         including, without limitation, all Pledge Agreement Collateral, all
         Security Agreement Collateral, all Mortgaged Properties and all cash
         and Cash Equivalents delivered as collateral pursuant to Section 5.02
         or 11.

                  "Collateral Agent" shall mean the Administrative Agent acting
         as collateral agent for the Secured Creditors pursuant to the Security
         Documents.

                  "Collective Bargaining Agreements" shall have the meaning
         provided in Section 6.05.

                  "Commitment" shall mean any of the commitments of any Lender,
         (i.e., whether the Term Loan Commitment, or the Revolving Loan
         Commitment).

                  "Commitment Fee" shall have the meaning provided in Section
         4.01(a).

                  "Commitment Fee Rate" shall have the meaning provided in the
         definition of Applicable Margin.

                  "Consolidated Capital Expenditures" shall mean, for any
         period, all Capital Expenditures of the Borrower and its Subsidiaries
         on a consolidated basis for such period.

                  "Consolidated EBITDA" shall mean, for any period, an amount
         equal to the sum of (a) the net income of the Borrower and its
         Subsidiary Guarantors ("Consolidated Net Income") on a consolidated
         basis from continuing operations (such net income to be exclusive of
         (i) non-cash charges comprising (A) impairment of assets, (B)
         cumulative effects of changes in accounting principles (all of which
         are to be in accordance with GAAP), (C) any non-cash stock
         compensation; and (ii) extraordinary gains), (b) Consolidated Interest
         Expense for such period, (c) the amount of taxes, based on or measured
         by income, used or included in the determination of such Consolidated
         Net Income for such period, and (d) the amount of depreciation and
         amortization expense deducted in determining such Consolidated Net
         Income for such period. Consolidated EBITDA shall not be calculated on
         a pro forma basis.

                                      -6-
<PAGE>

                  "Consolidated Fixed Charge Coverage Ratio" (or "Fixed Charge
         Coverage Ratio") shall mean, at any date, the ratio of (a) Consolidated
         EBITDA for the Test Period then most recently ended less Consolidated
         Capital Expenditures for such Test Period to (b) Consolidated Fixed
         Charges for such Period.

                  "Consolidated Fixed Charges" shall mean, for any period, the
         sum of the following (without duplication): (i) Consolidated Interest
         Expense paid or required to be paid in cash for such period; (ii)
         income and franchise taxes paid or required to be paid in cash by the
         Borrower and its Subsidiaries on a consolidated basis during such
         period; (iii) all scheduled payments of principal made or required to
         be made with respect to all Indebtedness (including the principal
         portion of Capitalized Leases Obligations) of the Borrower and its
         Subsidiaries on a consolidated basis during such period; and (iv) all
         Restricted Payments made or required to be made by the Borrower and its
         Subsidiaries on a consolidated basis during such period (exclusive of
         Restricted Payments in respect of Subordinated Debt permitted under
         Sections 10.12(a)-(b)).

                  "Consolidated Indebtedness" shall mean, at any time, the
         principal amount of all Indebtedness of the Borrower and its
         Subsidiaries at such time; provided that for purposes of this
         definition, the amount of Indebtedness in respect of Interest Rate
         Protection Agreements and Other Hedging Agreements shall be at any time
         the unrealized net loss position, if any, of the Borrower and/or its
         Subsidiaries thereunder on a marked-to-market basis determined no more
         than one month prior to such time.

                  "Consolidated Interest Expense" shall mean, for any period,
         the total consolidated interest expense of the Borrower and its
         Subsidiaries for such period (calculated without regard to any
         limitations on the payment thereof) plus, without duplication, that
         portion of Capitalized Lease Obligations of the Borrower and its
         Subsidiaries representing the interest factor for such period; provided
         that the amortization of deferred financing, legal and accounting costs
         with respect to this Agreement shall be excluded from Consolidated
         Interest Expense to the extent same would otherwise have been included
         therein.

                  "Consolidated Net Income" shall have the meaning given to it
         in the definition of "Consolidated EBITDA."

                  "Consolidated Net Worth" shall mean, at any time, for the
         Borrower and its Subsidiaries, on a consolidated basis, shareholders'
         equity at such time.

                  "Consolidated Senior Leverage Ratio" (and sometimes also
         referred to as the "Senior Leverage Ratio" or "SLR") shall mean, at any
         time, the ratio of Consolidated Indebtedness (excluding Subordinated
         Debt) at such time to Consolidated EBITDA for the Test Period then most
         recently ended.

                                      -7-
<PAGE>

                  "Consolidated Total Leverage Ratio" (and sometimes also
         referred to as the "Total Leverage Ratio" or "TLR") shall mean, at any
         time, the ratio of Consolidated Indebtedness at such time to
         Consolidated EBITDA for the Test Period then most recently ended,
         provided, however, that during the period of ninety days after the
         Restatement Effective Date if the Borrower elects pursuant to Section
         10.08 to irrevocably reduce the Consolidated Total Leverage Ratio to
         2.50:1.00, then the Consolidated Total Leverage Ratio shall be deemed
         to mean, at any time, the ratio of (i) Consolidated Indebtedness at
         such time less the funds available in the Special Collateral Account
         (but not more than $35,000,000 in the Special Collateral Account) to
         (ii) Consolidated EBITDA for the Test Period then most recently ended.

                  "Contingent Obligation" shall mean, as to any Person, any
         obligation of such Person as a result of such Person being a general
         partner of the other Person, unless the underlying obligation is
         expressly made non-recourse as to such general partner, and any
         obligation of such Person guaranteeing or intended to guarantee any
         Indebtedness, leases, dividends or other obligations ("primary
         obligations") of any other Person (the "primary obligor") in any
         manner, whether directly or indirectly, including, without limitation,
         any obligation of such Person, whether or not contingent, (i) to
         purchase any such primary obligation or any property constituting
         direct or indirect security therefor, (ii) to advance or supply funds
         (x) for the purchase or payment of any such primary obligation or (y)
         to maintain working capital or equity capital of the primary obligor or
         otherwise to maintain the net worth or solvency of the primary obligor,
         (iii) to purchase property, securities or services primarily for the
         purpose of assuring the owner of any such primary obligation of the
         ability of the primary obligor to make payment of such primary
         obligation or (iv) otherwise to assure or hold harmless the holder of
         such primary obligation against loss in respect thereof; provided,
         however, that the term Contingent Obligation shall not include
         endorsements of instruments for deposit or collection in the ordinary
         course of business. The amount of any Contingent Obligation shall be
         deemed to be an amount equal to the stated or determinable amount of
         the primary obligation in respect of which such Contingent Obligation
         is made or, if not stated or determinable, the maximum reasonably
         anticipated liability in respect thereof (assuming such Person is
         required to perform thereunder) as determined by such Person in good
         faith.

                  "Continuing Directors" shall mean the directors of the
         Borrower on the Initial Borrowing Date and each other director if such
         director's nomination for election to the Board of Directors of the
         Borrower is recommended by a majority of the then Continuing Directors.

                  "Control Agreement" shall mean a "Control Agreement" as
         defined in the Security Agreement.

                                      -8-
<PAGE>

                  "Credit Documents" shall mean this Agreement, the Disclosure
         Letter and, after the execution and delivery thereof pursuant to the
         terms of this Agreement, each Note, the Subsidiaries Guaranty and each
         Security Document.

                  "Credit Event" shall mean the making of any Loan or the
         issuance of any Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Subsidiary
         Guarantor.

                  "Debt Rating" shall have the meaning provided in Section
         13.18.

                  "Default" shall mean any event, act or condition which with
         notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" shall mean any Lender with respect to
         which a Lender Default is in effect.

                  "Disclosure Letter" shall mean the Disclosure Letter of even
         date herewith delivered by the Borrower to the Administrative Agent and
         the Lenders, a copy of which is attached as Schedule III.

                  "Dividend" shall mean, with respect to any Person, that such
         Person has declared or paid a dividend or returned any equity capital
         to its stockholders, partners or members or authorized or made any
         other distribution, payment or delivery of property (other than common
         stock of such Person) or cash to its stockholders, partners or members
         as such, or redeemed, retired, purchased or otherwise acquired,
         directly or indirectly, for a consideration any shares of any class of
         its capital stock or any partnership or membership interests
         outstanding on or after the Original Effective Date (or any options or
         warrants issued by such Person with respect to its capital stock or
         other equity interests), or set aside any funds for any of the
         foregoing purposes, or shall have permitted any of its Subsidiaries to
         purchase or otherwise acquire for a consideration any shares of any
         class of the capital stock or any partnership or membership interests
         of such Person outstanding on or after the Original Effective Date (or
         any options or warrants issued by such Person with respect to its
         capital stock or other equity interests). Without limiting the
         foregoing, "Dividends" with respect to any Person shall also include
         all payments made or required to be made by such Person with respect to
         any stock appreciation rights, plans, equity incentive or achievement
         plans or any similar plans or setting aside of any funds for the
         foregoing purposes.

                  "Dollars" and the sign "$" shall each mean freely transferable
         lawful money of the United States.

                  "Domestic Subsidiary" shall mean each Subsidiary of the
         Borrower that is incorporated under the laws of the United States or
         any State thereof.

                                      -9-
<PAGE>

                  "Drawing" shall have the meaning provided in Section 3.05(b).

                  "Eligible Transferee" shall mean and include a commercial
         bank, an insurance company, a finance company, a financial institution,
         any fund that invests in loans or any other "accredited investor" (as
         defined in Regulation D of the Securities Act), but in any event
         excluding the Borrower and its Subsidiaries.

                  "Employee Benefit Plans" shall have the meaning provided in
         Section 6.05.

                  "Employment Agreements" shall have the meaning provided in
         Section 6.05.

                  "End Date" shall mean, for any Margin Reduction Period, the
         last day of such Margin Reduction Period.

                  "Environmental Claims" shall mean any and all administrative,
         regulatory or judicial actions, suits, demands, demand letters,
         directives, claims, liens, notices of noncompliance or violation,
         investigations or proceedings relating in any way to any Environmental
         Law or any permit issued, or any approval given, under any such
         Environmental Law (hereafter, "Claims"), including, without limitation,
         (a) any and all Claims by governmental or regulatory authorities for
         enforcement, cleanup, removal, response, remedial or other actions or
         damages pursuant to any applicable Environmental Law, and (b) any and
         all Claims by any third party seeking damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief in
         connection with alleged injury or threat of injury to health, safety or
         the environment due to the presence of Hazardous Materials.

                  "Environmental Law" shall mean any Federal, state, foreign or
         local statute, law, rule, regulation, ordinance, code, guideline,
         written policy and rule of common law now or hereafter in effect and in
         each case as amended, and any judicial or administrative interpretation
         thereof, including any judicial or administrative order, consent decree
         or judgment, relating to the environment, employee health and safety or
         Hazardous Materials, including, without limitation, CERCLA; RCRA; the
         Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.;
         the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the
         Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water
         Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act of 1990, 33
         U.S.C. Section 2701 et seq.; the Emergency Planning and the Community
         Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the
         Hazardous Material Transportation Act, 49 U.S.C. Section 1801 et seq.
         and the Occupational Safety and Health Act, 29 U.S.C. Section 651 et
         seq.; and any state and local or foreign counterparts or equivalents,
         in each case as amended from time to time.

                                      -10-
<PAGE>

                  "ERISA" shall mean the Employee Retirement Income Security Act
         of 1974, as amended from time to time, and the regulations promulgated
         and rulings issued thereunder. Section references to ERISA are to
         ERISA, as in effect at the date of this Agreement and any subsequent
         provisions of ERISA, amendatory thereof, supplemental thereto or
         substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
         Section 3(9) of ERISA) which together with the Borrower or a Subsidiary
         of the Borrower would be deemed to be a "single employer" (i) within
         the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a
         result of the Borrower or a Subsidiary of the Borrower being or having
         been a general partner of such person.

                  "Eurodollar Loan" shall mean each Loan (other than any
         Swingline Loan) designated as such by the Borrower at the time of the
         incurrence thereof or conversion thereto.

                  "Eurodollar Rate" shall mean for any Interest Period with
         respect to any Eurodollar Loan, a rate per annum determined by
         Administrative Agent pursuant to the following formula:

                  Eurodollar Rate  =            Eurodollar Rate
                                      ------------------------------------------
                                      1.00 - Eurodollar Reserve Percentage
Where,

"Eurodollar Rate" shall mean, for such Interest Period:

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

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

                  (c) in the event the rates referenced in the preceding
         subsections (a) and (b) are not available, the rate per annum
         determined by Administrative Agent as the rate of interest (rounded to
         the next 1/100th of 1%) at which deposits in Dollars for delivery on
         the first day of such Interest Period in same day funds in the
         approximate amount of the

                                      -11-
<PAGE>

         Eurodollar Loan being made, continued or converted by Administrative
         Agent (or its Affiliate) in its capacity as a lender and with a term
         equivalent to such Interest Period would be offered by Bank of
         America's London Branch to major banks in the offshore Dollar market at
         their request at approximately 11:00 a.m. (London time) two Business
         Days prior to the first day of such Interest Period.

                  "Eurodollar Reserve Percentage" shall mean, for any day during
         any Interest Period, the reserve percentage (expressed as a decimal,
         rounded to the next 1/100th of 1%) in effect on such day, whether or
         not applicable to any Bank, under regulations issued from time to time
         by the Board of Governors of the Federal Reserve System for determining
         the maximum reserve requirement (including any emergency, supplemental
         or other marginal reserve requirement) with respect to Eurocurrency
         funding (currently referred to as "Eurocurrency liabilities"). The
         Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted
         automatically as of the effective date of any change in the Eurodollar
         Reserve Percentage. The determination of the Eurodollar Reserve
         Percentage and the Eurodollar Rate by the Administrative Agent shall be
         conclusive in the absence of manifest error.

                  "Event of Default" shall have the meaning provided in Section
         11.

                  "Excess Cash Flow" shall mean, for any period, (a)
         Consolidated EBITDA less (b) the sum of (i) Consolidated Interest
         Expense paid or required to be paid in cash for such period, (ii) all
         scheduled payments of principal made or required to be made with
         respect to all Indebtedness (including the principal portion of
         Capitalized Lease Obligation) for such period, (iii) all Capital
         Expenditures for such period, (iv) all income and franchise taxes paid
         or required to be paid in cash by the Borrower and its Subsidiaries on
         a consolidated basis during such period, and (v) all prepayments of the
         Term Loans made pursuant to Section 5.01.

                  "Excess Cash Payment Date" shall mean April 15 of each fiscal
         year of the Borrower (beginning with April 15, 2004).

                  "Excess Cash Payment Period" shall mean, with respect to the
         repayment required on each Excess Cash Payment Date, the immediately
         preceding fiscal year of the Borrower.

                  "Existing Credit Agreement" shall have the meaning provided in
         the Recitals.

                  "Existing Indebtedness" shall have the meaning provided in
         Section 8.22.

                  "Existing Indebtedness Agreements" shall have the meaning
         provided in Section 6.05.

                                      -12-
<PAGE>

                  "Existing Letters of Credit" shall mean the Letters of Credit,
         if any, issued under the Existing Credit Agreement to the extent the
         same remain outstanding and undrawn as of the opening of business on
         the Restatement Effective Date.

                  "Existing Obligations" shall have the meaning provided in
         Section 6.20.

                  "Federal Funds Rate" shall mean, for any day, the rate per
         annum equal to the weighted average of the rates on overnight Federal
         funds transactions with members of the Federal Reserve System arranged
         by Federal funds brokers on such day, as published by the Federal
         Reserve Bank on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day as so published on the next succeeding Business Day, and
         (b) if no such rate is so published on such next succeeding Business
         Day, the Federal Funds Rate for such day shall be the average rate
         charged to Bank of America on such day on such transactions as
         determined by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to or referred
         to in Section 4.01.

                  "Foreign Pension Plan" shall mean any plan, fund (including,
         without limitation, any superannuation fund) or other similar program
         established or maintained outside the United States by the Borrower or
         any one or more of its Subsidiaries primarily for the benefit of
         employees of the Borrower or such Subsidiaries residing outside the
         United States, which plan, fund or other similar program provides, or
         results in, retirement income, a deferral of income in contemplation of
         retirement or payments to be made upon termination of employment, and
         which plan is not subject to ERISA or the Code.

                  "Foreign Subsidiary" shall mean each Subsidiary of the
         Borrower which is not a Domestic Subsidiary.

                  "Fronting Fee" shall have the meaning provided in Section
         4.01(c).

                  "GAAP" shall mean generally accepted accounting principles set
         forth in the opinions and pronouncements of the Accounting Principles
         Board and the American Institute of Certified Public Accountants and
         statements and pronouncements of the Financial Accounting Standards
         Board of such other principles as may be approved by a significant
         segment of the accounting professions, that are applicable to the
         circumstances as of the date of determination, consistently applied.

                  "Hazardous Materials" shall mean (a) any petroleum or
         petroleum products, radioactive materials, asbestos in any form that is
         friable, urea formaldehyde foam insulation, transformers or other
         equipment that contains

                                      -13-
<PAGE>

         dielectric fluid containing levels of polychlorinated biphenyls, and
         radon gas; (b) any chemicals, materials or substances defined as or
         included in the definition of "hazardous substances," "hazardous
         waste," "hazardous materials," "extremely hazardous substances,"
         "restricted hazardous waste," "toxic substances," "toxic pollutants,"
         "contaminants," or "pollutants," or words of similar import, under any
         applicable Environmental Law; and (c) any other chemical, material or
         substance, the Release of which is prohibited, limited or regulated by
         any governmental authority.

                  "Inactive Subsidiary" shall mean each of Direct Magi Inc. and
         DBA FL Inc., each a New Jersey corporation and a Wholly-Owned Domestic
         Subsidiary of the Borrower.

                  "Indebtedness" shall mean, as to any Person, without
         duplication, (i) all indebtedness (including principal, interest, fees
         and charges) of such Person for borrowed money or for the deferred
         purchase price of property or services, (ii) the maximum amount
         available to be drawn under all letters of credit, bankers' acceptances
         and similar obligations issued for the account of such Person and all
         unpaid drawings in respect of such letters of credit, bankers'
         acceptances and similar obligations, (iii) all Indebtedness of the
         types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this
         definition secured by any Lien on any property owned by such Person,
         whether or not such Indebtedness has been assumed by such Person
         (provided that, if the Person has not assumed or otherwise become
         liable in respect of such Indebtedness, such Indebtedness shall be
         deemed to be in an amount equal to the fair market value of the
         property to which such Lien relates as determined in good faith by such
         Person), (iv) the aggregate amount required to be capitalized under
         leases under which such Person is the lessee, (v) all obligations of
         such Person to pay a specified purchase price for goods or services,
         whether or not delivered or accepted, i.e., take-or-pay and similar
         obligations, (vi) all Contingent Obligations of such Person, and (vii)
         all obligations under any Interest Rate Protection Agreement, any Other
         Hedging Agreement or under any similar type of agreement.
         Notwithstanding the foregoing, Indebtedness shall not include trade
         payables and accrued expenses incurred by any Person in accordance with
         customary practices and in the ordinary course of business of such
         Person.

                  "Initial Borrowing Date" shall mean the Restatement Effective
         Date.

                  "Intercompany Loan" shall mean each intercompany loan or
         advance between or among the Borrower and its Subsidiaries or between
         or among Subsidiaries of the Borrower.

                  "Intercompany Note" shall mean a promissory note, in the form
         of Exhibit L or in such other form as is reasonably acceptable to the
         Administrative Agent, evidencing Intercompany Loans.

                                      -14-
<PAGE>

                  "Interest Determination Date" shall mean, with respect to any
         Eurodollar Loan, the second Business Day prior to the commencement of
         any Interest Period relating to such Eurodollar Loan.

                  "Interest Period" shall have the meaning provided in Section
         2.09.

                  "Interest Rate Protection Agreement" shall mean any interest
         rate swap agreement, interest rate cap agreement, interest collar
         agreement, interest rate hedging agreement or other similar agreement
         or arrangement.

                  "Investments" shall have the meaning provided in Section
         10.05.

                  "Issuing Lender" shall mean Bank of America.

                  "L/C Supportable Obligations" shall mean (i) obligations of
         the Borrower or any of its Subsidiaries with respect to workers
         compensation, surety bonds and other similar statutory obligations and
         (ii) such other obligations of the Borrower or any of its Subsidiaries
         as are reasonably acceptable to the Issuing Lender and otherwise
         permitted to exist pursuant to the terms of this Agreement (other than
         obligations in respect of the Senior Subordinated Notes).

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

                  "Lender" shall mean each financial institution listed on
         Schedule I, as well as any Person that becomes a "Lender" hereunder
         pursuant to Sections 2.13 or 13.04(b).

                  "Lender Default" shall mean (i) the refusal (which has not
         been retracted) or the failure of a Lender to make available its
         portion of any Borrowing (including any Mandatory Borrowing) or to fund
         its portion of any unreimbursed payment under Section 3.04(c) or (ii) a
         Lender having notified in writing the Borrower and/or the
         Administrative Agent that such Lender does not intend to comply with
         its obligations under Section 2.01(b), 2.01(c), 2.01(e) or 3.

                  "Letter of Credit" shall have the meaning provided in Section
         3.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
         Section 4.01(b).

                  "Letter of Credit Outstandings" shall mean, at any time, the
         sum of (i) the Stated Amount of all outstanding Letters of Credit and
         (ii) the aggregate amount of all Unpaid Drawings in respect of all
         Letters of Credit.

                  "Letter of Credit Request" shall have the meaning provided in
         Section 3.03(a).

                                      -15-
<PAGE>

                  "Lien" shall mean any mortgage, security interest, pledge,
         hypothecation, assignment, deposit arrangement, encumbrance, lien
         (statutory or other), preference, priority or other security agreement
         of any kind or nature whatsoever (including, without limitation, any
         conditional sale or other title retention agreement, any financing or
         similar statement or notice filed under the UCC or any other similar
         recording or notice statute, and any lease having substantially the
         same effect as any of the foregoing).

                  "Loan" shall mean each Term Loan, each Revolving Loan and each
         Swingline Loan.

                  "Management Agreements" shall have the meaning provided in
         Section 6.05.

                  "Mandatory Borrowing" shall have the meaning provided in
         Section 2.01(e).

                  "Margin Reduction Period" shall mean each period which shall
         commence on the date occurring after the Initial Borrowing Date upon
         which respective officer's certificate is delivered pursuant to Section
         9.01(f) and which shall end on the date of actual delivery of the next
         officer's certificates pursuant to section 9.01(f) or the latest date
         on which such next officer's certificate is required to be so
         delivered.

                  "Margin Stock" shall have the meaning provided in Regulation
         U.

                  "Material Adverse Effect" shall mean (i) a material adverse
         effect on the business, operations, properties, assets, liabilities,
         condition (financial or otherwise) or prospects of the Borrower or of
         the Borrower and its Subsidiaries taken as a whole, or (ii) a material
         adverse effect on the rights or remedies of the Lenders or the
         Administrative Agent hereunder or under any other Credit Document or on
         the ability of any Credit Party to perform its obligations to the
         Lenders or the Administrative Agent hereunder or under any other Credit
         Document.

                  "Maturity Date" shall mean the Term Loan Maturity Date, the
         Revolving Loan Maturity Date or the Swingline Expiry Date, as the case
         may be.

                  "Maximum Swingline Amount" shall mean $5,000,000.

                  "Minimum Borrowing Amount" shall mean (i) for Term Loans,
         $5,000,000, (ii) for Revolving Loans, $500,000 and (iii) for Swingline
         Loans, $100,000.

                  "Moody's" shall have the meaning provided in Section 13.18.

                                      -16-
<PAGE>

                  "Mortgage" shall mean a mortgage, leasehold mortgage, deed of
         trust, leasehold deed of trust, deed to secure debt, leasehold deed to
         secure debt or similar security instrument.

                  "Mortgaged Property" shall mean any Real Property owned or
         leased by the Borrower or any Subsidiary Guarantor which is encumbered
         (or required to be encumbered) by a Mortgage.

                  "Net Acquisition Consideration" shall mean the Total
         Consideration for a Permitted Acquisition (i) less cash and Cash
         Equivalents that are acquired in such Permitted Acquisition, and (ii)
         plus the present value of any earn-out, non-compete or deferred
         compensation or purchase price adjustments, and (iii) less or plus any
         working capital adjustments, as applicable, and as provided in Section
         9.15.

                  "Net Debt Proceeds" shall mean, with respect to any incurrence
         of Indebtedness for borrowed money, the cash proceeds (net of
         underwriting discounts and commissions and other reasonable costs
         associated therewith) received by the respective Person from the
         respective incurrence of such Indebtedness for borrowed money.

                  "Net Equity Proceeds" shall mean, with respect to each
         issuance or sale of any equity by any Person or any capital
         contribution to such Person, the cash proceeds (net of underwriting
         discounts and commissions and other reasonable costs associated
         therewith) received by such Person from the respective sale or issuance
         of its equity or from the respective capital contribution. The term
         "Net Equity Proceeds" also shall include the amount of Net Debt
         Proceeds received by the Borrower from the issuance or incurrence of
         Indebtedness for borrowed money under Section 10.04(xii) which is
         convertible into shares of the Borrower's capital stock, although such
         Net Equity Proceeds shall not be considered to be received by the
         Borrower until such conversion occurs.

                  "Net Insurance Proceeds" shall mean, with respect to any
         Recovery Event, the cash proceeds (net of reasonable costs and taxes
         incurred in connection with such Recovery Event) received by the
         respective Person in connection with such Recovery Event.

                  "Net Sale Proceeds" shall mean, for any Asset Sale, the gross
         cash proceeds (including any cash received by way of deferred payment
         pursuant to a promissory note, receivable or otherwise, but only as and
         when received) received from such sale of assets, net of the reasonable
         costs of such sale (including fees and commissions, payments of
         unassumed liabilities relating to the assets sold and required payments
         of any Indebtedness (other than Indebtedness secured pursuant to the
         Security Documents) which is secured by the respective assets which
         were sold), and the incremental taxes paid or payable as a result of
         such Asset Sale.

                                      -17-
<PAGE>

                  "Non-Defaulting Lender" and "Non-Defaulting RL Lender" shall
         mean and include each Lender or RL Lender, as the case may be, other
         than a Defaulting Lender.

                  "Non-Renewing Lender" shall mean each Lender under the
         Existing Credit Agreement which on or before the Restatement Effective
         Date does not execute and deliver to the Administrative Agent an
         executed counterpart as provided in Section 6 of this Agreement.

                  "Note" shall mean each Term Note, each Revolving Note and the
         Swingline Note.

                  "Notice of Borrowing" shall have the meaning provided in
         Section 2.03(a).

                  "Notice of Conversion" shall have the meaning provided in
         Section 2.06.

                  "Notice Office" shall mean the office of the Administrative
         Agent located at 231 South LaSalle Street, Chicago, Illinois 60697,
         Attention: David Johanson or such other office or person as the
         Administrative Agent may hereafter designate in writing as such to the
         other parties hereto.

                  "Obligations" shall mean all amounts owing to the
         Administrative Agent, the Collateral Agent, the Issuing Lender, the
         Swingline Lender or any Lender pursuant to the terms of this Agreement
         or any other Credit Document.

                  "Operating Leases" shall mean all leases for real or personal
         property that are not Capitalized Lease Obligations.

                  "Original Effective Date" shall have the meaning given to
         "Effective Date" in the Existing Credit Agreement.

                  "Other Hedging Agreement" shall mean any foreign exchange
         contracts, currency swap agreements, commodity agreements or other
         similar agreements or arrangements designed to protect against the
         fluctuations in currency values.

                  "Participant" shall have the meaning provided in Section
         3.04(a).

                  "Payment Office" shall mean the office of the Administrative
         Agent located at 231 South LaSalle Street, Chicago, Illinois 60697, or
         such other office as the Administrative Agent may hereafter designate
         in writing as such to the other parties hereto.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
         established pursuant to Section 4002 of ERISA, or any successor
         thereto.

                                      -18-
<PAGE>

                  "Permitted Acquisition" shall mean the acquisition by the
         Borrower or a Wholly-Owned Subsidiary thereof of assets constituting a
         business, division or product line of any Person not already a
         Subsidiary of the Borrower or of 100% of the capital stock of any such
         Person (including by way of merger), which Person shall, as a result of
         such stock acquisition, become a Wholly-Owned Subsidiary of the
         Borrower (or shall be merged with and into a Wholly-Owned Subsidiary of
         the Borrower) (such assets or Person are referred to as an "Acquired
         Entity or Business"), provided that (in each case):

                           (A) the consideration paid by the Borrower or such
                  Wholly-Owned Subsidiary consists solely of cash (including
                  proceeds of Loans), the issuance or incurrence of Indebtedness
                  otherwise permitted by Section 10.04, the issuance of common
                  stock of the Borrower or Qualified Preferred Stock of the
                  Borrower to the extent no Default or Event of Default exists
                  pursuant to Section 11.10 or would result therefrom and the
                  assumption/ acquisition of any Indebtedness (calculated at
                  face value) which is permitted to remain outstanding in
                  accordance with the requirements of Section 10.04;

                           (B) in the case of the acquisition of 100% of the
                  capital stock of any Person (including way of merger), such
                  Person shall own no capital stock of any other Person (other
                  de minimis amounts) unless either (x) such Person owns 100% of
                  the capital stock of such other Person or (y) (1) such Person
                  and/or its Wholly-Owned Subsidiaries own at least 80% of the
                  consolidated assets of such Person and its Subsidiaries and
                  (2) any non-Wholly Owned Subsidiary of such Person was
                  non-Wholly Owned prior to the date of such Permitted
                  Acquisition of such Person;

                           (C) the Acquired Entity or Business acquired pursuant
                  to the respective Permitted Acquisition is in a business
                  permitted by Section 10.15; and

                           (D) all applicable requirements of Sections 9.15,
                  10.02 and 10.16 applicable to Permitted Acquisitions are
                  satisfied.

         Notwithstanding anything to the contrary contained in the immediately
         preceding sentence, an acquisition which does not otherwise meet the
         requirements set forth above in the definition of "Permitted
         Acquisition" shall constitute a Permitted Acquisition if, and to the
         extent, the Required Lenders agree in writing that such acquisition
         shall constitute a Permitted Acquisition for purposes of this
         Agreement.

                  "Permitted Encumbrance" shall mean, with respect to any
         Mortgaged Property, such exceptions to title as are set forth in the
         respective mortgage title

                                      -19-
<PAGE>

         insurance policy delivered with respect thereto, all of which
         exceptions must be acceptable to the Administrative Agent in its
         reasonable discretion.

                  "Permitted Holders" shall mean Vinod Gupta and his spouse,
         their lineal descendants and adopted children and spouses of their
         lineal descendants and adopted children, any foundation controlled by
         any of the foregoing persons, any trusts for the benefit of any of the
         foregoing persons and any Affiliates of the foregoing persons.

                  "Permitted Liens" shall have the meaning provided in Section
         10.01.

                  "Person" shall mean any individual, partnership, joint
         venture, firm, corporation, association, limited liability company,
         trust or other enterprise or any government or political subdivision or
         any agency, department or instrumentality thereof.

                  "Plan" shall mean any pension plan as defined in Section 3(2)
         of ERISA, which is maintained or contributed to by (or to which there
         is an obligation to contribute of) the Borrower or a Subsidiary of the
         Borrower or an ERISA Affiliate, and each such plan for the five year
         period immediately following the latest date on which the Borrower, a
         Subsidiary of the Borrower or an ERISA Affiliate maintained,
         contributed to or had an obligation to contribute to such plan.

                  "Pledge Agreement" shall have the meaning provided in Section
         6.09.

                  "Pledge Agreement Collateral" shall mean all "Collateral" as
         defined in the Pledge Agreement.

                  "Projections" shall mean the projections prepared by the
         Borrower as set forth in the Confidential Offering Memorandum relating
         to the financing hereunder, dated April 2003, which Confidential
         Offering Memorandum was furnished by Bank of America Securities LLC
         (with the assistance and approval of the Borrower) to the Lenders prior
         to the Restatement Effective Date.

                  "Qualified Preferred Stock" shall mean any preferred stock of
         the Borrower so long as the terms of any such preferred stock (v) do
         not contain any mandatory put, redemption, repayment, sinking fund or
         other similar provision, except upon the occurrence of a change of
         control (the definition of which shall be no more restrictive than that
         set forth in the Senior Subordinated Note Indenture) so long as the
         terms thereof do not require any such redemption or other action unless
         (and until) all Obligations have been paid in full and the Total
         Commitment and all Letters of Credit have been terminated or the
         requisite consents under this Agreement have been obtained to permit
         such redemption or other action, (w) do not require the cash payment of
         dividends to the extent that the payment thereof would not be permitted
         at such time pursuant to this

                                      -20-
<PAGE>

         Agreement, (x) do not contain any operating or financial maintenance
         covenants, (y) do not grant the holders thereof any voting rights
         (prior to the conversion into common stock of the Borrower, if
         applicable) except for (I) voting rights required to be granted to such
         holders under applicable law and (II) limited customary voting rights
         on fundamental matters such as mergers, consolidations, sales of all or
         substantially all of the assets of the Borrower, or liquidations
         involving the Borrower, and (z) are otherwise reasonably satisfactory
         to the Administrative Agent.

                  "Quarterly Payment Date" shall mean the last Business Day of
         each December, March, June and September occurring after the Initial
         Borrowing Date, commencing on June 30, 2003.

                  "RCRA" shall mean the Resource Conservation and Recovery Act,
         as the same may be amended from time to time, 42 U.S.C. Section 6901 et
         seq.

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

                  "Recovery Event" shall mean the receipt by the Borrower or any
         of its Subsidiaries of any cash insurance proceeds or condemnation
         awards payable (i) by reason of theft, loss, physical destruction,
         damage, taking or any other similar event with respect to any property
         or assets of the Borrower or any of its Subsidiaries and (ii) under any
         policy of insurance required to be maintained under Section 9.03.

                  "Refinancing" shall have the meaning provided in Section 6.20.

                  "Register" shall have the meaning provided in Section 13.15.

                  "Regulation D", "Regulation T", "Regulation U" or "Regulation
         X", as the case may be, shall mean Regulation D, T, U or X, as the case
         may be, of the Board of Governors of the Federal Reserve System as from
         time to time in effect and any successor to all or a portion thereof.

                  "Release" shall mean the disposing, discharging, injecting,
         spilling, pumping, leaking, leaching, dumping, emitting, escaping,
         emptying, pouring or migrating, into or upon any land or water or air,
         or otherwise entering into the environment.

                  "Replaced Lender" shall have the meaning provided in Section
         2.13.

                  "Replacement Lender" shall have the meaning provided in
         Section 2.13.

                  "Reportable Event" shall mean an event described in Section
         4043(c) of ERISA with respect to a Plan that is subject to Title IV of
         ERISA other than those

                                      -21-
<PAGE>

         events as to which the 30-day notice period is waived under subsection
         .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

                  "Required Lenders" shall mean Non-Defaulting Lenders the sum
         of whose outstanding Term Loans and Revolving Loan Commitments (or
         after the termination thereof, outstanding Revolving Loans and RL
         Percentages of (x) outstanding Swingline Loans and (y) Letter of Credit
         Outstandings) represent more than 50% of the sum of (i) the aggregate
         principal amount of all outstanding Term Loans of Non-Defaulting
         Lenders and (ii) the Total Revolving Loan Commitment less the Revolving
         Loan Commitments of all Defaulting Lenders (or after the termination
         thereof, the sum of the then aggregate principal amount of all
         outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate
         RL Percentages of all Non-Defaulting Lenders of the total (x) the
         aggregate principal amount of outstanding Swingline Loans and (y)
         Letter of Credit Outstandings at such time).

                  "Restatement Effective Date" shall have the meaning provided
         in Section 6.

                  "Restricted Payments" shall mean in respect of a period, (i)
         any and all Dividends authorized, declared or paid with respect to the
         Borrower or any of its Subsidiaries pursuant to clauses (iii), (iv),
         (v), and (vi) of Section 10.03, (ii) the payment, prepayment,
         retirement, redemption, defeasance, or acquisition by the Borrower
         and/or any Subsidiary of any Subordinated Debt (excluding the (A)
         payment in full of the 6% Subordinated Notes in the original principal
         amount of $6,000,000, due September 29, 2003, and issued in connection
         with the acquisition of TGMVC (f/k/a Infousa.com, Inc.), which have
         been repaid in full prior to the date of this Credit Agreement, and (B)
         any repayments of the Senior Subordinated Notes made prior to
         Restatement Effective Date), and (iii) any and all payments ("earnout
         payments") required to be made by the Borrower or any Subsidiary which
         are based on the earnings or revenues relating to any Permitted
         Acquisitions.

                  "Revolving Loan" shall have the meaning provided in Section
         2.01(c).

                  "Revolving Loan Commitment" shall mean, for each Lender, the
         amount set forth opposite such Lender's name in Schedule I directly
         below the column entitled "Revolving Loan Commitment," as same may be
         (x) reduced from time to time pursuant to Sections 4.02, 4.03 and/or
         11, or (y) adjusted from time to time as a result of assignments to or
         from such Lender pursuant to Section 2.13 or 13.04(b).

                  "Revolving Loan Maturity Date" shall mean April 30, 2006.

                  "Revolving Note" shall have the meaning provided in Section
         2.05(a).

                                      -22-
<PAGE>

                  "RL Lender" shall mean each Lender with a Revolving Loan
         Commitment or with outstanding Revolving Loans.

                  "RL Percentage" of any RL Lender at any time shall mean a
         fraction (expressed as a percentage) the numerator of which is the
         Revolving Loan Commitment of such RL Lender at such time and the
         denominator of which is the Total Revolving Loan Commitment at such
         time, provided that if the RL Percentage of any RL Lender is to be
         determined after the Total Revolving Loan Commitment has been
         terminated, then the RL Percentages of such RL Lender shall be
         determined immediately prior (and without giving effect) to such
         termination.

                  "S&P" shall have the meaning provided in Section 13.18.

                  "Scheduled Repayment" shall mean a Term Loan Scheduled
         Repayment.

                  "SEC" shall have the meaning provided in Section 9.01(h).

                  "Section 5.04(b)(ii) Certificate" shall have the meaning
         provided in Section 5.04(b)(ii).

                  "Secured Creditors" shall have the meaning assigned that term
         in the respective Security Documents.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended, and the rules and regulations promulgated thereunder.

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

                  "Security Agreement" shall have the meaning provided in
         Section 6.10.

                  "Security Agreement Collateral" shall mean all "Collateral" as
         defined in the Security Agreement.

                  "Security Document" shall mean and include each of the
         Security Agreement, the Pledge Agreement, each Mortgage and, after the
         execution and delivery thereof, each Additional Security Document.

                  "Senior Leverage Ratio" - see definition of "Consolidated
         Senior Leverage Ratio".

                  "Senior Subordinated Note Documents" shall mean the Senior
         Subordinated Note Indenture, the Senior Subordinated Notes and each
         other document or agreement relating to the issuance of the Senior
         Subordinated Notes.

                                      -23-
<PAGE>

                  "Senior Subordinated Note Indenture" shall mean the Indenture,
         dated as of June 18, 1998, by and between the Borrower and State Street
         Bank and Trust Company of California, N.A., as trustee.

                  "Senior Subordinated Notes" shall mean the Borrower's 9-1/2%
         Senior Subordinated Notes due 2008.

                  "Shareholders' Agreements" shall have the meaning provided in
         Section 6.05.

                  "Special Collateral Account" shall mean a Deposit Account (as
         defined in the Security Agreement) or Securities Account (as defined in
         the Security Agreement) of the Borrower that meets all of the following
         criteria (i) the account shall be maintained by the Borrower with the
         Collateral Agent, (ii) such account shall have been funded with
         proceeds of the Term Loans hereunder in an amount that is sufficient
         for compliance with the Consolidated Total Leverage Ratio, (iii) the
         Collateral Agent shall have a first perfected security interest in such
         account, including all investments therof and all earnings thereon, and
         (iv) the account is subject to a Control Agreement (as defined in the
         Security Agreement) in form and substance satisfactory to the
         Collateral Agent duly executed by the Borrower.

                  "Start Date" shall mean, with respect to any Margin Reduction
         Period, the first day of such Margin Reduction Period.

                  "Stated Amount" of each Letter of Credit shall mean, at any
         time, the maximum amount available to be drawn thereunder (in each case
         determined without regard to whether any conditions to drawing could
         then be met).

                  "Subordinated Debt" shall mean (i) Indebtedness under the
         Senior Subordinated Notes, and (ii) all other unsecured Indebtedness of
         the Borrower which has repayment terms and subordination provisions in
         form and substance acceptable to the Required Lenders.

                  "Subsidiaries Guaranty" shall have the meaning provided in
         Section 6.13.

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
         more than 50% of whose stock of any class or classes having by the
         terms thereof ordinary voting power to elect a majority of the
         directors of such corporation (irrespective of whether or not at the
         time stock of any class or classes of such corporation shall have or
         might have voting power by reason of the happening of any contingency)
         is at the time owned by such Person and/or one or more Subsidiaries of
         such Person and (ii) any partnership, limited liability company,
         association, joint venture or other entity in which such Person and/or
         one or more Subsidiaries of such Person has more than a 50% equity
         interest at the time.

                                      -24-
<PAGE>

                  "Subsidiary Guarantor" shall mean each Domestic Subsidiary of
         the Borrower (other than an Inactive Subsidiary) and, to the extent
         required by Section 9.13, each Foreign Subsidiary of the Borrower.

                  "Swingline Expiry Date" shall mean that date which is five
         Business Days prior to the Revolving Loan Maturity Date.

                  "Swingline Lender" shall mean Bank of America.

                  "Swingline Loan" shall have the meaning provided in Section
         2.01(d).

                  "Swingline Note" shall have the meaning provided in Section
         2.05(a).

                  "Syndication Date" shall mean that date upon which the
         Administrative Agent determines (and notifies the Borrower) that the
         primary syndication (and resultant addition of Persons as Lenders
         pursuant to Section 13.04(b)) has been completed.

                  "Taxes" shall have the meaning provided in Section 5.04(a).

                  "Term Loan" shall have the meaning provided in Section 2.01.

                  "Term Loan Commitment" shall mean, for each Lender, the amount
         set forth opposite such Lender's name on Schedule I directly below the
         column entitled Term Loan Commitment," as the same may be (x)
         terminated pursuant to Sections 4.03 and/or 11 or (y) adjusted from
         time to time as a result of assignments to or from such Lender pursuant
         to Sections 2.13 and/or 13.04(b)

                  "Term Loan Maturity Date" shall mean April 30, 2007.

                  "Term Loan Percentage" shall mean, at any time, a fraction
         (expressed as a percentage) the numerator of which is equal to the
         aggregate principal amount of all Term Loans outstanding at such time
         and the denominator of which is equal to the aggregate principal amount
         of all Term Loans outstanding at such time.

                  "Term Loan Scheduled Repayment" shall have the meaning
         provided in Section 5.02(b).

                  "Term Note" shall have the meaning provided in Section
         2.05(a).

                  "Test Date" shall mean, with respect to any Start Date, the
         last day of the most recent fiscal quarter of the Borrower ended
         immediately prior to such Start Date.

                  "Test Period" shall mean each period of four consecutive
         fiscal quarters of the Borrower then last ended (in each case taken as
         one accounting period).

                                      -25-
<PAGE>

                  "Total Acquisition Amount" shall have the meaning provided in
         Section 9.15(a)(iv).

                  "Total Commitment" shall mean, at any time, the sum of the
         Commitments of each of the Lenders.

                  "Total Consideration" shall mean the aggregate consideration
         for any proposed Permitted Acquisition, including, without limitation,
         (I) the aggregate principal amount of any Indebtedness assumed,
         incurred or issued in connection therewith, (II) the fair market value
         (as determined in good faith by the Board of Directors of the Borrower)
         of any common stock or Qualified Preferred Stock of the Borrower issued
         as part of the purchase price therefor (provided that no Default or
         Event of Default under Section 11.10 would result therefrom), and (III)
         the present value of any aggregate amount paid and to be paid pursuant
         to any earn-out, non-compete or deferred compensation or purchase price
         adjustments.

                  "Total Leverage Ratio" - see definition of "Consolidated Total
         Leverage Ratio".

                  "Total Revolving Loan Commitment" shall mean, at any time, the
         sum of the Revolving Loan Commitments of each of the Lenders.

                  "Total Unutilized Revolving Loan Commitment" shall mean, at
         any time, an amount equal to the remainder of (x) the Total Revolving
         Loan Commitment then in effect less (y) the sum of the aggregate
         principal amount of all Revolving Loans and Swingline Loans then
         outstanding plus the then aggregate amount of all Letter of Credit
         Outstandings.

                  "Tranche" shall mean the respective facility and commitments
         utilized in making Loans hereunder, with there being three separate
         Tranches, i.e., Term Loans, Revolving Loans and Swingline Loans.

                  "Type" shall mean the type of Loan determined with regard to
         the interest option applicable thereto, i.e., whether a Base Rate Loan
         or a Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time to
         time in effect in the relevant jurisdiction.

                  "Unfunded Current Liability" of any Plan shall mean the
         amount, if any, by which the actuarial present value of the accumulated
         plan benefits under the Plan determined on a plan termination basis in
         accordance with actuarial assumptions at such time consistent with
         those prescribed by the PBGC for purposes of Section 4044 of ERISA,
         exceeds the market value of all plan assets

                                      -26-
<PAGE>

         allocable to such liabilities under Title IV of ERISA (excluding any
         accrued but unpaid contribution).

                  "United States" and "U.S." shall each mean the United States
         of America.

                  "Unpaid Drawing" shall have the meaning provided for in
         Section 3.05(a).

                  "Unutilized Revolving Loan Commitment" shall mean, with
         respect to any Lender at any time, such Lender's Revolving Loan
         Commitment at such time less the sum of (i) the aggregate outstanding
         principal amount of all Revolving Loans made by such Lender at such
         time and (ii) such Lender's RL Percentage of the Letter of Credit
         Outstandings at such time.

                  "Wholly-Owned Domestic Subsidiary" shall mean each Domestic
         Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of
         the Borrower.

                  "Wholly-Owned Foreign Subsidiary" shall mean each Foreign
         Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of
         the Borrower.

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
         any corporation 100% of whose capital stock (other than director's
         qualifying shares) is at the time owned by such Person and/or one or
         more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
         limited liability company, association, joint venture or other entity
         in which such Person and/or one or more Wholly-Owned Subsidiaries of
         such Person has a 100% equity interest at such time.

                                   SECTION 2

                           AMOUNT AND TERMS OF CREDIT

         2.01. The Commitments.

         (a) [Intentionally omitted.]

         (b) Term Loans. Subject to and upon the terms and conditions set forth
herein, each Lender with a Term Loan Commitment severally agrees to make a term
loan or term loans (each a Term Loan" and, collectively, the Term Loans") to the
Borrower, which Term Loans:

                  (i) only may be incurred on the Initial Borrowing Date,

                  (ii) shall, at the option of the Borrower, be incurred and
         maintained as, and/or converted into, Base Rate Loans or Eurodollar
         Loans, provided that, (A) except as otherwise specifically provided in
         Section 2.10(b), all Term Loans comprising the same Borrowing shall at
         all times be of the same Type and (B) unless the Administrative Agent
         has determined that the Syndication Date has

                                      -27-
<PAGE>

         occurred (at which time this clause (B) shall no longer be applicable),
         (x) on or prior to June 5, 2003 all Term Loans shall be incurred and
         maintained as Base Rate Loans and (y) thereafter, no more than three
         Borrowings of Term Loans to be maintained as Eurodollar Loans may be
         incurred prior to the 28th day after the Initial Borrowing Date, and

                  (iii) shall be made by each such Lender in that aggregate
         principal amount which does not exceed the Term Loan Commitment of such
         Lender on the Initial Borrowing Date (before giving effect to the
         termination thereof or such date pursuant to Section 4.03(c)). Once
         repaid, Term Loans incurred hereunder may not be reborrowed.

         (c) Revolving Loans. Subject to and upon the terms and conditions set
forth herein, each Lender with a Revolving Loan Commitment severally agrees to
make, at any time and from time to time on or after the Initial Borrowing Date
and prior to the Revolving Loan Maturity Date, a revolving loan or revolving
loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the
Borrower, which Revolving Loans:

                  (i) shall, at the option of the Borrower, be incurred and
         maintained as, and/or converted into, Base Rate Loans or Eurodollar
         Loans, provided that, (A) except as otherwise specifically provided in
         Section 2.10(b), all Revolving Loans comprising the same Borrowing
         shall at all times be of the same Type and (B) unless the
         Administrative Agent has determined that the Syndication Date has
         occurred (at which time this clause (B) shall no longer be applicable),
         (x) on or prior to June 5, 2003, all Revolving Loans shall be incurred
         and maintained as Base Rate Loans and (y) thereafter, no more than
         three Borrowings of Revolving Loans to be maintained as Eurodollar
         Loans may be incurred prior to the 28th day after the Initial Borrowing
         Date (each of which Borrowings of Eurodollar Loans (A) may only have
         the same Interest Period as is then permitted for a Borrowing of Term
         Loans that are maintained as Eurodollar Loans and (B) shall begin and
         end on the same day as a Borrowing of Term Loans that are maintained as
         Eurodollar Loans),

                  (ii) may be repaid and reborrowed in accordance with the
         provisions hereof,

                  (iii) shall not exceed for any such Lender at any time
         outstanding that aggregate principal amount which, when added to the
         product of (x) such Lender's RL Percentage and (y) the sum of (I) the
         aggregate amount of all Letter of Credit Outstandings (exclusive of
         Unpaid Drawings which are repaid with the proceeds of, and
         simultaneously with the incurrence of, the respective incurrence of
         Revolving Loans) at such time and (II) the aggregate principal amount
         of all Swingline Loans (exclusive of Swingline Loans which are repaid
         with the proceeds of, and simultaneously with the incurrence of, the
         respective incurrence of Revolving Loans) then outstanding, equals the
         Revolving Loan Commitment of such Lender at such time, and

                                      -28-
<PAGE>

                  (iv) shall not exceed for all such Lenders at any time
         outstanding that aggregate principal amount which, when added to the
         sum of (I) the aggregate amount of all Letter of Credit Outstandings
         (exclusive of Unpaid Drawings which are repaid with the proceeds of,
         and simultaneously with the incurrence of, the respective incurrence of
         Revolving Loans) at such time and (II) the aggregate principal amount
         of all Swingline Loans (exclusive of Swingline Loans which are repaid
         with the proceeds of, and simultaneously with the incurrence of, the
         respective incurrence of Revolving Loans) then outstanding, equals the
         Total Revolving Loan Commitment at such time.

         (d) Swingline Loans. Subject to and upon the terms and conditions set
forth herein, the Swingline Lender agrees to make, at any time and from time to
time on or after the Initial Borrowing Date and prior to the Swingline Expiry
Date, a revolving loan or revolving loans (each a "Swingline Loan" and,
collectively, the "Swingline Loans") to the Borrower, which Swingline Loans:

                  (i) shall be made and maintained as Base Rate Loans,

                  (ii) may be repaid and reborrowed in accordance with the
         provisions hereof,

                  (iii) shall not exceed in aggregate principal amount at any
         time outstanding, when combined with the aggregate principal amount of
         all Revolving Loans then outstanding and the aggregate amount of all
         Letter of Credit Outstandings at such time, an amount equal to the
         Total Revolving Loan Commitment at such time, and

                  (iv) shall not exceed in aggregate principal amount at any
         time outstanding the Maximum Swingline Amount.

Notwithstanding anything to the contrary contained in this Section 2.01(d), (i)
the Swingline Lender shall not be obligated to make any Swingline Loans at a
time when a Lender Default exists unless the Swingline Lender has entered into
arrangements satisfactory to it and the Borrower to eliminate the Swingline
Lender's risk with respect to the Defaulting Lender's or Lenders' participation
in such Swingline Loans, including by cash collateralizing such Defaulting
Lender's or Lenders' RL Percentage of the outstanding Swingline Loans and (ii)
the Swingline Lender shall not make any Swingline Loan after it has received
written notice from the Borrower or the Required Lenders stating that a Default
or an Event of Default exists and is continuing until such time as the Swingline
Lender shall have received written notice (A) of rescission of all such notices
from the party or parties originally delivering such notice or notices or (B) of
the waiver of such Default or Event of Default by the Required Lenders.

         (e) Refunding of Swingline Loans. On any Business Day, the Swingline
Lender may, in its sole discretion, give notice to the RL Lenders that the
Swingline Lender's outstanding Swingline Loans shall be funded with one or more
Borrowings of Revolving Loans (provided that such notice shall be deemed to have
been automatically given upon the occurrence of a Default or an Event of Default
under Section 11.05 or upon the exercise of any of the remedies

                                      -29-
<PAGE>

provided in the last paragraph of Section 11), in which case one or more
Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing,
a "Mandatory Borrowing") shall be made on the immediately succeeding Business
Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage
(determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 11) and the proceeds
thereof shall be applied directly by the Swingline Lender to repay the Swingline
Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably
agrees to make Revolving Loans upon one Business Day's notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified in writing by the Swingline Lender
notwithstanding

                  (i) the amount of the Mandatory Borrowing may not comply with
         the Minimum Borrowing Amount otherwise required hereunder,

                  (ii) whether any conditions specified in Section 7 are then
         satisfied,

                  (iii) whether a Default or an Event of Default then exists,

                  (iv) the date of such Mandatory Borrowing, and

                  (v) the amount of the Total Revolving Loan Commitment at such
         time.

In the event that any Mandatory Borrowing cannot for any reason be made on the
date otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code with respect to the
Borrower), then each RL Lender hereby agrees that it shall forthwith purchase
(as of the date the Mandatory Borrowing would otherwise have occurred, but
adjusted for any payments received from the Borrower on or after such date and
prior to such purchase) from the Swingline Lender such participations in the
outstanding Swingline Loans as shall be necessary to cause the RL Lenders to
share in such Swingline Loans ratably based upon their respective RL Percentages
(determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 11), provided that (x) all
interest payable on the Swingline Loans shall be for the account of the
Swingline Lender until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the purchased
participation, shall be payable to the participant from and after such date and
(y) at the time any purchase of participations pursuant to this sentence is
actually made, the purchasing RL Lender shall be required to pay the Swingline
Lender interest on the principal amount of participation purchased for each day
from and including the day upon which the Mandatory Borrowing would otherwise
have occurred to but excluding the date of payment for such participation, at
the overnight Federal Funds Rate for the first three days and at the rate
otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder
for each day thereafter.

         2.02. Minimum Amount of Each Borrowing. The aggregate principal amount
of each Borrowing of Loans under a respective Tranche shall not be less than the
Minimum Borrowing Amount applicable to such Tranche. More than one Borrowing may
occur on the same date, but at no time shall there be outstanding more than ten
Borrowings of Eurodollar Loans in the aggregate.

                                      -30-
<PAGE>

         2.03. Notice of Borrowing.

         (a) Whenever the Borrower desires to incur (x) Eurodollar Loans
hereunder, the Borrower shall give the Administrative Agent at the Notice Office
at least three Business Days prior notice of each Eurodollar Loan to be incurred
hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and
Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give
the Administrative Agent at the Notice Office at least one Business Day's prior
notice of each Base Rate Loan to be incurred hereunder, provided that (in each
case) any such notice shall be deemed to have been given on a certain day only
if given before 10:00 A.M. (Chicago time) on such day. Each such notice (each a
"Notice of Borrowing"), except as otherwise expressly provided in Section 2.10,
shall be irrevocable and shall be given by the Borrower in writing, or by
telephone promptly confirmed in writing, in the form of Exhibit A, appropriately
completed to specify the aggregate principal amount of the Loans to be incurred
pursuant to such Borrowing, the date of such Borrowing (which shall be a
Business Day), whether the Loans being incurred pursuant to such Borrowing shall
constitute Term Loans or Revolving Loans and whether the Loans being incurred
pursuant to such Borrowing are to be initially maintained as Base Rate Loans or,
to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans,
the initial Interest Period to be applicable thereto. The Administrative Agent
shall promptly give each Lender which is required to make Loans of the Tranche
specified in the respective Notice of Borrowing, notice of such proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

         (b) (i) Whenever the Borrower desires to incur Swingline Loans
hereunder, the Borrower shall give the Swingline Lender no later than 12:00 Noon
(Chicago time) on the date that a Swingline Loan is to be incurred, written
notice or telephonic notice promptly confirmed in writing of each Swingline Loan
to be incurred hereunder. Each such notice shall be irrevocable and specify in
each case (A) the date of Borrowing (which shall be a Business Day) and (B) the
aggregate principal amount of the Swingline Loans to be incurred pursuant to
such Borrowing.

         (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 2.01(e), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 2.01(e).

         (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing or prepayment of
Loans, the Administrative Agent or the Swingline Lender, as the case may be, may
act without liability upon the basis of telephonic notice of such Borrowing or
prepayment, as the case may be, believed by the Administrative Agent or the
Swingline Lender, as the case may be, in good faith to be from the Chairman of
the Board, the President, the Chief Financial Officer, the Treasurer or any
Assistant Treasurer of the Borrower, or from any other authorized officer of the
Borrower designated in writing by the Borrower to the Administrative Agent as
being authorized to give such notices, prior to receipt of written confirmation.
In each such case, the Borrower hereby waives the right to dispute the
Administrative Agent's or Swingline Lender's record of the terms of such
telephonic notice of such Borrowing or prepayment of Loans, as the case may be,
absent manifest error.

                                      -31-
<PAGE>

         2.04. Disbursement of Funds. No later than 11:00 A.M. (Chicago time) on
the date specified in each Notice of Borrowing (or (x) in the case of Swingline
Loans, no later than 2:00 P.M. (Chicago time) on the date specified pursuant to
Section 2.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than
12:00 Noon (Chicago time) on the date specified in Section 2.01(e)), each Lender
with a Commitment of the respective Tranche will make available its pro rata
portion (determined in accordance with Section 2.07) of each such Borrowing
requested to be made on such date (or in the case of Swingline Loans, the
Swingline Lender will make available the full amount thereof). All such amounts
will be made available in Dollars and in immediately available funds at the
Payment Office, and the Administrative Agent will, except in the case of
Revolving Loans made pursuant to a Mandatory Borrowing, make available to the
Borrower at the Payment Office the aggregate of the amounts so made available by
the Lenders. Unless the Administrative Agent shall have been notified by any
Lender prior to the date of Borrowing that such Lender does not intend to make
available to the Administrative Agent such Lender's portion of any Borrowing to
be made on such date, the Administrative Agent may assume that such Lender has
made such amount available to the Administrative Agent on such date of Borrowing
and the Administrative Agent may (but shall not be obligated to), in reliance
upon such assumption, make available to the Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Administrative
Agent by such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent also shall be entitled to recover on demand from
such Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if recovered from such Lender, the overnight Federal Funds
Rate for the first three days and at the interest rate otherwise applicable to
such Loans for each day thereafter and (ii) if recovered from the Borrower, the
rate of interest applicable to the respective Borrowing, as determined pursuant
to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any
Lender from its obligation to make Loans hereunder or to prejudice any rights
which the Borrower may have against any Lender as a result of any failure by
such Lender to make Loans hereunder.

         2.05. Notes.

         (a) The Borrower's obligation to pay the principal of, and interest on,
the Loans made by each Lender shall be evidenced in the Register maintained by
the Administrative Agent pursuant to Section 13.15 and shall, if requested by
such Lender, also be evidenced (i) if Term Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-1,
with blanks appropriately completed in conformity herewith (each a " Term Note"
and, collectively, the Term Notes"), (ii) if Revolving Loans, by a promissory
note duly executed and delivered by the Borrower substantially in the form of
Exhibit B-2, with blanks appropriately completed in conformity herewith (each a
"Revolving Note" and, collectively, the "Revolving Notes"), and (iii) if
Swingline Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-3, with blanks appropriately
completed in conformity herewith (the "Swingline Note").

                                      -32-
<PAGE>

         (b) The Term Note issued to each Lender that has a Term Loan Commitment
or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable
to such Lender or its registered assigns and be dated the Initial Borrowing Date
(or, if issued after the Initial Borrowing Date, be dated the date of issuance
thereof), (iii) be in a stated principal amount equal to the Term Loans made by
such Lender on the Initial Borrowing Date (or, if issued after the Initial
Borrowing Date, be in a stated principal amount equal to the outstanding
principal amount of Term Loans of such Lender at such time) and be payable in
the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on
the Term Loan Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment
as provided in Section 5.01, and mandatory repayment as provided in Section
5.02, and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

         (c) [Intentionally omitted.]

         (d) The Revolving Note issued to each Lender that has a Revolving Loan
Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower,
(ii) be payable to such Lender or its registered assigns and be dated the
Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated
the date of the issuance thereof), (iii) be in a stated principal amount equal
to the Revolving Loan Commitment of such Lender (or, if issued after the
termination thereof, be in a stated principal amount equal to the outstanding
Revolving Loans of such Lender at such time) and be payable in the outstanding
principal amount of the Revolving Loans evidenced thereby, (iv) mature on the
Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment
as provided in Section 5.01, and mandatory repayment as provided in Section
5.02, and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

         (e) The Swingline Note issued to the Swingline Lender shall (i) be
executed by the Borrower, (ii) be payable to the Swingline Lender or its
registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
outstanding principal amount of the Swingline Loans evidenced thereby from time
to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 2.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

         (f) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in such notation shall not affect the Borrower's obligations in
respect of such Loans.

         2.06. Conversions. The Borrower shall have the option to convert on any
Business Day occurring on or after the earlier of (x) June 5, 2003 and (y) the
Syndication Date, all or a portion equal to at least the Minimum Borrowing
Amount of the outstanding principal amount of Loans

                                      -33-
<PAGE>

(other than Swingline Loans which may not be converted pursuant to this Section
2.06) made pursuant to one or more Borrowings (so long as of the same Tranche)
of one or more Types of Loans into a Borrowing (of the same Tranche) of another
Type of Loan, provided that,

                  (i) except as otherwise provided in Section 2.10(b),
         Eurodollar Loans may be converted into Base Rate Loans only on the last
         day of an Interest Period applicable to the Loans being converted and
         no such partial conversion of Eurodollar Loans shall reduce the
         outstanding principal amount of such Eurodollar Loans made pursuant to
         a single Borrowing to less than the Minimum Borrowing Amount applicable
         thereto,

                  (ii) unless the Required Lenders otherwise agree, Base Rate
         Loans may only be converted into Eurodollar Loans if no Default or
         Event of Default is in existence on the date of the conversion,

                  (iii) unless the Administrative Agent has determined that the
         Syndication Date has occurred (at which time this clause (iii) shall no
         longer be applicable), prior to the 28th day after the Initial
         Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans
         may only be made if any such conversion is effective on the first day
         of the first, second or third Interest Period referred to in clause (B)
         of the proviso in each of Sections 2.01(b)(ii) and 2.01(c)(i) and so
         long as such conversion does not result in a greater number of
         Borrowings of Eurodollar Loans prior to the 28th day after the Initial
         Borrowing Date as are permitted under such Sections, and

                  (iv) no conversion pursuant to this Section 2.06 shall result
         in a greater number of Borrowings of Eurodollar Loans than is permitted
         under Section 2.02.

Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at the Notice Office prior to 10:00 A.M. (Chicago time) at
least three Business Days prior notice (each a "Notice of Conversion")
specifying the Loans to be so converted, the Borrowing or Borrowings pursuant to
which such Loans were made and, if to be converted into Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed conversion affecting
any of its Loans. Upon any such conversion the proceeds thereof will be deemed
to be applied directly on the day of such conversion to prepay the outstanding
principal amount of the Loans being converted.

         2.07. Pro Rata Borrowings. All Borrowings of Term Loans and Revolving
Loans under this Agreement shall be incurred from the Lenders pro rata on the
basis of their Term Loan Commitments, or Revolving Loan Commitments, as the case
may be. It is understood that no Lender shall be responsible for any default by
any other Lender of its obligation to make Loans hereunder and that each Lender
shall be obligated to make the Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans hereunder.

         2.08. Interest.

         (a) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Base Rate Loan from the date of Borrowing thereof until
the earlier of (i) the maturity thereof (whether by acceleration or otherwise)
and (ii) the conversion of such Base Rate Loan to a

                                      -34-
<PAGE>

Eurodollar Loan pursuant to Section 2.06 or 2.09, as applicable, at a rate per
annum which shall be equal to the sum of the Applicable Margin plus the Base
Rate each as in effect from time to time.

         (b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of Borrowing thereof
until the earlier of (i) the maturity thereof (whether by acceleration or
otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan
pursuant to Section 2.06, 2.09 or 2.10, as applicable, at a rate per annum which
shall, during each Interest Period applicable thereto, be equal to the sum of
the Applicable Margin plus the Eurodollar Rate for such Interest Period.

         (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall, in each case, bear interest at a rate
per annum equal to the greater of (x) the rate which is 2% in excess of the rate
then borne by such Loans and (y) the rate which is 2% in excess of the rate
otherwise applicable to Base Rate Loans of the respective Tranche from time to
time, and all other overdue amounts payable hereunder or under any other Credit
Document shall bear interest at a rate per annum equal to the rate which is 2%
in excess of the rate applicable to Revolving Loans maintained as Base Rate
Loans from time to time. Interest which accrues under this Section 2.08(c) shall
be payable on demand.

         (d) Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment
Date, (ii) in respect of each Eurodollar Loan, on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period, and (iii) in respect of each Loan, on any repayment
or prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand; provided,
however, that in the case of Base Rate Loans, interest shall not be payable
pursuant to preceding clause (iii) at the time of any repayment or prepayment
thereof (but shall otherwise be payable as provided in preceding clause (i))
unless the respective repayment or prepayment is made either in conjunction with
a permanent reduction of the Total Revolving Loan Commitment or with a repayment
or prepayment in full of all outstanding Loans of the respective Tranche.

         (e) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for each Interest Period applicable to the
respective Eurodollar Loans and shall promptly notify the Borrower and the
Lenders thereof. Each such determination shall, absent manifest error, be final
and conclusive and binding on all parties hereto.

         2.09. Interest Periods. At the time the Borrower gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or prior to 10:00 A.M. (Chicago time) on the third Business Day prior
to the expiration of an Interest Period applicable to such Eurodollar Loan (in
the case of any subsequent Interest Period), the Borrower shall have the right
to elect, by giving the Administrative Agent notice thereof, the interest period
(each an "Interest Period") applicable to such Eurodollar Loan, which Interest
Period shall, at the option of the Borrower (but otherwise subject to clause (B)
of the proviso to Sections 2.01(b)(ii) and 2.01(c)(i) and to clause (iii) of the
proviso to Section 2.06), be a one, two, three or six month period and, if prior

                                      -35-
<PAGE>

to the earlier of the Syndication Date and June 5, 2003, a 7-day period,
provided that (in each case):

                  (i) all Eurodollar Loans comprising a Borrowing shall at all
         times have the same Interest Period;

                  (ii) the initial Interest Period for any Eurodollar Loan shall
         commence on the date of Borrowing of such Eurodollar Loan (including
         the date of any conversion thereto from a Base Rate Loan) and each
         Interest Period occurring thereafter in respect of such Eurodollar Loan
         shall commence on the day on which the next preceding Interest Period
         applicable thereto expires;

                  (iii) if any Interest Period for a Eurodollar Loan begins on a
         day for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period, such Interest Period shall
         end on the last Business Day of such calendar month;

                  (iv) if any Interest Period for a Eurodollar Loan would
         otherwise expire on a day which is not a Business Day, such Interest
         Period shall expire on the next succeeding Business Day; provided,
         however, that if any Interest Period for a Eurodollar Loan would
         otherwise expire on a day which is not a Business Day but is a day of
         the month after which no further Business Day occurs in such month,
         such Interest Period shall expire on the next preceding Business Day;

                  (v) unless the Required Lenders otherwise agree, no Interest
         Period may be selected at any time when a Default or an Event of
         Default is then in existence;

                  (vi) no Interest Period in respect of any Borrowing of any
         Tranche of Loans shall be selected which extends beyond the respective
         Maturity Date for such Tranche of Loans; and

                  (vii) no Interest Period in respect of any Borrowing of Term
         Loans shall be selected which extends beyond any date upon which a
         mandatory repayment of Term Loans will be required to be made under
         Section 5.02(b), as the case may be, if the aggregate principal amount
         of Term Loans which have Interest Periods which will expire after such
         date will be in excess of the aggregate principal amount of Term Loans
         then outstanding less the aggregate amount of such required repayment.

         If upon the expiration of any Interest Period applicable to a Borrowing
of Eurodollar Loans, the Borrower has failed to elect, or is not permitted to
elect, a new Interest Period to be applicable to such Eurodollar Loans as
provided above, the Borrower shall be deemed to have elected to convert such
Eurodollar Loans into Base Rate Loans effective as of the expiration date of
such current Interest Period.

         2.10. Increased Costs, Illegality, etc.

                                      -36-
<PAGE>

         (a) In the event that any Lender shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto but, with respect to clause (i) below, may be made only
by the Administrative Agent):

                  (i) on any Interest Determination Date that, by reason of any
         changes arising after the date of this Agreement affecting the
         interbank Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

                  (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loan because of (x) any change since the
         Original Effective Date in any applicable law or governmental rule,
         regulation, order, guideline or request (whether or not having the
         force of law) or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, order, guideline or request, such as, for example, but not
         limited to: (A) a change in the basis of taxation of payment to any
         Lender of the principal of or interest on the Loans or the Notes or any
         other amounts payable hereunder (except for changes in the rate of tax
         on, or determined by reference to, the net income or profits of such
         Lender pursuant to the laws of the jurisdiction in which it is
         organized or in which its principal office or applicable lending office
         is located or any subdivision thereof or therein) or (B) a change in
         official reserve requirements, but, in all events, excluding reserves
         required under Regulation D to the extent included in the computation
         of the Eurodollar Rate and/or (y) other circumstances arising since the
         Original Effective Date affecting such Lender, the interbank Eurodollar
         market or the position of such Lender in such market; or

                  (iii) at any time, that the making or continuance of any
         Eurodollar Loan has been made (x) unlawful by any law or governmental
         rule, regulation or order, (y) impossible by compliance by any Lender
         in good faith with any governmental request (whether or not having
         force of law) or (z) impracticable as a result of a contingency
         occurring after the Original Effective Date which materially and
         adversely affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone promptly
confirmed in writing) to the Borrower and, except in the case of clause (i)
above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion given by the Borrower with respect to Eurodollar Loans which have not
yet been incurred (including by way of conversion) shall be deemed rescinded by
the Borrower, (y) in the case of clause (ii) above, the Borrower shall, subject
to Section 2.14, pay to such Lender, upon such Lender's written request
therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as shall be required to

                                      -37-
<PAGE>

compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing in reasonable detail the basis for the calculation
thereof, submitted to the Borrower by such Lender shall, absent manifest error,
be final and conclusive and binding on all the parties hereto) and (z) in the
case of clause (iii) above, the Borrower shall take one of the actions specified
in Section 2.10(b) as promptly as possible and, in any event, within the time
period required by law.

         (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel such Borrowing by
giving the Administrative Agent telephonic notice (confirmed in writing) on the
same date that the Borrower was notified by the affected Lender or the
Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (y) if the
affected Eurodollar Loan is then outstanding, upon at least three Business Days
written notice to the Administrative Agent, require the affected Lender to
convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 2.10(b).

         (c) If any Lender determines that after the Original Effective Date the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC or any governmental authority, central bank
or comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then the Borrower shall, subject to
Section 2.14, pay to such Lender, upon its written demand therefor, such
additional amounts as shall be required to compensate such Lender or such other
corporation for the increased cost to such Lender or such other corporation or
the reduction in the rate of return to such Lender or such other corporation as
a result of such increase of capital. In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that such Lender's
determination of compensation owing under this Section 2.10(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.
Each Lender, upon determining that any additional amounts will be payable
pursuant to this Section 2.10(c), will give prompt written notice thereof to the
Borrower, which notice shall show in reasonable detail the basis for calculation
of such additional amounts.

         2.11. Compensation. The Borrower shall compensate each Lender, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion (whether or not
withdrawn by the Borrower or deemed withdrawn pursuant to

                                      -38-
<PAGE>

Section 2.10(a)); (ii) if any repayment (including any repayment made pursuant
to Section 5.01, Section 5.02 or as a result of an acceleration of the Loans
pursuant to Section 11) or conversion of any of its Eurodollar Loans occurs on a
date which is not the last day of an Interest Period with respect thereto; (iii)
if any prepayment of any of its Eurodollar Loans is not made on any date
specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of (x) any other default by the Borrower to repay its Eurodollar
Loans when required by the terms of this Agreement or any Note held by such
Lender or (y) any election made pursuant to Section 2.10(b).

         2.12. Change of Lending Office. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or
(iii), Section 2.10(c), Section 3.06 or Section 5.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 2.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in Sections
2.10, 2.06 and 5.04.

         2.13. Replacement of Lenders. (x) If any Lender becomes a Defaulting
Lender or otherwise defaults in its obligations to make Loans, or (y) upon the
occurrence of an event giving rise to the operation of Section 2.10(a)(ii) or
(iii), Section 2.10(c), Section 3.06 or Section 5.04 with respect to any Lender
which results in such Lender charging to the Borrower increased costs in excess
of those being generally charged by the other Lenders, the Borrower shall have
the right, if no Default or Event of Default then exists, to replace such Lender
(the "Replaced Lender") with one or more other Eligible Transferees, none of
whom shall constitute a Defaulting Lender at the time of such replacement
(collectively, the "Replacement Lender") and each of whom shall be required to
be reasonably acceptable to the Administrative Agent, provided that:

                  (i) at the time of any replacement pursuant to this Section
         2.13, the Replacement Lender shall enter into one or more Assignment
         and Assumption Agreements pursuant to Section 13.04(b) (and with all
         fees payable pursuant to said Section 13.04(b) to be paid by the
         Replacement Lender) pursuant to which the Replacement Lender shall
         acquire all of the Commitments and outstanding Loans of, and in each
         case participations in Letters of Credit by, the Replaced Lender and,
         in connection therewith, shall pay to (x) the Replaced Lender in
         respect thereof an amount equal to the sum of (I) an amount equal to
         the principal of, and all accrued interest on, all outstanding Loans of
         the Replaced Lender, (II) an amount equal to all Unpaid Drawings that
         have been funded by (and not reimbursed to) such Replaced Lender,
         together with all then unpaid interest with respect thereto at such
         time, and (III) an amount equal to all accrued, but theretofore unpaid,
         Fees owing to the Replaced Lender pursuant to Section 4.01, (y) the
         Issuing Lender an amount equal to such Replaced Lender's RL Percentage
         of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to
         the extent such amount was not theretofore funded by such Replaced
         Lender to the Issuing Lender and (z) the Swingline Lender an amount
         equal to such Replaced Lender's RL Percentage of any Mandatory
         Borrowing to the

                                      -39-
<PAGE>

         extent such amount was not theretofore funded by such Replaced Lender
         to the Swingline Lender, and

                  (ii) all obligations of the Borrower due and owing to the
         Replaced Lender at such time (other than those specifically described
         in clause (i) above in respect of which the assignment purchase price
         has been, or is concurrently being, paid) shall be paid in full to such
         Replaced Lender concurrently with such replacement.

Upon the execution of the respective Assignment and Assumption Agreement, the
payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Lender, delivery to the Replacement Lender of the
appropriate Note or Notes executed by the Borrower, the Replacement Lender shall
become a Lender hereunder and the Replaced Lender shall cease to constitute a
Lender hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 2.10, 2.11, 3.06, 5.04, 12.06
and 13.01), which shall survive as to such Replaced Lender.

         2.14. Limitation on Additional Amounts. Notwithstanding anything to the
contrary contained in Section 2.10 or 3.06, unless a Lender gives notice to the
Borrower that the Borrower is obligated to pay any amount under Section 2.10 or
3.06 within 180 days after the later of (x) the date such Lender incurs the
respective increased costs or reduction in the rate of return or (y) the date
such Lender has actual knowledge of its incurrence of the respective increased
costs or reduction in the rate of return, such Lender shall only be entitled to
be compensated for such amount by the Borrower pursuant to Section 2.10 or 3.06
to the extent the respective increased costs or reduction in the rate of return
are incurred or suffered on or after the date which occurs 180 days prior to
such Lender giving notice to the Borrower that it is obligated to pay the
respective amounts pursuant to Section 2.10 or 3.06. This Section 2.14 shall
have no applicability to any Section of this Agreement other than Sections 2.10
and 3.06.

                                   SECTION 3

                                LETTERS OF CREDIT

         3.01. Letters of Credit.

         (a) Subject to and upon the terms and conditions set forth herein, the
Borrower may request that the Issuing Lender issue, at any time and from time to
time on and after the Initial Borrowing Date and prior to the 30th day prior to
the Revolving Loan Maturity Date, for the account of the Borrower and for the
benefit of (x) any holder (or any trustee, agent or other similar representative
for any such holders) of L/C Supportable Obligations of the Borrower or any of
its Subsidiaries, an irrevocable standby letter of credit, in a form customarily
used by the Issuing Lender or in such other form as has been approved by the
Issuing Lender, and (y) sellers of goods to the Borrower or any of its
Subsidiaries, an irrevocable trade letter of credit, in a form customarily used
by the Issuing Lender or in such other form as has been approved by the Issuing
Lender (each such letter of credit, a "Letter of Credit" and, collectively, the
"Letters of Credit"). All Letters of Credit shall be denominated in Dollars and
shall be issued on a sight basis only.

                                      -40-
<PAGE>

         (b) Subject to and upon the terms and conditions set forth herein, the
Issuing Lender agrees that it will, at any time and from time to time on and
after the Initial Borrowing Date and prior to the 30th day prior to the
Revolving Loan Maturity Date, following its receipt of the respective Letter of
Credit Request, issue for the account of the Borrower, one or more Letters of
Credit as are permitted to remain outstanding hereunder without giving rise to a
Default or an Event of Default, provided that the Issuing Lender shall be under
no obligation to issue any Letter of Credit of the types described above if at
the time of such issuance:

                  (i) any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain the Issuing Lender from issuing such Letter of Credit or any
         requirement of law applicable to the Issuing Lender or any request or
         directive (whether or not having the force of law) from any
         governmental authority with jurisdiction over the Issuing Lender shall
         prohibit, or request that the Issuing Lender refrain from, the issuance
         of letters of credit generally or such Letter of Credit in particular
         or shall impose upon the Issuing Lender with respect to such Letter of
         Credit any restriction or reserve or capital requirement (for which the
         Issuing Lender is not otherwise compensated hereunder) not in effect
         with respect to the Issuing Lender on the date hereof, or any
         unreimbursed loss, cost or expense which was not applicable or in
         effect with respect to the Issuing Lender as of the date hereof and
         which the Issuing Lender reasonably and in good faith deems material to
         it; or

                  (ii) the Issuing Lender shall have received from the Borrower
         or the Required Lenders prior to the issuance of such Letter of Credit,
         notice of the type described in the second sentence of Section 3.03(b).

         3.02. Maximum Letter of Credit Outstandings; Final Maturities.
Notwithstanding anything to the contrary contained in this Agreement, (i) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) at
such time would exceed either (x) $10,000,000 or (y) when added to the sum of
(I) the aggregate principal amount of all Revolving Loans then outstanding and
(II) the aggregate principal amount of all Swingline Loans then outstanding, an
amount equal to the Total Revolving Loan Commitment at such time and (ii) each
Letter of Credit shall by its terms terminate on or before the earlier of (x)
(A) in the case of standby Letters of Credit, the date which occurs 12 months
after the date of the issuance thereof (although any such standby Letter of
Credit may be extendible for successive periods of up to 12 months, but, in each
case, not beyond the third Business Day prior to the Revolving Loan Maturity
Date, on terms acceptable to the Issuing Lender) and (B) in the case of trade
Letters of Credit, the date which occurs 180 days after the date of issuance
thereof, and (y) 30 days prior to the Revolving Loan Maturity Date.

         3.03. Letter of Credit Requests; Minimum Stated Amount.

         (a) Whenever the Borrower desires that a Letter of Credit be issued for
its account, the Borrower shall give the Administrative Agent and the Issuing
Lender at least five Business Days (or such shorter period as is acceptable to
the Issuing Lender) written notice thereof (including

                                      -41-
<PAGE>

by way of facsimile). Each notice shall be in the form of Exhibit C,
appropriately completed (each a "Letter of Credit Request"). Further, in
conjunction with each Letter of Credit Request, Borrower shall submit an
application and agreement for the issuance or amendment of a Letter of Credit in
the form from time to time in use by the Issuing Lender.

         (b) The making of each Letter of Credit Request shall be deemed to be a
representation and warranty by the Borrower that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
3.02. Unless the Issuing Lender has received notice from the Borrower or the
Required Lenders before it issues a Letter of Credit that one or more of the
conditions specified in Section 6 or 7 are not then satisfied, or that the
issuance of such Letter of Credit would violate Section 3.02, then the Issuing
Lender shall, subject to the terms and conditions of this Agreement, issue the
requested Letter of Credit for the account of the Borrower in accordance with
the Issuing Lender's usual and customary practices. Upon the issuance of or
modification or amendment to any standby Letter of Credit, the Issuing Lender
shall promptly notify the Administrative Agent and each Participant of such
issuance, modification or amendment as the case may be. Notwithstanding anything
to the contrary contained in this Agreement, in the event that a Lender Default
exists, the Issuing Lender shall not be required to issue any Letter of Credit
unless the Issuing Lender has entered into arrangements satisfactory to it and
the Borrower to eliminate the Issuing Lender's risk with respect to the
participation in Letters of Credit by the Defaulting Lender or Lenders,
including by cash collateralizing such Defaulting Lender's or Lenders' RL
Percentage of the Letter of Credit Outstandings.

         (c) The initial Stated Amount of each Letter of Credit shall not be
less than $50,000 or such lesser amount as is acceptable to the Issuing Lender.

         3.04. Letter of Credit Participations.

         (a) Immediately upon the issuance by the Issuing Lender of any Letter
of Credit, the Issuing Lender shall be deemed to have sold and transferred to
each RL Lender, other than the Issuing Lender (each such Lender, in its capacity
under this Section 3.04, a "Participant"), and each such Participant shall be
deemed irrevocably and unconditionally to have purchased and received from the
Issuing Lender, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's RL Percentage, in such Letter
of Credit, each drawing or payment made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments
or RL Percentages of the Lenders pursuant to Section 2.13 or 13.04(b), it is
hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings with respect thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 3.04 to reflect the new RL Percentages
of the assignor and assignee Lender, as the case may be.

         (b) In determining whether to pay under any Letter of Credit, the
Issuing Lender shall not have an obligation relative to the other Lenders other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by the Issuing Lender under or in connection with
any Letter

                                      -42-
<PAGE>

of Credit shall not create for the Issuing Lender any resulting liability to the
Borrower, any other Credit Party, any Lender or any other Person unless such
action is taken or omitted to be taken with gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).

         (c) In the event that the Issuing Lender makes any payment under any
Letter of Credit and the Borrower shall not have reimbursed such amount in full
to the Issuing Lender pursuant to Section 3.05(a), the Issuing Lender shall
promptly notify the Administrative Agent, which shall promptly notify each
Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Issuing Lender the amount of such Participant's RL
Percentage of such unreimbursed payment in Dollars and in same day funds. If the
Administrative Agent so notifies, prior to 12:00 A.M. New York time on any
Business Day, any Participant required to fund a payment under a Letter of
Credit, such Participant shall make available to the Issuing Lender in Dollars
such Participant's RL Percentage of the amount of such payment on such Business
Day in same day funds. If and to the extent such Participant shall not have so
made its RL Percentage of the amount of such payment available to the Issuing
Lender, such Participant agrees to pay to the Issuing Lender, forthwith on
demand such amount, together with interest thereon, for each day from such date
until the date such amount is paid to the Issuing Lender at the overnight
Federal Funds Rate for the first three days and at the interest rate applicable
to Revolving Loans maintained as Base Rate Loans for each day thereafter. The
failure of any Participant to make available to the Issuing Lender its RL
Percentage of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to the Issuing Lender
its RL Percentage of any payment under any Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to the Issuing Lender such
other Participant's RL Percentage of any such payment.

         (d) Whenever the Issuing Lender receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (c) above, the Issuing Lender shall pay to each such
Participant which has paid its RL Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the proportionate
aggregate amount originally funded by such Participant to the aggregate amount
funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

         (e) Upon the request of any Participant, the Issuing Lender shall
furnish to such Participant copies of any Letter of Credit issued by it and such
other documentation as may reasonably be requested by such Participant.

         (f) The obligations of the Participants to make payments to the Issuing
Lender with respect to Letters of Credit issued by it shall be irrevocable and
not subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                                      -43-
<PAGE>

                  (ii) the existence of any claim, setoff, defense or other
         right which the Borrower or any of its Subsidiaries may have at any
         time against a beneficiary named in a Letter of Credit, any transferee
         of any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Administrative Agent, any Participant, or any other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         or any Subsidiary of the Borrower and the beneficiary named in any such
         Letter of Credit);

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

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or (v) the occurrence of any Default or Event of Default.

         (g) All Existing Letters of Credit shall be deemed to have been issued
pursuant hereto, and from and after the Restatement Effective Date shall be
subject to and governed by the terms and conditions hereof, it being understood
that on the Restatement Effective Date, each RL Lender shall be deemed
irrevocably and unconditionally to have purchased and received from the Issuing
Lender, without recourse or warranty, an undivided interest and participation,
to the extent of such Lender's RL Percentage, in each Existing Letter of Credit,
each drawing or payment made thereunder and the obligations of the Borrower
under this Agreement with respect thereto, and any security therefor or guaranty
pertaining thereto shall be deemed to have purchased a participation in the
Existing Letters of Credit.

         3.05. Agreement to Repay Letter of Credit Drawings.

         (a) The Borrower agrees to reimburse the Issuing Lender, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office, for any payment or disbursement made by the Issuing Lender under
any Letter of Credit (each such amount, so paid until reimbursed, an "Unpaid
Drawing"), not later than one Business Day following receipt by the Borrower of
notice of such payment or disbursement (provided that no such notice shall be
required to be given if a Default or an Event of Default under Section 11.05
shall have occurred and be continuing, in which case the Unpaid Drawing shall be
due and payable immediately without presentment, demand, protest or notice of
any kind (all of which are hereby waived by the Borrower)), with interest on the
amount so paid or disbursed by the Issuing Lender, to the extent not reimbursed
prior to 11:00 A.M. (Chicago time) on the date of such payment or disbursement,
from and including the date paid or disbursed to but excluding the date the
Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal
to the Base Rate in effect from time to time plus the Applicable Margin for
Revolving Loans maintained as Base Rate Loans; provided, however, to the extent
such amounts are not reimbursed prior to 11:00 A.M. (New York time) on the third
Business Day following the receipt by the Borrower of notice of such payment or
disbursement or following the occurrence of a Default or an Event of Default
under Section 11.05, interest shall thereafter accrue on the amounts so paid or
disbursed by the

                                      -44-
<PAGE>

Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal
to the Base Rate in effect from time to time plus the Applicable Margin for
Revolving Loans maintained as Base Rate Loans plus 2%, with interest to be
payable on demand. The Issuing Lender shall give the Borrower prompt notice of
each Drawing under any Letter of Credit; provided that the failure to give any
such notice shall in no way affect, impair or diminish the Borrower's
obligations hereunder.

         (b) The obligations of the Borrower under this Section 3.05 to
reimburse the Issuing Lender with respect to drawings under Letters of Credit
(each a "Drawing") (including, in each case, interest thereon) shall be absolute
and unconditional under any and all circumstances and irrespective of any
setoff, counterclaim or defense to payment which the Borrower or any Subsidiary
of the Borrower may have or have had against the beneficiary or any Lender
(including in its capacity as the Issuing Lender or as a Participant),
including, without limitation, any defense based upon the failure of any drawing
under a Letter of Credit to conform to the terms of the Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of such
Drawing; provided, however, that the Borrower shall not be obligated to
reimburse the Issuing Lender for any wrongful payment made by the Issuing Lender
under a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Issuing Lender (as determined
by a court of competent jurisdiction in a final and non-appealable decision).

         3.06. Increased Costs. If at any time after the Original Effective
Date, the introduction of or any change in any applicable law, rule, regulation,
order, guideline or request or in the interpretation or administration thereof
by the NAIC or any governmental authority charged with the interpretation or
administration thereof, or compliance by the Issuing Lender or any Participant
with any request or directive by the NAIC or by any such authority (whether or
not having the force of law), shall either

                  (i) impose, modify or make applicable any reserve, deposit,
         capital adequacy or similar requirement against letters of credit
         issued by the Issuing Lender or participated in by any Participant, or

                  (ii) impose on the Issuing Lender or any Participant any other
         conditions relating, directly or indirectly, to this Agreement or any
         Letter of Credit;

and the result of any of the foregoing is to increase the cost to the Issuing
Lender or any Participant of issuing, maintaining or participating in any Letter
of Credit, or reduce the amount of any sum received or receivable by the Issuing
Lender or any Participant hereunder or reduce the rate of return on its capital
with respect to Letters of Credit (except for changes in the rate of tax on, or
determined by reference to, the net income or profits of the Issuing Lender or
such Participant pursuant to the laws of the jurisdiction in which it is
organized or in which its principal office or applicable lending office is
located or any subdivision thereof or therein), then, upon the delivery of the
certificate referred to below to the Borrower by the Issuing Lender or any
Participant (a copy of which certificate shall be sent by the Issuing Lender or
such Participant to the Administrative Agent), the Borrower shall, subject to
Section 2.14, pay to the Issuing Lender or such Participant such additional
amount or amounts as will compensate such Lender for such increased cost or
reduction in the amount receivable or reduction on the rate of

                                      -45-
<PAGE>

return on its capital. The Issuing Lender or any Participant, upon determining
that any additional amounts will be payable pursuant to this Section 3.06, will
give prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by the Issuing Lender or such Participant
(a copy of which certificate shall be sent by the Issuing Lender or such
Participant to the Administrative Agent), setting forth in reasonable detail the
basis for the calculation of such additional amount or amounts necessary to
compensate the Issuing Lender or such Participant. The certificate required to
be delivered pursuant to this Section 3.06 shall, absent manifest error, be
final and conclusive and binding on the Borrower.

                                   SECTION 4

                 COMMITMENT FEE; FEES; REDUCTIONS OF COMMITMENT.

         4.01. Fees.

         (a) The Borrower agrees to pay to the Administrative Agent for
distribution to each Non-Defaulting RL Lender a commitment fee (the "Commitment
Fee") for the period from and including the Restatement Effective Date to but
excluding the Revolving Loan Maturity Date (or such earlier date on which the
Total Revolving Loan Commitment has been terminated) computed at a rate per
annum for each day equal to the Applicable Margin (i.e., the Commitment Fee Rate
as specified in the definition of Applicable Margin) on the daily average
Unutilized Revolving Loan Commitment of such Non-Defaulting Lender. Accrued
Commitment Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the date upon which the Total Revolving Loan Commitment is
terminated.

         (b) The Borrower agrees to pay to the Administrative Agent for
distribution to each RL Lender (based on each such RL Lender's respective RL
Percentage) a fee in respect of each Letter of Credit (the "Letter of Credit
Fee") for the period from and including the date of issuance of such Letter of
Credit to and including the date of termination or expiration of such Letter of
Credit, computed at a rate per annum equal to the Applicable Margin then in
effect with respect to Revolving Loans maintained as Eurodollar Loans on the
daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
on the first day on or after the termination of the Total Revolving Loan
Commitment upon which no Letters of Credit remain outstanding.

         (c) The Borrower agrees to pay to the Issuing Lender, for its own
account, a fronting fee in respect of each Letter of Credit (the "Fronting Fee")
for the period from and including the date of issuance of such Letter of Credit
to and including the date of termination or expiration of such Letter of Credit,
computed at a rate per annum equal to 1/8 of 1% on the available Stated Amount
of such Letter of Credit. Fronting Fees shall be due and payable quarterly in
arrears on the next Business Day following each Quarterly Payment Date and upon
the first day on or after the termination of the Total Revolving Loan Commitment
upon which no Letters of Credit remain outstanding.

         (d) The Borrower agrees to pay to the Issuing Lender, for its own
account, upon each payment under, issuance of, or amendment to, any Letter of
Credit, such amount as shall at the time of such event be the administrative
charge and the reasonable expenses which the Issuing

                                      -46-
<PAGE>

Lender is generally imposing in connection with such occurrence with respect to
letters of credit. In addition the Borrower shall pay directly to the Issuing
Lender, for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, relating to letters
of credit as from time to time in effect. Such fees and charges are due and
payable on demand and are nonrefundable.

         (e) The Borrower agrees to pay to the Administrative Agent, for its own
account, such other fees as have been agreed to in writing by the Borrower and
the Administrative Agent.

         (f) Any fees due and payable under the Existing Credit Agreement shall
not be affected by any amendment that is contained in this Agreement.

         4.02. Voluntary Termination of Unutilized Revolving Loan Commitments.

         (a) Upon at least one Business Day's prior written notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty, to
terminate the Total Unutilized Revolving Loan Commitment in whole, or reduce it
in part, pursuant to this Section 4.02(a), in an integral multiple of $500,000
in the case of partial reductions to the Total Unutilized Revolving Loan
Commitment, provided that each such reduction shall apply proportionately to
permanently reduce the Revolving Loan Commitment of each RL Lender.

         (b) [Intentionally omitted.]

         4.03. Mandatory Reduction of Commitments.

         (a) [Intentionally omitted.]

         (b) In addition to any other mandatory commitment reductions pursuant
to this Section 4.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Lender) shall terminate in its entirety on the Initial
Borrowing Date (after giving effect to the incurrence of the Term Loans on such
date).

         (c) In addition to any other mandatory commitment reductions pursuant
to this Section 4.03, the Total Revolving Loan Commitment shall be reduced on
April 1, 2004 by a total of $5,000,000 and shall be reduced on April 1, 2005 by
a total of $5,000,000.

         (d) In addition to any other mandatory commitment reductions pursuant
to this Section 4.03, the Total Revolving Loan Commitment (and the Revolving
Loan Commitment of each Lender) shall terminate in its entirety on the earlier
of (i) the Revolving Loan Maturity Date and (ii) unless the Required Lenders
otherwise agree, the date on which a Change of Control occurs.

         (e) In addition to any other mandatory commitment reductions pursuant
to this Section 4.03, on each date after the Initial Borrowing Date upon which a
mandatory repayment of Term Loans pursuant to any of Sections 5.02(c) through
(g), inclusive, is required (and exceeds in amount the aggregate principal
amount of Term Loans then outstanding) or would be

                                      -47-
<PAGE>

required if Term Loans were then outstanding, the Total Revolving Loan
Commitment shall be permanently reduced by the amount, if any, by which the
amount required to be applied pursuant to said Sections (determined as if an
unlimited amount of Term Loans were actually outstanding) exceeds the aggregate
principal amount of Term Loans then outstanding.

         (f) Each reduction and/or termination to the Total Term Loan
Commitment, and the Total Revolving Loan Commitment shall be applied to
proportionately reduce and/or terminate the Term Loan Commitment, the and the
Revolving Loan Commitment, as the case may be, of each Lender with such a
Commitment.

                                   SECTION 5

                          PREPAYMENTS; PAYMENTS; TAXES.

         5.01. Voluntary Prepayments.

         (a) The Borrower shall have the right to prepay the Loans, without
premium or penalty, in whole or in part at any time and from time to time on the
following terms and conditions:

                  (i) the Borrower shall give the Administrative Agent prior to
         11:00 A.M. (Chicago time) at the Notice Office (x) at least one
         Business Day's prior written notice (or telephonic notice promptly
         confirmed in writing) of its intent to prepay Base Rate Loans (or same
         day notice in the case of a prepayment of Swingline Loans) and (y) at
         least three Business Days prior written notice (or telephonic notice
         promptly confirmed in writing) of its intent to prepay Eurodollar
         Loans, which notice (in each case) shall specify whether Term Loans,
         Revolving Loans or Swingline Loans shall be prepaid, the amount of such
         prepayment and the Types of Loans to be prepaid and, in the case of
         Eurodollar Loans, the specific Borrowing or Borrowings pursuant to
         which made, and which notice the Administrative Agent shall, except in
         the case of Swingline Loans, promptly transmit to each of the Lenders;

                  (ii) (x) each partial prepayment of Term Loans pursuant to
         this Section 5.01(a) shall be in an aggregate principal amount of at
         least $500,000, (y) each partial prepayment of Revolving Loans pursuant
         to this Section 5.01(a) shall be in an aggregate principal amount of at
         least $250,000 and (z) each partial prepayment of Swingline Loans
         pursuant to this Section 5.01(a) shall be in an aggregate principal
         amount of at least $50,000, provided that if any partial prepayment of
         Eurodollar Loans made pursuant to any Borrowing shall reduce the
         outstanding principal amount of Eurodollar Loans made pursuant to such
         Borrowing to an amount less than the Minimum Borrowing Amount
         applicable thereto, then such Borrowing may not be continued as a
         Borrowing of Eurodollar Loans and any election of an Interest Period
         with respect thereto given by the Borrower shall have no force or
         effect;

                  (iii) each prepayment pursuant to this Section 5.01(a) in
         respect of any Loans made pursuant to a Borrowing shall be applied pro
         rata among such Loans,

                                      -48-
<PAGE>

         provided that at the Borrower's election in connection with any
         prepayment of Revolving Loans pursuant to this Section 5.01(a), such
         prepayment shall not, so long as no Default or Event of Default then
         exists, be applied to any Revolving Loan of a Defaulting Lender; and

                  (iv) each prepayment of any Tranche of Term Loans pursuant to
         this Section 5.01(a) shall be applied to reduce the then remaining
         Scheduled Repayments of such Tranche of Term Loans in the inverse order
         of maturity.

         (b) [Intentionally omitted.]

         5.02. Mandatory Repayments and Commitment Reductions.

         (a) Obligations in Excess of Commitments. On any day on which the sum
of (I) the aggregate outstanding principal amount of all Revolving Loans (after
giving effect to all other repayments thereof on such date), (II) the aggregate
outstanding principal amount of all Swingline Loans (after giving effect to all
other repayments thereof on such date) and (III) the aggregate amount of all
Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at
such time, the Borrower shall prepay on such day the principal of Swingline
Loans and, after all Swingline Loans have been repaid in full or if no Swingline
Loans are outstanding, Revolving Loans in an amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of the Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment of such time, the Borrower shall pay
to the Administrative Agent at the Payment Office on such day an amount of cash
and/or Cash Equivalents equal to the amount of such excess (up to a maximum
amount equal to the Letter of Credit Outstandings at such time), such cash
and/or Cash Equivalents to be held as security for all obligations of the
Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral
account to be established by the Administrative Agent.

         (b) Term Loans. In addition to any other mandatory repayments pursuant
to this Section 5.02, on (each date set forth below,) the Borrower shall be
required to repay that principal amount of Term Loans, to the extent then
outstanding, as is set forth opposite each such date below (each such repayment,
as the same may be reduced as provided in Sections 5.01(a) and 5.02(h), a "Term
Loan Scheduled Repayment"):

                                      -49-
<PAGE>

<TABLE>
<CAPTION>
                         TERM LOAN
                 SCHEDULED REPAYMENT DATE                                          AMOUNT
---------------------------------------------------------                    ------------------
<S>                                                                          <C>
(i) the last Business Day of the calendar quarter ending                       (i) $  3,750,000
June 30, 2003, and the last Business Day of each calendar
quarter thereafter to and including the calendar quarter
ending March 31, 2005

(ii) the last Business Day of the calendar quarter ending
June 30, 2005, and the last Business Day of each calendar                     (ii) $  5,000,000
quarter  thereafter to and including the calendar quarter
ending March 31, 2007

(iii) On April 30, 2007                                                      (iii) $  30,000,00
</TABLE>

         (c) Equity Issuance. In addition to any other mandatory repayments
pursuant to this Section 5.02, on each date on or after the Initial Borrowing
Date upon which the Borrower or any of its Subsidiaries receives any cash
proceeds from any capital contribution or any sale or issuance of its equity
(other than cash proceeds received (i) from the issuance by the Borrower of
shares of its common stock (including as a result of the exercise of any options
with regard thereto), or options to purchase shares of its common stock, to
officers, directors and employees of the Borrower or any of its Subsidiaries in
an aggregate amount not to exceed $500,000 in any fiscal year of the Borrower or
(ii) from equity contributions to any Subsidiary of the Borrower to the extent
made by the Borrower or another Subsidiary of the Borrower), an amount equal to
50% of the Net Equity Proceeds of such capital contribution or sale or issuance
of equity shall be applied on such date as a mandatory repayment of principal of
outstanding Term Loans in accordance with the requirements of Sections 5.02(h)
and (i).

         (d) Debt Issuance. In addition to any other mandatory repayments
pursuant to this Section 5.02, on each date on or after the Initial Borrowing
Date upon which the Borrower or any of its Subsidiaries receives any cash
proceeds from any incurrence by the Borrower or any of its Subsidiaries of
Indebtedness for borrowed money (other than Indebtedness for borrowed money
permitted to be incurred pursuant to Section 10.04 as such Section is in effect
on the Restatement Effective Date), an amount equal to 100% of the Net Debt
Proceeds of the respective incurrence of Indebtedness shall be applied on such
date as a mandatory repayment of principal of outstanding Term Loans in
accordance with the requirements of Sections 5.02(h) and (i).

         (e) Asset Sales. In addition to any other mandatory repayments pursuant
to this Section 5.02, on each date on or after the Initial Borrowing Date upon
which the Borrower or any of its Subsidiaries receives any cash proceeds from
any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall
be applied on such date as a mandatory repayment of principal of outstanding
Term Loans in accordance with the requirements of Sections 5.02(h) and (i);
provided that with respect to no more than $5,000,000 in the aggregate of cash
proceeds from

                                      -50-
<PAGE>

Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom
shall not be required to be so applied on such date so long as no Default or
Event of Default then exists and the Borrower has delivered a certificate to the
Administrative Agent on or prior to such date stating that such Net Sale
Proceeds shall be used to purchase assets used or to be used in the business
permitted pursuant to Section 10.15 (including, without limitation (but only to
the extent permitted by Section 10.02), the purchase of the assets or 100% of
the capital stock of a Person engaged in such businesses) within 180 days
following the date of such Asset Sale (which certificate shall set forth the
estimates of the proceeds to be so expended), and provided further, that if all
or any portion of such Net Sale Proceeds not required to be applied to the
repayment of outstanding Term Loans are not so reinvested within such 180-day
period (or such earlier date, if any, as the Borrower determines not to reinvest
the Net Sale Proceeds from such Asset Sale as set forth above), such remaining
portion shall be applied on the last day of such period (or such earlier date,
as the case may be) as a mandatory repayment of principal of outstanding Term
Loans as provided above in this Section 5.02(e) without regard to the preceding
proviso. Notwithstanding the foregoing, Net Sale Proceeds of up to $7,000,000
from the sale of the Borrower's property consisting of approximately 25.7 acres,
consisting of two parcels, located in Montebello, New York shall not be required
to be applied to a mandatory prepayment of Term Loans pursuant to this Section
5.02(e).

         (f) Excess Cash Flow. In addition to any other mandatory repayments
pursuant to this Section 5.02, on each Excess Cash Payment Date, an amount equal
to 50% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall
be applied as a mandatory repayment of principal of outstanding Term Loans in
accordance with the requirements of Sections 5.02(h) and (i); provided, however,
that no repayment shall be required pursuant to this Section 5.02(f) if on such
Excess Cash Payment Date no Default or Event of Default then exists and the
Consolidated Total Leverage Ratio at such time is less then 2.00:1.

         (g) Insurance Proceeds. In addition to any other mandatory repayments
pursuant to this Section 5.02, within 10 days following each date on or after
the Initial Borrowing Date upon which the Borrower or any of its Subsidiaries
receives any cash proceeds from any Recovery Event (other than Recovery Events
in which the Net Insurance Proceeds therefrom do not exceed $100,000), an amount
equal to 100% of the Net Insurance Proceeds from such Recovery Event shall be
applied on such date as a mandatory repayment of principal of outstanding Term
Loans in accordance with the requirements of Sections 5.02(h) and (i); provided
that so long as no Default or Event of Default then exists, such Net Insurance
Proceeds shall not be required to be so applied on such date to the extent that
the Borrower has delivered a certificate to the Administrative Agent on or prior
to such date stating that such Net Insurance Proceeds shall be used to replace
or restore any properties or assets in respect of which such Net Insurance
Proceeds were paid within 180 days following the date of the receipt of such Net
Insurance Proceeds (which certificate shall set forth the estimates of the Net
Insurance Proceeds to be so expended), and provided further, that (i) if the
amount of such Net Insurance Proceeds exceeds $2,500,000, then the entire amount
of such Net Insurance Proceeds (and not just the portion of such Net Insurance
Proceeds in excess of $2,500,000) shall be deposited with the Administrative
Agent pursuant to a cash collateral arrangement reasonably satisfactory to the
Administrative Agent whereby such proceeds shall be disbursed to the Borrower
from time to time as needed to pay actual costs incurred by it or its applicable
Subsidiary in connection with the replacement or restoration of the respective
properties or assets (pursuant to such certification requirements as

                                      -51-
<PAGE>

may be reasonably required by the Administrative Agent, including certifications
to the effect that (x) no Default or Event of Default then exists and (y) the
Borrower or its applicable Subsidiary has actually incurred such costs (which
certification shall be accompanied by any paid invoices or invoices required to
be paid within 5 Business Days thereafter)), although at any time while an Event
of Default has occurred and is continuing, the Required Lenders may direct the
Administrative Agent (in which case the Administrative Agent shall, and is
hereby authorized by the Borrower to, follow said directions) to apply any or
all proceeds then on deposit in such collateral account to the repayment of
Obligations hereunder, and (ii) if all or any portion of such Net Insurance
Proceeds not required to be applied to the repayment of outstanding Term Loans
pursuant to the preceding proviso are not so used within 180 days after the date
of the receipt of such Net Insurance Proceeds (or such earlier date, if any, as
the Borrower determines not to reinvest the Net Insurance Proceeds relating to
such Recovery Event as set forth above), such remaining portion shall be applied
on the last day of such period (or such earlier date, as the case may be) as a
mandatory repayment of principal of outstanding Term Loans as provided above in
this Section 5.02(h) without regard to the preceding proviso.

         (h) Pro Rata Application of Mandatory Repayment. Each amount required
to be applied to the outstanding Term Loans pursuant to Sections 5.02(c), (d),
(e), (f) and (g) shall be applied to reduce the then remaining Scheduled
Repayments of the Term Loans in the inverse order of maturity.

         (i) Applications to Types of Loans. With respect to each repayment of
Loans required by this Section 5.02, the Borrower may designate the Types of
Loans of the respective Tranche which are to be repaid and, in the case of
Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche
pursuant to which made, provided that: (i) repayments of Eurodollar Loans
pursuant to this Section 5.02 may only be made on the last day of an Interest
Period applicable thereto unless all Eurodollar Loans of the respective Tranche
with Interest Periods ending on such date of required repayment and all Base
Rate Loans of the respective Tranche have been paid in full; (ii) if any
repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce
the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount
less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall
be converted at the end of the then current Interest Period into a Borrowing of
Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans. In the absence of a
designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
sole discretion.

         (j) [Intentionally omitted.]

         (k) Revolving Loans. Upon the payment in full of all Term Loans, 50% of
all Net Equity Proceeds, 100% of all Net Debt Proceeds and 100% of all cash
proceeds from any Asset Sale (except as provided in Section 5.02(e)), which in
each case before repayment of the Term, Loans would be required to be applied to
the repayment thereof, shall be forthwith applied to the mandatory repayment of
the Revolving Loans. Concurrent with such application, the Total Revolving Loan
Commitment shall be reduced by a like amount.

                                      -52-
<PAGE>

         (l) Maturity Date; Change of Control. Notwithstanding anything to the
contrary contained in this Agreement or in any other Credit Document, (i) all
then outstanding Loans of any Tranche shall be repaid in full on the respective
Maturity Date for such Tranche of Loans and (ii) unless the Required Lenders
otherwise agree, all then outstanding Loans shall be repaid in full on the date
on which a Change of Control occurs.

         5.03. Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or under any Note shall be
made to the Administrative Agent for the account of the Lender or Lenders
entitled thereto not later than 11:00 A.M. (Chicago time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office. Whenever any payment to be made hereunder or under any Note shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the applicable rate during
such extension.

         5.04. Net Payments.

         (a) All payments made by the Borrower hereunder or under any Note will
be made without setoff, counterclaim or other defense. Except as provided in
Section 5.04(b), all such payments will be made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein with respect to such payments (but excluding, except as
provided in the second succeeding sentence, any tax imposed on or measured by
the net income or profits of a Lender pursuant to the laws of the jurisdiction
in which it is organized or the jurisdiction in which the principal office or
applicable lending office of such Lender is located or any subdivision thereof
or therein) and all interest, penalties or similar liabilities with respect to
such non-excluded taxes, levies, imposts, duties, fees, assessments or other
charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments
or other charges being referred to collectively as "Taxes"). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due under this Agreement or under any Note, after withholding or deduction for
or on account of any Taxes, will not be less than the amount provided for herein
or in such Note. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, the Borrower agrees to reimburse each Lender, upon the
written request of such Lender, for taxes imposed on or measured by the net
income or profits of such Lender pursuant to the laws of the jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located and for any withholding of taxes as such Lender shall
determine are payable by, or withheld from, such Lender, in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence. The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by the
Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and
reimburse such Lender upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Lender.

                                      -53-
<PAGE>

         (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
agrees to deliver to the Borrower and the Administrative Agent on or prior to
the Restatement Effective Date or, in the case of a Lender that is an assignee
or transferee of an interest under this Agreement pursuant to Section 2.13 or
13.04(b) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender's entitlement as of such date to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete
exemption under an income tax treaty) (or any successor forms) pursuant to
clause (i) above, (x) a certificate substantially in the form of Exhibit D (any
such certificate, a "Section 5.04(b)(ii) Certificate") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN (with
respect to the portfolio interest exemption) (or successor form) certifying to
such Lender's entitlement as of such date to a complete exemption from United
States withholding tax with respect to payments of interest to be made under
this Agreement and under any Note. In addition, each Lender agrees that from
time to time after the Restatement Effective Date, when a lapse in time or
change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, such Lender will deliver to the Borrower and
the Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits
of any income tax treaty), Form W-8BEN (with respect to the portfolio interest
exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish the entitlement
of such Lender to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement and any Note, or
such Lender shall immediately notify the Borrower and the Administrative Agent
of its inability to deliver any such Form or Certificate, in which case such
Lender shall not be required to deliver any such Form or Certificate pursuant to
this Section 5.04(b).

         (c) Notwithstanding anything to the contrary contained in Section
5.04(a), but subject to Sections 5.04(b) and 13.04(b), (i) the Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, Fees or other
amounts payable hereunder for the account of any Lender which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes to the extent that such Lender has not provided
to the Borrower U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (ii) the Borrower shall not be
obligated pursuant to Section 5.04(a) to gross-up payments to be made to a
Lender in respect of income or similar taxes imposed by the United States if (I)
such Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 5.04(b) or (II)
in the case of a payment, other than interest, to a Lender described in Section
5.04(b) (ii) above, to the extent that such Forms do not establish a complete
exemption from withholding of such taxes.

                                      -54-
<PAGE>

         (d) Subject to Section 5.04 and except as set forth in Section
13.04(b), the Borrower further agrees to pay any additional amounts and to
indemnify each Lender in the manner set forth in Section 5.04(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any Taxes deducted or withheld by it as described in the immediately
preceding sentence as a result of any changes that are effective after the
Restatement Effective Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of such Taxes.

                                   SECTION 6

                      CONDITIONS PRECEDENT TO CREDIT EVENTS
                        ON THE RESTATEMENT EFFECTIVE DATE

         This Agreement shall become effective as of the date (the "Restatement
Effective Date") on which each of the following conditions shall have been
satisfied: (i) the Borrower, the Administrative Agent and each of the Lenders
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered the same to the Administrative Agent at
the Notice Office or, in the case of the Lenders, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or telex notice
(actually received) at such office that the same has been signed and mailed to
it, and (ii) the Administrative Agent shall have determined that it has received
evidence, in form and substance reasonably satisfactory to it, that the
conditions set forth in Sections 6.01 through 6.19, inclusive, have been
satisfied (except for such conditions (i) which in the Administrative Agent's
determination are not sufficiently material to justify a delay of the
Restatement Effective Date and (ii) as to which the Borrower has given written
assurances to the Administrative Agent that such conditions shall be satisfied
within thirty days following the Restatement Effective Date, it being expressly
understood and Borrower agrees that failure to timely satisfy such conditions
constitutes an Event of Default). If the Restatement Effective Date does not
occur on or before June 30, 2003, this Agreement shall be null and void.

         6.01. Execution of Agreement; Disclosure Letter; Notes. On or prior to
the Restatement Effective Date, (i) the Lenders shall have received an executed
copy of the Disclosure Letter, dated the Restatement Effective Date, which shall
be in form and substance satisfactory to the Administrative Agent and the
Required Lenders, and (ii) there shall have been delivered to the Administrative
Agent for the account of each of the Lenders that has requested same the
appropriate Term Note and/or Revolving Note executed by the Borrower and to the
extent requested by the Swingline Lender, the Swingline Note executed by the
Borrower, in each case, in the amount, maturity and as otherwise provided
herein.

         6.02. Officer's Certificate. On or prior to the Restatement Effective
Date, the Administrative Agent shall have received a certificate, dated the
Restatement Effective Date and signed on behalf of the Borrower by the Chairman
of the Board, the President, the Chief Financial Officer or any Vice President
of the Borrower, certifying on behalf of the Borrower that all of the conditions
in Sections 6.06, 6.07, 6.08 and 7.01 have been satisfied on such date (although
no such certification shall be required to the extent that any determination to
be made under any such Section is to be made by the Administrative Agent or any
Lender).

                                      -55-
<PAGE>

         6.03. Opinions of Counsel. On or prior to the Restatement Effective
Date, the Administrative Agent shall have received (i) from Robins Kaplan Miller
& Ciresi LLP, special counsel to the Borrower, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Restatement Effective Date covering the matters set forth in Exhibit E-1 and
such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request, dated the Restatement Effective
Date, (ii) from Gardner Carton & Douglas LLC, special Illinois counsel to the
Borrower, an opinion addressed to the Administrative Agent, the Collateral Agent
and each of the Lenders and dated the Restatement Effective Date covering the
matters set forth in Exhibit E-2 and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably
request, dated the Restatement Effective Date, (iii) from Koley Jessen, special
Iowa and Nebraska counsel to the Borrower, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Restatement Effective Date covering the matters set forth in Exhibit E-3 and
such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request, dated the Restatement Effective
Date, and (iv) from Godfrey & Kahn, special Wisconsin counsel to the Borrower,
an opinion addressed to the Administrative Agent, the Collateral Agent and each
of the Lenders and dated the Restatement Effective Date covering the matters set
forth in Exhibit E-4 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request, dated
the Restatement Effective Date.

         6.04. Corporate Documents; Proceedings; etc.

         (a) On or prior to the Restatement Effective Date, the Administrative
Agent shall have received a certificate from each Credit Party, dated the
Restatement Effective Date, signed by the Chairman of the Board, the President,
the Chief Financial Officer or any Vice President of such Credit Party, and
attested to by the Secretary or any Assistant Secretary of such Credit Party, in
the form of Exhibit F with appropriate insertions, together with copies of the
certificate of incorporation and by-laws (or equivalent organizational
documents) of such Credit Party and the resolutions of such Credit Party
referred to in such certificate, and each of the foregoing shall be in form and
substance reasonably acceptable to the Administrative Agent.

         (b) All corporate, partnership and limited liability company and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent and
the Required Lenders, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of
corporate proceedings, governmental approvals, good standing certificates and
bring-down telegrams or facsimiles, if any, which the Administrative Agent
reasonably may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper corporate or governmental
authorities.

         6.05. Plans; Shareholders' Agreements; Employment Agreements; Existing
Indebtedness Agreements. On or prior to the Restatement Effective Date, there
shall have been delivered to the Administrative Agent true and correct copies of
the following documents:

                                      -56-
<PAGE>

                  (i) all Plans (and for each Plan that is required to file an
         annual report on Internal Revenue Service Form 5500-series, a copy of
         the most recent such report (including, to the extent required, the
         related financial and actuarial statements and opinions and other
         supporting statements, certifications, schedules and information), and
         for each Plan that is a "single-employer plan," as defined in Section
         4001(a)(15) of ERISA, the most recently prepared actuarial valuation
         therefor) and any other "employee benefit plans," as defined in Section
         3(3) of ERISA, and any other material agreements, plans or
         arrangements, with or for the benefit of current or former employees of
         the Borrower or any of its Subsidiaries or ERISA Affiliates (provided
         that the foregoing shall apply in the case of any multiemployer plan,
         as defined in Section 4001(a)(3) of ERISA, only to the extent that any
         document described therein is in the possession of the Borrower, any
         Subsidiary of the Borrower or any ERISA Affiliate or reasonably
         available thereto from the sponsor or trustee of any such Plan)
         (collectively, the "Employee Benefit Plans";

                  (ii) all agreements entered into by the Borrower or any of its
         Subsidiaries governing the terms and relative rights of its capital
         stock and any agreements entered into by its shareholders relating to
         any such entity with respect to its capital stock (collectively, the
         "Shareholders' Agreements");

                  (iii) all material employment agreements entered into by the
         Borrower or any of its Subsidiaries (collectively, the "Employment
         Agreements");

                  (iv) all agreements evidencing or relating to any material
         Indebtedness of the Borrower or any of its Subsidiaries which are to
         remain outstanding after giving effect to the Refinancing, including
         but not limited to the Subordinated Debt (collectively, the "Existing
         Indebtedness Agreements");

all of which Employee Benefit Plans, Shareholders' Agreements, Employment
Agreements, and Existing Indebtedness Agreements shall be in full force and
effect on the Restatement Effective Date.

         6.06. Completion of the Credit Documents and Fee Payment. On or prior
to the Restatement Effective Date, (i) the parties to the Credit Documents shall
have executed and delivered the Credit Documents, and (ii) the Borrower shall
have paid all fees and expenses in connection with the foregoing and the
Refinancing.

         6.07. Adverse Change, etc.

         (a) Nothing shall have occurred (and neither the Administrative Agent
nor any Lender shall have become aware of any facts or conditions not previously
known) which the Administrative Agent or the Required Lenders shall reasonably
determine has had, or could reasonably be expected to have, a Material Adverse
Effect.

         (b) On or prior to the Restatement Effective Date, all necessary
governmental (domestic and foreign) and third party approvals and/or consents in
connection with the Refinancing and

                                      -57-
<PAGE>

the other transactions contemplated by the Credit Documents and otherwise
referred to herein or therein shall have been obtained and remain in effect, and
all applicable waiting periods with respect thereto shall have expired without
any action being taken by any competent authority which restrains, prevents or
imposes materially adverse conditions upon the consummation of the Refinancing
or the other transactions contemplated by the Credit Documents or otherwise
referred to herein or therein. Additionally, there shall not exist any judgment,
order, injunction or other restraint issued or filed or a hearing seeking
injunctive relief or other restraint pending or notified prohibiting or imposing
materially adverse conditions upon the Refinancing or the other transactions
contemplated by the Credit Documents or otherwise referred to herein or therein.

         6.08. Litigation. On the Restatement Effective Date, there shall be no
actions, suits or proceedings pending or threatened (i) with respect to the
Refinancing or this Agreement or any other Credit Document or (ii) which the
Administrative Agent or the Required Lenders shall reasonably determine could
reasonably be expected to have a Material Adverse Effect.

         6.09. Pledge Agreement. On or prior to the Restatement Effective Date,
each Credit Party shall have duly authorized, executed and delivered the Pledge
Agreement in the form of Exhibit G (as amended, modified or supplemented from
time to time, the "Pledge Agreement") and shall have delivered to the Collateral
Agent, as Pledgee thereunder, all of the Pledge Agreement Collateral, if any,
referred to therein and then owned by such Credit Party, (x) endorsed in blank
in the case of promissory notes constituting Pledge Agreement Collateral and (y)
together with executed and undated stock powers in the case of capital stock
constituting Pledge Agreement Collateral.

         6.10. Security Agreement. On or prior to the Restatement Effective
Date, each Credit Party shall have duly authorized, executed and delivered the
Security Agreement in the form of Exhibit H (as modified, supplemented or
amended from time to time, the "Security Agreement") covering all of such Credit
Party's present and future Security Agreement Collateral.

         6.11. Mortgages. On or prior to the Restatement Effective Date, the
Borrower shall have duly authorized, executed and delivered the Mortgages in
appropriate form for recording, with respect to the properties located in Omaha,
Nebraska, Carter Lake, Iowa and Marshfield, Wisconsin, together with:

                  (i) funds sufficient to pay any filing or recording tax or fee
         in connection with any and all UCC-1 financing statements and the
         Mortgages;

                  (ii) with respect to each Mortgaged Property, an ALTA Loan
         Policy 1970 (10-17-70) (or other form acceptable to the Collateral
         Agent and the Lenders) mortgagee policy of title insurance or a binder
         issued by a title insurance company satisfactory to the Collateral
         Agent and the Lenders insuring (or undertaking to insure, in the case
         of a binder) that the Mortgage creates and constitutes a valid first
         Lien against the Mortgaged Property in favor of the Collateral Agent,
         subject only to exceptions acceptable to the Collateral Agent and the
         Lenders, with such endorsements and affirmative insurance as the
         Collateral Agent or any Lender may reasonably request;

                                      -58-
<PAGE>

                  (iii) evidence that the Collateral Agent has been named as
         loss payee under all policies of casualty insurance, and as additional
         insured under all policies of liability insurance, required by the
         Mortgage;

                  (iv) flood insurance and earthquake insurance on terms
         satisfactory to the Collateral Agent and the Lenders;

                  (v) current ALTA surveys and surveyor's certification as to
         all real property and all land covered by a lease in respect of which
         there is delivered a Mortgage, or as may be reasonably required by the
         Collateral Agent, each in form and substance satisfactory to the
         Collateral Agent and the Lenders;

                  (vi) proof of payment of all title insurance premiums,
         documentary stamp or intangible taxes, recording fees and mortgage
         taxes payable in connection with the recording of any Mortgage or the
         issuance of the title insurance policies (whether due on the Closing
         Date or in the future) including sums due in connection with any future
         advances;

                  (vii) such consents, estoppels, subordination agreements and
         other documents and instruments executed by landlords, tenants and
         other Persons party to material contracts relating to any Collateral as
         to which the Collateral Agent shall be granted a Lien for the benefit
         of the Lenders, as requested by the Collateral Agent or any Lender; and

                  (viii) evidence that all other actions necessary or, in the
         opinion of the Collateral Agent or the Lenders, desirable to perfect
         and protect the first priority Lien created by the Mortgages, and to
         enhance the Collateral Agent's ability to preserve and protect its
         interests in and access to the Collateral, have been taken;

         6.12. Evidence of Perfection, etc. On or prior to the Restatement
Effective Date, the Administrative Agent shall have received the following:

                  (i) proper Financing Statements (Form UCC-1 or the equivalent)
         fully executed for filing under the UCC or other appropriate filing
         offices of each jurisdiction as may be necessary or, in the reasonable
         opinion of the Collateral Agent, desirable to perfect the security
         interests purported to be created by the Security Agreement and the
         Mortgages;

                  (ii) certified copies of Requests for Information or Copies
         (Form UCC-11), or equivalent reports, listing all effective financing
         statements that name the Borrower, or any of its Subsidiaries as debtor
         and that are filed in the jurisdictions referred to in clause (i)
         above, together with copies of such other financing statements that
         name the Borrower, or any of its Subsidiaries as debtor (none of which
         shall cover any of the Collateral except to the extent evidencing
         Permitted Liens or in respect of which the Collateral Agent shall have
         received termination statements (Form UCC-3) or such other termination
         statements as shall be required by local law fully executed for
         filing);

                                      -59-
<PAGE>

                  (iii) evidence of the completion of all other recordings and
         filings of, or with respect to, the Security Agreement and the
         Mortgages as may be necessary or, in the reasonable opinion of the
         Collateral Agent, desirable to perfect the security interests intended
         to be created by the Security Agreement and the Mortgages;

                  (iv) to the extent the Administrative Agent shall request,
         duly executed Control Agreements with respect to any Collateral in
         which a security interest therein is perfected by control under the UCC
         (including, Control Agreements pursuant to Section 3.2(a)(vii) of the
         Pledge Agreement); and

                  (v) evidence that all other actions necessary or, in the
         reasonable opinion of the Collateral Agent, desirable to perfect and
         protect the security interests purported to be created by the Security
         Agreement have been taken.

         6.13. Subsidiaries Guaranty. On or prior to the Restatement Effective
Date, each Subsidiary Guarantor shall have duly authorized, executed and
delivered a Guaranty in the form of Exhibit I (as modified, amended or
supplemented from time to time, the "Subsidiaries Guaranty").

         6.14. Insurance Policies. On or prior to the Restatement Effective
Date, the Administrative Agent shall have received standard lenders' payable
endorsements with respect to the insurance policies or other instruments or
documents evidencing insurance coverage on the properties of the Borrower in
accordance with Section 9.03;

         6.15. [Intentionally omitted.]

         6.16. Financial Statements; Projections. On or prior to the Restatement
Effective Date, the Administrative Agent shall have received true and correct
copies of (i) the financial statements referred to in Section 8.05(a), (ii) the
Projections referred to in Sections 8.05(d), and (iii) a draft of the Borrower's
consolidated audited financial statements for the fiscal year ended December 31,
2002, all of which financial statements, Projections and draft audited financial
statements shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.

         6.17. Solvency Certificate; Insurance Certificates. On or prior to the
Restatement Effective Date, the Administrative Agent shall have received the
following dated the Restatement Effective Date:

                  (i) a solvency certificate from the chief financial officer of
         the Borrower in the form of Exhibit J; and

                  (ii) certificates of insurance complying with the requirements
         of Section 9.03 for the business and properties of the Borrower and its
         Subsidiaries, in form and substance reasonably satisfactory to the
         Administrative Agent and naming the Collateral Agent as an additional
         insured and as loss payee, and stating that such insurance shall not be
         canceled without at least 30 days prior written notice by the insurer
         to the Collateral Agent.

                                      -60-
<PAGE>

         6.18. Senior Subordinated Note Compliance.

         (a) On or prior to the Restatement Effective Date, the Administrative
Agent shall have received a certificate from the Borrower's chief financial
officer, dated the Restatement Effective Date, demonstrating in reasonable
detail (and showing the financial calculations therefor) that the full amount of
the Loans being incurred on the Restatement Effective Date may be incurred in
accordance with, and will not violate the provisions of, Section 4.12 of the
Senior Subordinated Note Indenture.

         (b) On or prior to the Restatement Effective Date, the Borrower shall
have delivered to the trustee under the Senior Subordinated Note Indenture and
to the Administrative Agent the officers' certificate, dated the Restatement
Effective Date, contemplated by the parenthetical in clause (vi) of the final
sentence of the definition of "Senior Debt" contained in the Senior Subordinated
Note Indenture.

         6.19. Fees, etc. On or prior to the Restatement Effective Date, the
Borrower shall have paid to the Administrative Agent and Bank of America
Securities LLC as arranger ("Arranger") all costs, fees and expenses (including,
without limitation, legal fees and expenses) payable to the Administrative Agent
and the Arranger to the extent then due.

         6.20. Consummation of the Refinancing. On the Restatement Effective
Date, concurrent with the satisfaction of the conditions specified in the first
paragraph of Section 6, and Sections 6.01 through 6.19, inclusive, the following
(collectively, the "Refinancing") shall occur: (i) the Borrower shall effect
Borrowings of Term Loans and Revolving Loans in an amount sufficient to repay in
full all Obligations under and as defined in the Existing Credit Agreement
(other than in respect of the Existing Letters of Credit) (such Obligations to
be repaid being called collectively, the "Existing Obligations"), (ii) the
Administrative Agent shall apply the proceeds of the initial Borrowings (and any
other immediately available funds that have been made available from the
Borrower to the Administrative Agent) to repay in full the Existing Obligations
(whereupon (x) the commitments of the Non-Renewing Lenders to extend credit
under the Existing Credit Agreement, including the participation of the
Non-Renewing Lenders in the Existing Letters of Credit, shall automatically
terminate, and (y) pursuant to section 3.04, each RL Lender shall be deemed to
have purchased and received from the Issuing Lender, an undivided interest and
participation, to the extent of such Lender's RL Percentage, in each Existing
Letter of Credit). The Administrative Agent will give the Borrower and each
Lender prompt written notice of the occurrence of the Restatement Effective
Date.

                                   SECTION 7

                   CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.

         The Refinancing and the obligation of each Lender to make Loans
(including Loans made on the Initial Borrowing Date), and the obligation of the
Issuing Lender to issue Letters of Credit, is subject, at the time of each such
Credit Event (except as hereinafter indicated), to the satisfaction of the
following conditions:

                                      -61-
<PAGE>

         7.01. No Default; Representations and Warranties. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

         7.02. Notice of Borrowing; Letter of Credit Request.

         (a) Prior to the making of each Loan (other than a Swingline Loan or a
Revolving Loan made pursuant to a Mandatory Borrowing), the Administrative Agent
shall have received a Notice of Borrowing meeting the requirements of Section
2.03(a). Prior to the making of each Swingline Loan, the Swingline Lender shall
have received the notice referred to in Section 2.03(b)(i).

         (b) Prior to the issuance of each Letter of Credit, the Administrative
Agent and the Issuing Lender shall have received a Letter of Credit Request
meeting the requirements of Section 3.03(a).

         The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to the Administrative Agent and each
of the Lenders that all the conditions specified in Section 6 (with respect to
Credit Events on the Restatement Effective Date) and in this Section 7 (with
respect to Credit Events on or after the Restatement Effective Date) and
applicable to such Credit Event exist as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 6 and in this Section 7, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.

                                      -62-
<PAGE>

                                   SECTION 8

                   REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

         In order to induce the Lenders to enter into this Agreement and to make
the Loans, and issue (or participate in) the Letters of Credit as provided
herein, the Borrower makes the following representations, warranties and
agreements, in each case after giving effect to the Refinancing, all of which
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans and the issuance of the Letters of Credit, with the
occurrence of each Credit Event on or after the Restatement Effective Date being
deemed to constitute a representation and warranty that the matters specified in
this Section 8 are true and correct in all material respects on and as of the
Restatement Effective Date and on the date of each such other Credit Event (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

         8.01. Organizational Status. Each of the Borrower and each of its
Subsidiaries (other than an Inactive Subsidiary) (i) is a duly organized and
validly existing corporation, partnership or limited liability company, as the
case may be, in good standing under the laws of the jurisdiction of its
organization, (ii) has the corporate, partnership or limited liability company
power and authority, as the case may be, to own its property and assets and to
transact the business in which it is engaged and presently proposes to engage
and (iii) is duly qualified and is authorized to do business and is in good
standing in each jurisdiction where the ownership, leasing or operation of its
property or the conduct of its business requires such qualifications except for
failures to be so qualified which, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

         8.02. Power and Authority. Each Credit Party has the corporate,
partnership or limited liability company power and authority, as the case may
be, to execute, deliver and perform the terms and provisions of each of the
Credit Documents to which it is party and has taken all necessary corporate,
partnership or limited liability company action, as the case may be, to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has duly executed and delivered each of the Credit
Documents to which it is party, and each of such Credit Documents constitutes
its legal, valid and binding obligation enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).

         8.03. No Violation. Neither the execution, delivery or performance by
any Credit Party of the Credit Documents to which it is a party, nor compliance
by it with the terms and provisions thereof, (i) will contravene any provision
of any law, statute, rule or regulation or any order, writ, injunction or decree
of any court or governmental instrumentality, (ii) will conflict with or result
in any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the Security
Documents) upon any of the property or assets of the Borrower or any of its
Subsidiaries pursuant to the terms of, any indenture, mortgage, deed

                                      -63-
<PAGE>

of trust, credit agreement or loan agreement, or any other material agreement,
contract or instrument, in each case to which the Borrower or any of its
Subsidiaries is a party or by which it or any of its property or assets is bound
or to which it may be subject or (iii) will violate any provision of the
certificate or articles of incorporation or by-laws (or equivalent
organizational documents) of the Borrower or any of its Subsidiaries.

         8.04. Approvals. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except for (x) the
filing of UCC-1 financing statements and Mortgages to perfect the security
interest created under the Security Agreement and the Mortgages, as applicable,
and (y) those that have otherwise been obtained or made on or prior to the
Restatement Effective Date and which remain in full force and effect on the
Restatement Effective Date), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
in connection with, (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any
such Credit Document.

         8.05. Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc.

         (a) (i) The audited consolidated balance sheets of the Borrower for its
fiscal years ended on December 31, 2000, 2001 and 2002, and the related audited
consolidated statements of income, cash flows and shareholders' equity of the
Borrower for the fiscal years ended on such dates, as the case may be, copies of
which have been furnished to the Lenders prior to the Restatement Effective
Date, present fairly in all material respects the consolidated financial
position of the Borrower at the dates of such balance sheets and the
consolidated results of the operations of the Borrower for the periods covered
thereby. All of the foregoing financial statements have been prepared in
accordance with GAAP consistently applied.

         (ii) Since December 31, 2002, there has been no change in the business,
operations, property, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower or any of its Subsidiaries that has had, or could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.

         (b) On and as of the Restatement Effective Date and after giving effect
to the Refinancing and to all Indebtedness (including the Loans) being incurred
or assumed and Liens created by the Borrower and its Subsidiaries in connection
therewith (i) the sum of the assets, at a fair valuation, of each of the
Borrower on a stand-alone basis and the Borrower and its Subsidiaries taken as a
whole will exceed its debts; (ii) each of the Borrower on a stand-alone basis
and the Borrower and its Subsidiaries taken as a whole has not incurred and does
not intend to incur, and does not believe that it will incur, debts beyond its
ability to pay such debts as such debts mature; and (iii) each of the Borrower
on a stand-alone basis and the Borrower and its Subsidiaries taken as a whole
will have sufficient capital with which to conduct its business. For purposes of
this Section 8.05(c), "debt" means any liability on a claim, and "claim" means
(a) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable
remedy for breach of performance if such breach gives rise to a payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed,

                                      -64-
<PAGE>

contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

         (c) Except as fully disclosed in the financial statements delivered
pursuant to Section 8.05(a), there were as of the Initial Borrowing Date no
liabilities or obligations with respect to the Borrower or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in the
aggregate, could reasonably be expected to be material to the Borrower and its
Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Borrower
does not know of any basis for the assertion against it or any of its
Subsidiaries of any liability or obligation of any nature whatsoever that is not
fully disclosed in the financial statements delivered pursuant to Section
8.05(a) which, either individually or in the aggregate, could reasonably be
expected to be material to the Borrower and its Subsidiaries taken as a whole.

         (d) On and as of the Initial Borrowing Date, the Projections delivered
to the Administrative Agent and the Lenders prior to the Initial Borrowing Date
have been prepared in good faith and are based on reasonable assumptions, and
there are no statements or conclusions in the Projections which are based upon
or include information known to the Borrower to be misleading in any material
respect or which fail to take into account material information known to the
Borrower regarding the matters reported therein. On the Initial Borrowing Date,
the Borrower believes that the Projections are reasonable and attainable, it
being recognized by the Lenders, however, that projections as to future events
are not to be viewed as facts and that the actual results during the period or
periods covered by the Projections may differ from the projected results and
that the differences may be material.

         8.06. Litigation. There are no actions, suits or proceedings pending
or, to the best knowledge of the Borrower, threatened (i) with respect to the
Refinancing or any Credit Documents, (ii) with respect to any material
Indebtedness of the Borrower or any of its Subsidiaries or (iii) that are,
either individually or in the aggregate, reasonably likely to have a Material
Adverse Effect.

         8.07. True and Complete Disclosure. All factual information (taken as a
whole) furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender (including, without limitation, all
information contained in the Credit Documents) for purposes of or in connection
with this Agreement, the other Credit Documents or any transaction contemplated
herein or therein is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender will be, true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect at such time in light
of the circumstances under which such information was provided.

         8.08. Use of Proceeds; Margin Regulations.

                                      -65-
<PAGE>

         (a) All proceeds of the Loans will be used by the Borrower (i) to
effect the Refinancing, (ii) to pay fees and expenses related to the
Refinancing, for working capital and Capital Expenditures, (iv) to finance
Permitted Acquisitions, (v) to finance Restricted Payments, and (vi) for other
lawful corporate purposes.

         (b) No part of any Credit Event (or the proceeds thereof) will be used
to purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan nor the
use of the proceeds thereof nor the occurrence of any other Credit Event will
violate or be inconsistent with the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.

         8.09. Tax Returns and Payments. Each of the Borrower and each of its
Subsidiaries has filed all federal and state income tax returns and all other
material tax returns, domestic and foreign, required to be filed by it and has
paid all taxes and assessments payable by it which have become due, except for
immaterial taxes and assessments and for those contested in good faith and
adequately disclosed and fully provided for on the financial statements of the
Borrower and its Subsidiaries in accordance with GAAP. Each of the Borrower and
each of its Subsidiaries has at all times paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all federal, state, local and foreign income taxes applicable for
all prior fiscal years and for the current fiscal year to date. There is no
action, suit, proceeding, investigation, audit, or claim now pending or, to the
knowledge of the Borrower threatened, by any authority regarding any taxes
relating to the Borrower or any of its Subsidiaries that either individually or
in the aggregate could reasonably be expected to result in a material liability
to the Borrower or any of its Subsidiaries.

         8.10. Compliance with ERISA.

                  (i) Schedule 2 of the Disclosure Letter sets forth, as of the
         Initial Borrowing Date, each Plan. Each Plan (and each related trust,
         insurance contract or fund) is in substantial compliance with its terms
         and with all applicable laws, including, without limitation, ERISA and
         the Code; each Plan (and each related trust, if any) which is intended
         to be qualified under Section 401(a) of the Code has received a
         determination letter from the Internal Revenue Service to the effect
         that it meets the requirements of Sections 401(a) and 501(a) of the
         Code; no Reportable Event has occurred; no Plan which is a
         multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is
         insolvent or in reorganization; no Plan has any material Unfunded
         Current Liability; no Plan which is subject to Section 412 of the Code
         or Section 302 of ERISA has any material accumulated funding
         deficiency, within the meaning of such sections of the Code or ERISA,
         or has applied for or received a waiver of an accumulated funding
         deficiency or an extension of any amortization period, within the
         meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all
         contributions required to be made with respect to a Plan have been
         timely made; neither the Borrower nor any Subsidiary of the Borrower
         nor any ERISA Affiliate has incurred any material liability (including
         any indirect, contingent or secondary liability) to or on account of a
         Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
         4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975
         of the Code or

                                      -66-
<PAGE>

         expects to incur any such material liability under any of the foregoing
         sections with respect to any Plan; no condition exists which presents a
         material risk to the Borrower or any Subsidiary of the Borrower or any
         ERISA Affiliate of incurring a material liability to or on account of a
         Plan pursuant to the foregoing provisions of ERISA and the Code; no
         proceedings have been instituted to terminate or appoint a trustee to
         administer any Plan which is subject to Title IV of ERISA; no action,
         suit, proceeding, hearing, audit or investigation with respect to the
         administration, operation or the investment of assets of any Plan
         (other than routine claims for benefits) is pending or, to the
         Borrower's knowledge, expected or threatened; using actuarial
         assumptions and computation methods consistent with Part 1 of subtitle
         E of Title IV of ERISA, the aggregate liabilities of the Borrower and
         its Subsidiaries and its ERISA Affiliates to all Plans which are
         multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the
         event of a complete withdrawal therefrom, as of the close of the most
         recent fiscal year of each such Plan ended prior to the date of the
         most recent Credit Event, would not exceed $500,000; each group health
         plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of
         the Code) which covers or has covered employees or former employees of
         the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has
         at all times been operated in material compliance with the provisions
         of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the
         Code; no lien imposed under the Code or ERISA on the assets of the
         Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
         exists or is likely to arise on account of any Plan; and the Borrower
         and its Subsidiaries may cease contributions to or terminate any
         employee benefit plan maintained by any of them without incurring any
         material liability.

                  (ii) Each Foreign Pension Plan has been maintained in material
         compliance with its terms and with the requirements of any and all
         applicable laws, statutes, rules, regulations and orders and has been
         maintained, where required, in good standing with applicable regulatory
         authorities. All material contributions required to be made with
         respect to a Foreign Pension Plan have been timely made. Neither the
         Borrower nor any of its Subsidiaries has incurred any material
         obligation in connection with the termination of or withdrawal from any
         Foreign Pension Plan. The present value of the accrued benefit
         liabilities (whether or not vested) under each Foreign Pension Plan,
         determined as of the end of the Borrower's recently ended fiscal year
         on the basis of actuarial assumptions, each of which is reasonable, did
         not exceed in any material respect the current value of the assets of
         such Foreign Pension Plan allocable to such benefit liabilities.

         8.11. The Security Documents.

         (a) The provisions of the Security Agreement are effective to create in
favor of the Collateral Agent for the benefit of the Secured Creditors a legal,
valid and enforceable security interest in all right, title and interest of the
Credit Parties in the Security Agreement Collateral described therein, and the
Collateral Agent, for the benefit of the Secured Creditors, has a fully
perfected first lien on, and security interest in, all right, title and interest
in all of the Security

                                      -67-
<PAGE>

Agreement Collateral described therein, free and clear of all other Liens other
than Permitted Liens. The recordation of (x) the Grant of Security Interest in
U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the
respective form attached to the Security Agreement, in each case in the United
States Patent and Trademark Office, together with filings on Form UCC-1 made
pursuant to the Security Agreement, will create, as may be perfected by such
filings and recordation, a perfected security interest in the United States
trademarks and patents covered by the Security Agreement, and the recordation of
the Grant of Security Interest in U.S. Copyrights in the form attached to the
Security Agreement with the United States Copyright Office, together with
filings on Form UCC-1 made pursuant to the Security Agreement, will create, as
may be perfected by such filings and recordation, a perfected security interest
in the United States copyrights covered by the Security Agreement.

         (b) The security interests created in favor of the Collateral Agent, as
Pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement
constitute first priority perfected security interests in the Pledge Agreement
Collateral described in the Pledge Agreement, free and clear of all other Liens.
No filings or recordings are required in order to perfect (or maintain the
perfection or priority of) the security interests created in the Pledge
Agreement Collateral under the Pledge Agreement.

         (c) If and when a Mortgage is created, each such Mortgage creates, as
security for the obligations purported to be secured thereby, a valid and
enforceable perfected security interest in and mortgage lien on the respective
Mortgaged Property in favor of the Collateral Agent (or such other trustee as
may be required or desired under local law) for the benefit of the Secured
Creditors, superior to and prior to the rights of all third persons (except that
the security interest and mortgage lien created on such Mortgaged Property may
be subject to the Permitted Encumbrances related thereto) and subject to no
other Liens (other than Liens permitted under Section 10.01 related thereto).

         8.12. Representations and Warranties in the Credit Documents. All
representations and warranties set forth in the other Credit Documents were true
and correct in all material respects at the time as of which such
representations and warranties were made (or deemed made) and shall be true and
correct in all material respects as of the Initial Borrowing Date as if such
representations and warranties were made on and as of such date, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date.

         8.13. Properties. All Real Property owned or leased by the Borrower or
any of its Subsidiaries as of the Initial Borrowing Date, and the nature of the
interest therein, is correctly set forth on Schedule 1 of the Disclosure Letter.
Each of the Borrower and each of its Subsidiaries has good and marketable title
to all material properties owned by it, including all property reflected in
Schedule 1 of the Disclosure Letter and in the most recent historical balance
sheets of the Borrower referred to in Section 8.05(a) (except as sold or
otherwise disposed of since the date of such balance sheet in the ordinary
course of business or as permitted by the terms of this Agreement), free and
clear of all Liens, other than Permitted Liens.

         8.14. Capitalization. On the Initial Borrowing Date, the authorized
capital stock of the Borrower shall consist of (i) 295,000,000 shares of common
stock, $.0025 par value per share,

                                      -68-
<PAGE>

and (ii) 5,000,000 shares of preferred stock, $.0025 par value per share, of
which no shares of such preferred stock shall be issued and outstanding. All
outstanding shares of the capital stock of the Borrower have been duly and
validly issued and are fully paid and non-assessable. The Borrower does not have
outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any rights to subscribe for or to purchase, or any options
for the purchase of, or any agreement providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock, except (i) as set forth in any Shareholders' Agreement as in
effect on the Initial Borrowing Date, (ii) for options, warrants and rights to
purchase shares of the Borrower's common stock or Qualified Preferred Stock
which may be issued from time to time and (iii) for any Indebtedness that may be
issued or incurred from time to time under Section 10.04(xii) which may be
convertible into shares of the Borrower's common stock.

         8.15. Subsidiaries. As of the Initial Borrowing Date, the Borrower has
no Subsidiaries other than those Subsidiaries listed on Schedule 3 of the
Disclosure Letter. Schedule 3 of the Disclosure Letter correctly sets forth, as
of the Initial Borrowing Date, (i) the percentage ownership (direct or indirect)
of the Borrower in each class of capital stock or other equity of each of its
Subsidiaries and also identifies the direct owner thereof and (ii) the
jurisdiction of organization of each such Subsidiary.

         8.16. Compliance with Statutes, etc. Each of the Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including, without limitation, applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

         8.17. Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

         8.18. Public Utility Holding Company Act. Neither the Borrower nor any
of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

         8.19. Environmental Matters.

         (a) Each of the Borrower and each of its Subsidiaries is in compliance
with all applicable Environmental Laws and the requirements of any permits
issued under such Environmental Laws. There are no pending or, to the knowledge
of the Borrower, threatened Environmental Claims against the Borrower or any of
its Subsidiaries or any Real Property owned, leased or operated by the Borrower
or any of its Subsidiaries (including any such claim arising out of the
ownership, lease or operation by the Borrower or any of its Subsidiaries of any
Real Property formerly owned by the Borrower or any of its Subsidiaries but no
longer owned, leased or operated by the Borrower or any of its Subsidiaries).
There are no facts, circumstances,

                                      -69-
<PAGE>

conditions or occurrences with respect to the business or operations of the
Borrower or any of its Subsidiaries, or any Real Property owned, leased or
operated by the Borrower or any of its Subsidiaries (including, to the knowledge
of the Borrower, any Real Property formerly owned, leased or operated by the
Borrower or any of its Subsidiaries but no longer owned, leased or operated by
the Borrower or any of its Subsidiaries) or, to the knowledge of the Borrower,
any property adjoining or adjacent to any such Real Property that could be
reasonably expected (i) to form the basis of an Environmental Claim against the
Borrower or any of its Subsidiaries or any Real Property owned, leased or
operated by the Borrower or any of its Subsidiaries or (ii) to cause any Real
Property owned, leased or operated by the Borrower or any of its Subsidiaries to
be subject to any restrictions on the ownership, lease, occupancy or
transferability of such Real Property by the Borrower or any of its Subsidiaries
under any applicable Environmental Law.

         (b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property owned, leased
or operated by the Borrower or any of its Subsidiaries where such generation,
use, treatment, storage or transportation has violated or could reasonably be
expected to violate any Environmental Law or give rise to an Environmental
Claim. Hazardous Materials have not at any time been Released on or from any
Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries where such Release has violated or could reasonably be expected to
violate any applicable Environmental Law.

         (c) Notwithstanding anything to the contrary in this Section 8.19, the
representations and warranties made in this Section 8.19 shall not be untrue
unless the effect of any or all conditions, violations, claims, restrictions,
failures and noncompliances of the types described above could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         8.20. Labor Relations. Neither the Borrower nor any of its Subsidiaries
is engaged in any unfair labor practice that could reasonably be expected to,
either individually or in the aggregate, have a Material Adverse Effect. There
is (i) no unfair labor practice complaint pending against the Borrower or any of
its Subsidiaries or, to the knowledge of the Borrower, threatened against any of
them, before the National Labor Relations Board, and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against the Borrower or any of its Subsidiaries or, to the knowledge of
the Borrower, threatened against any of them, (ii) no strike, labor dispute,
slowdown or stoppage pending against the Borrower or any of its Subsidiaries or,
to the knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries and (iii) no union representation question exists with respect to
the employees of the Borrower or any of its Subsidiaries, except (with respect
to any matter specified in clause (i), (ii) or (iii) above, either individually
or in the aggregate) such as could not reasonably be expected to have a Material
Adverse Effect.

         8.21. Patents, Licenses, Franchises and Formulas. Each of the Borrower
and each of its Subsidiaries owns or has the right to use all the domestic and
foreign patents, trademarks, permits, service marks, trade names, copyrights,
licenses, franchises, proprietary information (including, but not limited to,
rights in computer programs, databases and data collections) and formulas, or
rights with respect to the foregoing, and has obtained assignments of all leases
and other rights of whatever nature, necessary for the present conduct of its
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be,

                                      -70-
<PAGE>

could reasonably be expected, either individually or in the aggregate, to result
in a Material Adverse Effect.

         8.22. Indebtedness. Schedule 4 of the Disclosure Letter sets forth a
true and complete list of all Indebtedness (including Contingent Obligations) of
the Borrower and its Subsidiaries as of the Initial Borrowing Date and which is
to remain outstanding after giving effect to the Refinancing (excluding the
Loans, the Letters of Credit and the Senior Subordinated Notes, the "Existing
Indebtedness"), in each case showing the aggregate principal amount thereof and
the name of the respective borrower and any Credit Party or any of its
Subsidiaries which directly or indirectly guarantees such debt.

         8.23. Refinancing. At the time of consummation thereof, the Refinancing
shall have been consummated in all material respects in accordance with the
terms of the respective Credit Documents and all applicable laws. At the time of
consummation thereof, all consents and approvals of, and filings and
registrations with, and all other actions in respect of, all governmental
agencies, authorities or instrumentalities required in order to consummate the
Refinancing have been obtained, given, filed or taken and are or will be in full
force and effect (or effective judicial relief with respect thereto has been
obtained). All applicable waiting periods with respect thereto have or, prior to
the time when required, will have, expired without, in all such cases, any
action being taken by any competent authority which restrains, prevents, or
imposes material adverse conditions upon the Refinancing. Additionally, at the
time of the consummation thereof, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
Refinancing, or the occurrence of any Credit Event or the performance by any
Credit Party of its obligations under the Credit Documents to which it is party.
All actions taken by each Credit Party pursuant to or in furtherance of the
Refinancing have been taken in all material respects in compliance with the
respective Credit Documents and all applicable laws.

         8.24. Insurance. Schedule 5 of the Disclosure Letter sets forth a true
and complete listing of all insurance maintained by the Borrower and its
Subsidiaries as of the Initial Borrowing Date, with the amounts insured (and any
deductibles) set forth therein.

         8.25. Senior Subordinated Notes. The subordination provisions contained
in the Senior Subordinated Notes and in the other Senior Subordinated Note
Documents are enforceable against the Borrower and the holders of the Senior
Subordinated Notes, and all Obligations are within the definition of "Senior
Debt" included in such subordination provisions.

                                      -71-
<PAGE>

                                   SECTION 9

                             AFFIRMATIVE COVENANTS.

         The Borrower hereby covenants and agrees that on and after the
Restatement Effective Date and until the Total Commitment and all Letters of
Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case
together with interest thereon), Fees and all other Obligations (other than
indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder and thereunder, are paid in full:

         9.01. Information Covenants. The Borrower will furnish to each Lender:

         (a) Monthly Reports. Within 30 days after the end of each fiscal month
of the Borrower (commencing with its fiscal month ending on March 31, 2003), the
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal month as well as the related consolidated statement of retained
earnings and statement of cash flows and the consolidated and consolidating
statements of income for such fiscal month and for the elapsed portion of the
fiscal year ended with the last day of such fiscal month, in each case setting
forth comparative figures for the corresponding fiscal month in the prior fiscal
year and comparable budgeted figures for such fiscal month, all of which shall
be certified by the chief financial officer of the Borrower that they fairly
present in all material respects in accordance with GAAP the financial condition
of the Borrower and its Subsidiaries as of the dates indicated and the results
of their operations for the periods indicated, subject to normal year-end audit
adjustments and the absence of footnotes.

         (b) Quarterly Financial Statements. Within 45 days after the close of
the first three quarterly accounting periods in each fiscal year of the Borrower
(commencing with its quarterly accounting period ending on March 31, 2003), (i)
the consolidated balance sheet of the Borrower and its Subsidiaries as at the
end of such quarterly accounting period and the related consolidated statements
of income and retained earnings and statement of cash flows for such quarterly
accounting period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly accounting period, in each case setting forth
comparative figures for the related periods in the prior fiscal year, all of
which shall be certified by the chief financial officer of the Borrower that
they fairly present in all material respects in accordance with GAAP the
financial condition of the Borrower and its Subsidiaries as of the dates
indicated and the results of their operations for the periods indicated, subject
to normal year-end audit adjustments and the absence of footnotes, and (ii)
management's discussion and analysis of the important operational and financial
developments during such quarterly accounting period (it being understood that
any management's discussion and analysis set forth in the Borrower's Form 10-Q
for such quarterly accounting period and delivered to the Lenders shall satisfy
the provisions of this clause (ii)).

         (c) Annual Financial Statements. Within 90 days after the close of each
fiscal year of the Borrower, (i) the consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and statement of cash
flows for such fiscal year setting forth comparative figures for the preceding
fiscal year and certified by KPMG Peat Marwick LLP or such other independent
certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agent,

                                      -72-
<PAGE>

together with a report of such accounting firm stating that in the course of its
regular audit of the financial statements of the Borrower and its Subsidiaries,
which audit was conducted in accordance with GAAP, such accounting firm obtained
no knowledge of any Default or an Event of Default relating to financial and
accounting matters which has occurred and is continuing or, if in the opinion of
such accounting firm such a Default or Event of Default has occurred and is
continuing, a statement as to the nature thereof, and (ii) management's
discussion and analysis of the important operational and financial developments
during such fiscal year (it being understood that any management's discussion
and analysis set forth in the Borrower's Form 10-K for such quarterly accounting
period and delivered to the Lenders shall satisfy the provisions of this clause
(ii)).

         (d) Management Letters. Promptly after the Borrower's or any of its
Subsidiaries' receipt thereof, a copy of any "management letter" received from
its certified public accountants and management's response thereto.

         (e) Budgets. No later than 30 days following the first day of each
fiscal year of the Borrower, a budget in form reasonably satisfactory to the
Administrative Agent (including budgeted statements of income, sources and uses
of cash and balance sheets) prepared by the Borrower (i) for each of the twelve
months of such fiscal year prepared in detail and (ii) for each of the
immediately three succeeding fiscal years prepared in summary form, in each case
setting forth, with appropriate discussion, the principal assumptions upon which
such budgets are based.

         (f) Officer's Certificates. At the time of the delivery of the
financial statements provided for in Sections 9.01(b) and (c), a certificate,
substantially in the form of Exhibit O, of the chief financial officer of the
Borrower certifying on behalf of the Borrower that, to the best of such
officer's knowledge, no Default or Event of Default has occurred and is
continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, which certificate shall
(i) set forth in reasonable detail the calculations required to establish
whether the Borrower and its Subsidiaries were in compliance with the provisions
of Sections 5.02(e), 5.02(g), 10.02(v), 10.03(iii), 10.04, 10.05, 10.07, 10.08,
10.09, 10.10, 10.11 and 10.12 at the end of such fiscal quarter or year, as the
case may be, (ii) if delivered with the financial statements required by Section
10.01(c), set forth in reasonable detail the amount of (and the calculations
required to establish the amount of) Excess Cash Flow for the respective Excess
Cash Payment Period, and (iii) commencing with the delivery of the financial
statements in respect of the Borrower's fiscal quarter ending on June 30, 2003,
the Applicable Margin for Term Loans, Revolving Loans and Swingline Loans for
the Margin Reduction Period commencing with the delivery of the respective
financial statements.

         (g) Notice of Default or Litigation. Promptly upon, and in any event
within five Business Days after, any principal, senior or executive officer of
the Borrower obtains knowledge thereof, notice of (i) the occurrence of any
event which constitutes a Default or an Event of Default and (ii) any litigation
or governmental investigation or proceeding pending (x) against the Borrower or
any of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect, (y) with respect to any material Indebtedness of the Borrower or
any of its Subsidiaries or (z) with respect to any Credit Document.

                                      -73-

<PAGE>

         (h) Other Reports and Filings. Promptly after the filing or delivery
thereof, copies of all financial information, proxy materials and reports, if
any, which the Borrower or any of its Subsidiaries shall publicly file with the
Securities and Exchange Commission or any successor thereto (the "SEC") or
deliver to holders (or any trustee, agent or other representative therefor) of
its material Indebtedness pursuant to the terms of the documentation governing
such Indebtedness.

         (i) Environmental Matters. Promptly after any principal, senior or
executive officer of the Borrower obtains knowledge thereof, notice of one or
more of the following environmental matters, unless such environmental matters
could not, either individually or when aggregated with all other such
environmental matters, be reasonably expected to have a Material Adverse Effect:

                  (i) any pending or threatened Environmental Claim against the
         Borrower or any of its Subsidiaries or any Real Property owned, leased
         or operated by the Borrower or any of its Subsidiaries;

                  (ii) any condition or occurrence on or arising from any Real
         Property owned, leased or operated by the Borrower or any of its
         Subsidiaries that (a) results in noncompliance by the Borrower or any
         of its Subsidiaries with any applicable Environmental Law or (b) could
         be expected to form the basis of an Environmental Claim against the
         Borrower or any of its Subsidiaries or any such Real Property;

                  (iii) any condition or occurrence on any Real Property owned,
         leased or operated by the Borrower or any of its Subsidiaries that
         could be expected to cause such Real Property to be subject to any
         restrictions on the ownership, lease, occupancy, use or transferability
         by the Borrower or any of its Subsidiaries of such Real Property under
         any Environmental Law; and

                  (iv) the taking of any removal or remedial action in response
         to the actual or alleged presence of any Hazardous Material on any Real
         Property owned, leased or operated by the Borrower or any of its
         Subsidiaries as required by any Environmental Law or any governmental
         or other administrative agency; provided that in any event the Borrower
         shall deliver to each Lender all notices received by the Borrower or
         any of its Subsidiaries from any government or governmental agency
         under, or pursuant to, CERCLA which identify the Borrower or any of its
         Subsidiaries as potentially responsible parties for redemption costs or
         which otherwise notify the Borrower or any of its Subsidiaries of
         potential liability under CERCLA.

         All such notices shall describe in reasonable detail the nature of the
         claim, investigation, condition, occurrence or removal or remedial
         action and the Borrower's or such Subsidiary's response thereto.

                                      -74-

<PAGE>

         (j) Other Information. From time to time, such other information or
documents (financial or otherwise) with respect to the Borrower or any of its
Subsidiaries as the Administrative Agent or any Lender may reasonably request.

         (k) Debt Ratings. A notice promptly upon any announcement by Moody's or
S&P of any change or possible change in a Debt Rating.

         9.02. Books, Records and Inspections; Annual Meetings.

         (a) The Borrower will, and will cause each of its Subsidiaries to, keep
proper books of record and accounts in which entries sufficient to prepare the
financial statements required to be delivered pursuant to this Agreement in
conformity with GAAP and all requirements of law shall be made of all dealings
and transactions in relation to its business and activities. The Borrower will,
and will cause each of its Subsidiaries to, permit officers and designated
representatives of the Administrative Agent or any Lender to visit and inspect,
under guidance of officers of the Borrower or such Subsidiary, any of the
properties of the Borrower or such Subsidiary, and to examine the books of
account of the Borrower or such Subsidiary and discuss the affairs, finances and
accounts of the Borrower or such Subsidiary with, and be advised as to the same
by, its and their officers and independent accountants, all upon reasonable
prior notice and at such reasonable times and intervals and to such reasonable
extent as the Administrative Agent or such Lender may reasonably request.

         (b) At a date to be mutually agreed upon between the Administrative
Agent and the Borrower occurring on or prior to the 120th day after the close of
each fiscal year of the Borrower, the Borrower will, at the request of the
Administrative Agent, hold a meeting or a conference call with all of the
Lenders at which meeting or a conference call shall be reviewed the financial
results of the Borrower and its Subsidiaries for the previous fiscal year and
the budgets presented for the current fiscal year of the Borrower.

         9.03. Maintenance of Property; Insurance.

         (a) The Borrower will, and will cause each of its Subsidiaries to, (i)
keep all material property necessary to the business of the Borrower and its
Subsidiaries in reasonably good working order and condition, ordinary wear and
tear and obsolescence excepted, (ii) maintain with financially sound and
reputable insurance companies insurance on all such property in at least such
amounts and against at least such risks as is consistent and in accordance with
industry practice for companies similarly situated owning similar properties in
the same general areas in which the Borrower or any of its Subsidiaries
operates, and (iii) furnish to the Administrative Agent, together with each set
of financial statements delivered pursuant to Section 9.01(c), full information
as to the insurance carried.

         (b) The Borrower will, and will cause each of the Subsidiary Guarantors
to, at all times keep its property insured in favor of the Collateral Agent, and
all policies or certificates (or certified copies thereof) with respect to such
insurance (and any other insurance maintained by the Borrower and/or such
Subsidiary Guarantors) (i) shall be endorsed to the Collateral Agent's
satisfaction for the benefit of the Collateral Agent (including, without
limitation, by naming the Collateral Agent as loss payee and/or additional
insured), (ii) shall state that such insurance

                                      -75-

<PAGE>

policies shall not be canceled without at least 30 days' prior written notice
thereof by the respective insurer to the Collateral Agent, (iii) shall provide
that the respective insurers irrevocably waive any and all rights of subrogation
with respect to the Collateral Agent and the other Secured Creditors, (iv) shall
contain the standard non-contributing mortgage clause endorsement in favor of
the Collateral Agent with respect to hazard liability insurance, (v) shall,
except in the case of public liability insurance, provide that any losses shall
be payable notwithstanding (A) any foreclosure or other proceeding relating to
the insured properties or (B) any change in the title to or ownership or
possession of the insured properties and (vi) shall be deposited with the
Collateral Agent.

         (c) If the Borrower or any of its Subsidiaries shall fail to insure its
property in accordance with this Section 9.03, or if the Borrower or any of its
Subsidiaries shall fail to so endorse and deposit all policies or certificates
with respect thereto, the Administrative Agent shall have the right (but shall
be under no obligation) to procure such insurance and the Borrower agrees to
reimburse the Administrative Agent for all reasonable costs and expenses of
procuring such insurance.

         9.04. Existence; Franchises. The Borrower will, and will cause each of
its Subsidiaries (other than Inactive Subsidiaries) to, do or cause to be done,
all things necessary to preserve and keep in full force and effect its existence
and its material rights, franchises, licenses and patents; provided, however,
that nothing in this Section 9.04 shall prevent (i) sales of assets and other
transactions by the Borrower or any of its Subsidiaries in accordance with
Section 10.02 or (ii) the withdrawal by the Borrower or any of its Subsidiaries
of its qualification as a foreign corporation in any jurisdiction where such
withdrawal could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         9.05. Compliance with Statutes, etc. The Borrower will, and will cause
each of its Subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders
and restrictions relating to environmental standards and controls), except such
noncompliances as could not, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         9.06. Compliance with Environmental Laws.

         (a) The Borrower will comply, and will cause each of its Subsidiaries
to comply, with all Environmental Laws and permits applicable to, or required
by, the ownership, lease or use of its Real Property now or hereafter owned,
leased or operated by the Borrower or any of its Subsidiaries, will promptly pay
or cause to be paid all costs and expenses incurred in connection with such
compliance, and will keep or cause to be kept all such Real Property free and
clear of any Liens imposed pursuant to such Environmental Laws, except such
noncompliances as could not, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Neither the Borrower nor any of
its Subsidiaries will generate, use, treat, store, Release or dispose of, or
permit the generation, use, treatment, storage, Release or disposal of Hazardous
Materials on any Real Property now or hereafter owned, leased or operated by the
Borrower or any of its Subsidiaries, or transport or permit the transportation
of Hazardous Materials to or

                                      -76-

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from any such Real Property, except for Hazardous Materials generated, used,
treated, stored, Released or disposed of at any such Real Properties in
compliance in all material respects with all applicable Environmental Laws and
as reasonably required in connection with the normal operation, use and
maintenance of the business or operations of the Borrower or any of its
Subsidiaries.

         (b) At the reasonable written request of the Administrative Agent or
the Required Lenders, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time, the Borrower will provide, at the
sole expense of the Borrower, an environmental site assessment report concerning
any Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries, prepared by an environmental consulting firm reasonably approved
by the Administrative Agent, indicating the presence or absence of Hazardous
Materials and the potential cost of any removal or remedial action in connection
with such Hazardous Materials on such Real Property, provided that (i) unless
the Lenders or the Administrative Agent has received any notice of the type
described in Section 9.01(i) or (ii) the Lenders have exercised any of the
remedies pursuant to the last paragraph of Section 11, such request may not be
made more than once every two years in respect of any parcel of Real Property.
If the Borrower fails to provide same within 90 days after such request was
made, the Administrative Agent may order the same, the cost of which shall be
borne by the Borrower and the Borrower shall grant and hereby grant to the
Administrative Agent and the Lenders and their respective agents access to such
Real Property and specifically grant the Administrative Agent and the Lenders an
irrevocable non-exclusive license, subject to the rights of tenants, to
undertake such an assessment at any reasonable time upon reasonable notice to
the Borrower, all at the sole expense of the Borrower.

         9.07. ERISA. As soon as possible and, in any event, within ten (10)
days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, the
Borrower will deliver to each of the Lenders a certificate of the chief
financial officer of the Borrower setting forth in reasonable detail information
as to such occurrence and the action, if any, that the Borrower, such Subsidiary
or such ERISA Affiliate is required or proposes to take, together with any
notices required or proposed to be given to or filed with or by the Borrower,
the Subsidiary, the ERISA Affiliate, the PBGC or any other governmental agency,
a Plan participant or the Plan administrator with respect thereto: that a
Reportable Event has occurred (except to the extent that the Borrower has
previously delivered to the Lenders a certificate and notices (if any)
concerning such event pursuant to the next clause hereof); that a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title
IV of ERISA is subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event
described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation
Section 4043 is reasonably expected to occur with respect to such Plan within
the following 30 days; that an accumulated funding deficiency, within the
meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred or
an application may be or has been made for a waiver or modification of the
minimum funding standard (including any required installment payments) or an
extension of any amortization period under Section 412 of the Code or Section
303 or 304 of ERISA with respect to a Plan; that any contribution required to be
made with respect to a Plan or Foreign Pension Plan has not been timely made;
that a Plan has been or may be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that a Plan has an

                                      -77-

<PAGE>

Unfunded Current Liability; that proceedings may be or have been instituted to
terminate or appoint a trustee to administer a Plan which is subject to Title IV
of ERISA; that a proceeding has been instituted pursuant to Section 515 of ERISA
to collect a delinquent contribution to a Plan; that the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate will or may incur any material
liability (including any indirect, contingent, or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or
502(l) of ERISA or with respect to a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that the Borrower or any Subsidiary of the Borrower may incur any
material liability pursuant to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any Plan or
any Foreign Pension Plan. The Borrower will deliver to each of the Lenders
copies of any records, documents or other information that must be furnished to
the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. Upon the
request of the Administrative Agent or any Lender, the Borrower will also
deliver to the Administrative Agent or such Lender a complete copy of the annual
report (on Internal Revenue Service Form 5500-series) of each Plan (including,
to the extent required, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and
information) required to be filed with the Internal Revenue Service. In addition
to any certificates or notices delivered to the Lenders pursuant to the first
sentence hereof, copies of annual reports and any records, documents or other
information required to be furnished to the PBGC or any other governmental
agency, and any material notices received by the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan
shall be delivered to the Lenders no later than ten (10) days after the date
such annual report has been filed with the Internal Revenue Service or such
records, documents and/or information has been furnished to the PBGC or any
other governmental agency or such notice has been received by the Borrower, the
respective Subsidiary or the ERISA Affiliate, as applicable. The Borrower and
each of its Subsidiaries shall insure that all Foreign Pension Plans
administered by it or into which it makes payments obtains or retains (as
applicable) registered status under and as required by applicable law and is
administered in a timely manner in all respects in compliance with all
applicable laws except where the failure to do any of the foregoing could not,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         9.08. End of Fiscal Years; Fiscal Quarters. The Borrower will cause (i)
its fiscal year to end on the last day of one of the fiscal quarters set forth
in clause (ii) below and (ii) each of its fiscal quarters to end on March 31,
June 30, September 30 and December 31 of each year.

         9.09. Performance of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement, loan agreement or credit agreement
and each other material agreement, contract or instrument by which it is bound,
except such non-performances as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         9.10. Payment of Taxes. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies

                                      -78-

<PAGE>

imposed upon it or upon its income or profits, or upon any properties belonging
to it, prior to the date on which penalties attach thereto, and all lawful
claims for sums that have become due and payable which, if unpaid, might become
a Lien not otherwise permitted under Section 10.01(i); provided that neither the
Borrower nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim which is immaterial or is being contested in
good faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with GAAP.

         9.11. Additional Security; Further Assurances.

         (a) The Borrower will, and will cause each of its Domestic Subsidiaries
(other than an Inactive Subsidiary) and, to the extent required by Section 9.13,
each of its Foreign Subsidiaries to, grant to the Collateral Agent security
interests and Mortgages in such assets and properties of the Borrower and such
Subsidiaries as are not covered by the original Security Documents, and as may
be reasonably requested from time to time by the Required Lenders (collectively,
the "Additional Security Documents"). All such security interests and Mortgages
shall be granted pursuant to documentation reasonably satisfactory in form and
substance to the Administrative Agent and shall constitute valid and enforceable
perfected security interests and Mortgages superior to and prior to the rights
of all third Persons and subject to no other Liens except for Permitted Liens.
The Additional Security Documents or instruments related thereto shall have been
duly recorded or filed in such manner and in such places as are required by law
to establish, perfect, preserve and protect the Liens in favor of the Collateral
Agent required to be granted pursuant to the Additional Security Documents and
all taxes, fees and other charges payable in connection therewith shall have
been paid in full.

         (b) The Borrower will, and will cause each of the Subsidiary Guarantors
to, at the expense of the Borrower, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, real
property surveys, reports, landlord waivers and other assurances or instruments
and take such further steps relating to the Collateral covered by any of the
Security Documents as the Collateral Agent may reasonably require. Furthermore,
the Borrower will cause to be delivered to the Collateral Agent such opinions of
counsel, title insurance and other related documents as may be reasonably
requested by the Administrative Agent to assure itself that this Section 9.11
has been complied with.

         (c) If the Administrative Agent or the Required Lenders reasonably
determine that they are required by law or regulation to have appraisals
prepared in respect of the Real Property of the Borrower and its Subsidiaries
constituting Collateral, the Borrower will, at its own expense, provide to the
Administrative Agent appraisals which satisfy the applicable requirements of the
Real Estate Appraisal Reform Amendments of the Financial Institution Reform,
Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be
in form and substance reasonably satisfactory to the Administrative Agent.

         (d) The Borrower agrees that each action required above by this Section
9.11 shall be completed as soon as possible, but in no event later than 90 days
after such action is either requested to be taken by the Administrative Agent or
the Required Lenders or required to be

                                      -79-

<PAGE>

taken by the Borrower and/or its Subsidiaries pursuant to the terms of this
Section 9.11; provided that, in no event will the Borrower or any of its
Subsidiaries be required to take any action, other than using its best efforts,
to obtain consents from third parties with respect to its compliance with this
Section 9.11.

         9.12. Use of Proceeds. The Borrower will use the proceeds of the Loans
only as provided in Section 8.08.

         9.13. Foreign Subsidiaries Security. 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, the Borrower
does not within 30 days after a request from the Administrative Agent or the
Required Lenders deliver evidence, in form and substance reasonably satisfactory
to the Administrative Agent, with respect to any Foreign Subsidiary of the
Borrower which has not already had all of its stock pledged pursuant to the
Pledge Agreement that

                  (i) a pledge of 65% or more of the total combined voting power
         of all classes of capital stock of such Foreign Subsidiary entitled to
         vote,

                  (ii) the entering into by such Foreign Subsidiary of a
         security agreement in substantially the form of the Security Agreement,
         and

                  (iii) the entering into by such Foreign Subsidiary of a
         guaranty in substantially the form of the Subsidiaries Guaranty,

in any such case could reasonably be expected to cause (I) any undistributed
earnings of such Foreign Subsidiary 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 (II) other Federal income tax
consequences to the Credit Parties having a Material Adverse Effect, then in the
case of a failure to deliver the evidence described in clause (i) above, that
portion of such Foreign Subsidiary's outstanding capital stock not theretofore
pledged pursuant to the Pledge Agreement shall be promptly pledged to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge
Agreement (or another pledge agreement in substantially similar form, if
needed), and in the case of a failure to deliver the evidence described in
clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver
the Security Agreement and Pledge Agreement (or another security agreement or
pledge agreement in substantially similar form, if needed), granting the Secured
Creditors a security interest in all of such Foreign Subsidiary's assets and
securing the Obligations of the Borrower under the Credit Documents and under
any Interest Rate Protection Agreement or Other Hedging Agreement and, in the
event the Subsidiaries Guaranty shall have been executed by such Foreign
Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the
case of a failure to deliver the evidence described in clause (iii) above, such
Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty
(or another guaranty in substantially similar form, if needed), guaranteeing the
Obligations of the Borrower under the Credit Documents and under any Interest
Rate Protection Agreement or Other Hedging Agreement, in each case to the extent
that the entering into of the Security Agreement, Pledge Agreement or
Subsidiaries Guaranty is permitted by the laws of the respective foreign
jurisdiction and with all documents delivered

                                      -80-

<PAGE>

pursuant to this Section 9.13 to be in form and substance reasonably
satisfactory to the Administrative Agent.

         9.14. Margin Stock. In the event that the Borrower or any other Credit
Party holds any Margin Stock that is required to be pledged pursuant to the
Pledge Agreement, the Borrower will duly execute and deliver to each Lender an
appropriately completed Form U-1 or Form G-3 referred to in Regulation U.

         9.15. Permitted Acquisitions.

         (a) Subject to the provisions of this Section 9.15 and the requirements
contained in the definition of Permitted Acquisition, the Borrower and its
Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions,
so long as (in each case except to the extent the Required Lenders otherwise
specifically agree in writing in the case of a specific Permitted Acquisition):

                  (i) no Default or Event of Default shall have occurred and be
         continuing at the time of the consummation of the proposed Permitted
         Acquisition or immediately after giving effect thereto;

                  (ii) all representations and warranties contained herein and
         in the other Credit Documents shall be true and correct in all material
         respects with the same effect as though such representations and
         warranties had been made on and as of the date of such Permitted
         Acquisition (both before and after giving effect thereto), unless
         stated to relate to a specific earlier date, in which case such
         representations and warranties shall be true and correct in all
         material respects as of such earlier date;

                  (iii) the Net Acquisition Consideration with respect to any
         one Permitted Acquisition shall not be greater than $20,000,000;

                  (iv) the Net Acquisition Consideration with respect to all
         Permitted Acquisitions consummated during any given fiscal year of the
         Borrower shall not exceed the "Total Acquisition Amount," which shall
         be determined according to the following:

                           (A) from and after January 1, 2003, until increased
                  as provided for in (B) or (C) below, the Total Acquisition
                  Amount shall be $20,000,000;

                           (B) from and after January 1, 2004, the Total
                  Acquisition Amount shall be $20,000,000 plus the product (only
                  to the extent the product is a positive number) of 50% of the
                  sum at the Consolidated EBITDA for the period January 1, 2003
                  to December 31, 2003 less the Consolidated EBITDA for the
                  period of January 1, 2002 to December 31, 2002, provided that
                  the Total Acquisition Amount shall not be increased to more
                  than a total of $25,000,000 pursuant to this clause (B); and

                           (C) from and after January 1, 2005, the Total
                  Acquisition Amount

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                  shall be the Total Acquisition Amount as determined by clause
                  (B) above plus the product (only to the extent the product is
                  a positive number) of 50% of the sum of the Consolidated
                  EBITDA for the period January 1, 2004 to December 31, 2004,
                  less the consolidated EBITDA for the period of January 1, 2003
                  to December 31, 2003, provided that the Total Acquisition
                  Amount shall not be increased to more than a total of
                  $30,000,000 pursuant to this clause (C).

                  (v) the Acquired EBITDA of each Acquired Entity or Business,
         calculated prior to a Permitted Acquisition shall not be less than a
         negative $2,500,000 for the twelve month period prior to the Permitted
         Acquisition, and in any fiscal year of the Borrower the total Acquired
         EBITDA for all Acquired Entities and Businesses shall not be less than
         a negative $5,000,000 on an aggregate basis.

                  (vi) immediately after giving effect to each Permitted
         Acquisition (and all payments to be made in connection therewith), the
         Total Unutilized Revolving Loan Commitment, when added to the aggregate
         amount of unrestricted cash and Cash Equivalents held by the Borrower
         and its Wholly-Owned Domestic Subsidiaries, shall equal or exceed
         $7,000,000;

                  (vii) no Acquired Entity or Business acquired pursuant to a
         Permitted Acquisition shall be organized or domiciled under the law of
         any jurisdiction other than the United States or Canada, or any states
         or provinces therein, and no Acquired Entity or Business shall have
         more than 15% of its assets or annual revenues based in or from outside
         of the United States or Canada (as determined from the most recently
         available financial information for such Person or assets);

                  (viii) such Permitted Acquisition is non-hostile (i.e., the
         prior, effective written consent or approval to such Permitted
         Acquisition of the board of directors or equivalent governing body of
         the Acquired Entity or Business shall have been obtained);

                  (ix) at least 10 Business Days prior to any Permitted
         Acquisition, the Borrower shall have (x) given the Administrative Agent
         and the Lenders at least 10 Business Days prior written notice of any
         Permitted Acquisition, and (y) delivered to the Administrative Agent
         and each Lender an officer's certificate executed by a senior financial
         officer of the Borrower, certifying to the best of such officer's
         knowledge, compliance with the requirements of preceding clauses (i)
         through (viii), inclusive, and containing the calculations (in
         reasonable detail) (A) evidencing compliance with the preceding clauses
         (iii), (iv), (v), (vi), (vii), and (viii) and (B) necessary to
         establish the Acquired EBITDA of the Acquired Entity or Business
         acquired pursuant to such Permitted Acquisition, which calculations
         shall be reasonably approved by the Administrative Agent.

         (b) At the time of each Permitted Acquisition involving the creation or
acquisition of a Subsidiary, or the acquisition of capital stock or other equity
interest of any Person, all capital

                                      -82-

<PAGE>

stock or other equity interests thereof created or acquired in connection with
such Permitted Acquisition shall be pledged for the benefit of the Secured
Creditors pursuant to (and to the extent required by) the Pledge Agreement.

         (c) The Borrower will cause each Subsidiary which is formed to effect,
or is acquired pursuant to, a Permitted Acquisition to comply with, and to
execute and deliver, all of the documentation as and to the extent required by,
Sections 9.11 and 10.16, to the satisfaction of the Administrative Agent.

         (d) The consummation of each Permitted Acquisition shall be deemed to
be a representation and warranty by the Borrower that the certifications by the
Borrower pursuant to Section 9.15(a) are true and correct and that all
conditions thereto have been satisfied and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 8 and 11.

         (e) In any Permitted Acqusition that involves a working capital
adjustment, Net Acquisition Consideration for the purposes of clauses (a)(iii)
and (iv) above shall be initially calculated on the basis of a reasonably
estimated working capital adjustment. Within 75 days after each such Permitted
Acquisition, the Borrower (i) shall establish the actual amount of working
capital adjustment and the actual Net Acquisition Consideration, and (ii) shall
deliver to the Administrative Agent and each Lender an officer's certificate
executed by a senior financial officer of the Borrower, certifying to the best
of such officer's knowledge, compliance with the requirements of preceding
clauses (a)(iii) and (iv) based on such recalculated Net Acquisition
Consideration, and containing the calculations (in reasonable detail) evidencing
compliance with the preceding clauses (a)(iii) and (iv).

                                   SECTION 10

                               NEGATIVE COVENANTS.

         The Borrower hereby covenants and agrees that on and after the
Restatement Effective Date and until the Total Commitment and all Letters of
Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case,
together with interest thereon), Fees and all other Obligations (other than any
indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder and thereunder, are paid in full:

         10.01. Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable with recourse to the Borrower or any of
its Subsidiaries), or assign any right to receive income or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute; provided that the provisions of this
Section 10.01 shall not prevent the creation, incurrence, assumption or
existence of the following (Liens described below are herein referred to as
"Permitted Liens"):

                                      -83-

<PAGE>

                  (i) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due or Liens for taxes, assessments or
         governmental charges or levies being contested in good faith and by
         appropriate proceedings for which adequate reserves have been
         established in accordance with GAAP;

                  (ii) Liens in respect of property or assets of the Borrower or
         any of its Subsidiaries imposed by law, which were incurred in the
         ordinary course of business and do not secure Indebtedness for borrowed
         money, such as carriers', warehousemen's, materialmen's and mechanics'
         liens and other similar Liens arising in the ordinary course of
         business, and (x) which do not in the aggregate materially detract from
         the value of the Borrower's or such Subsidiary's property or assets or
         materially impair the use thereof in the operation of the business of
         the Borrower or such Subsidiary or (y) which are being contested in
         good faith by appropriate proceedings, which proceedings have the
         effect of preventing the forfeiture or sale of the property or assets
         subject to any such Lien;

                  (iii) Liens in existence on the Initial Borrowing Date which
         are listed, and the property subject thereto described, in Schedule 6
         of the Disclosure Letter, but only to the respective date, if any, set
         forth in such Schedule 6 for the removal, replacement and termination
         of any such Liens, plus renewals, replacements and extensions of such
         Liens to the extent set forth on such Schedule 6, provided that (x) the
         aggregate principal amount of the Indebtedness, if any, secured by such
         Liens does not increase from that amount outstanding at the time of any
         such renewal, replacement or extension and (y) any such renewal,
         replacement or extension does not encumber any additional assets or
         properties of the Borrower or any of its Subsidiaries;

                  (iv) Liens created pursuant to the Security Documents;

                  (v) leases or subleases granted to other Persons not
         materially interfering with the conduct of the business of the Borrower
         or any of its Subsidiaries;

                  (vi) Liens upon assets of the Borrower or any of its
         Subsidiaries subject to Capitalized Lease Obligations to the extent
         such Capitalized Lease Obligations are permitted by Section 10.04(iv),
         provided that (x) such Liens only serve to secure the payment of
         Indebtedness arising under such Capitalized Lease Obligation and (y)
         the Lien encumbering the asset giving rise to the Capitalized Lease
         Obligation does not encumber any other asset of the Borrower or any
         Subsidiary of the Borrower;

                  (vii) Liens placed upon (x) equipment or machinery acquired
         after the Initial Borrowing Date and used in the ordinary course of
         business of the Borrower or any of its Subsidiaries at the time of the
         acquisition thereof by the Borrower or any such Subsidiary or within 90
         days thereafter to secure Indebtedness incurred to pay all or a portion
         of the purchase price thereof or to secure Indebtedness incurred solely
         for the purpose of financing the acquisition of any such equipment or
         machinery or extensions, renewals or replacements of any

                                      -84-

<PAGE>

         of the foregoing for the same or a lesser amount or (y) Real Property
         acquired or constructed after the Initial Borrowing Date and used in
         the ordinary course of business of the Borrower or any of its
         Subsidiaries at the time of the acquisition or construction thereof by
         the Borrower or any of its Subsidiaries or within 180 days thereafter
         to secure Indebtedness incurred to pay all or a portion of the purchase
         price or construction cost thereof or to secure Indebtedness incurred
         solely for the purpose of financing the acquisition or construction of
         any such Real Property or extensions, renewals or replacements of any
         of the foregoing for the same or a lesser amount, provided that (i) the
         Indebtedness secured by all such Liens described in this clause (vii)
         is permitted by Section 10.04(iv) and (y) in all events, the Lien
         encumbering the asset so acquired or constructed does not encumber any
         other asset of the Borrower or such Subsidiary;

                  (viii) easements, rights-of-way, restrictions, encroachments
         and other similar charges or encumbrances, and minor title
         deficiencies, in each case not securing Indebtedness and not materially
         interfering with the conduct of the business of the Borrower or any of
         its Subsidiaries;

                  (ix) Liens arising from precautionary UCC financing statement
         filings regarding Operating Leases;

                  (x) Liens arising out of the existence of judgments or awards
         in respect of which the Borrower or any of its Subsidiaries shall in
         good faith be prosecuting an appeal or proceedings for review and in
         respect of which there shall have been secured a subsisting stay of
         execution pending such appeal or proceedings, provided that the
         aggregate amount of all cash and the fair market value of all other
         property subject to such Liens does not exceed $5,000,000 at any time
         outstanding;

                  (xi) statutory and common law landlords' liens under leases to
         which the Borrower or any of its Subsidiaries is a party;

                  (xii) Liens (other than Liens imposed under ERISA) incurred in
         the ordinary course of business in connection with workers compensation
         claims, unemployment insurance and social security benefits;

                  (xiii) Liens securing the performance of bids, tenders, leases
         and contracts in the ordinary course of business, statutory
         obligations, surety bonds, performance bonds and other obligations of a
         like nature incurred in the ordinary course of business and consistent
         with past practice (exclusive of obligations in respect of the payment
         for borrowed money), provided that the aggregate amount of all cash and
         the fair market value of all other property subject to all Liens
         permitted by this clause (xiii) shall not at any time exceed
         $1,500,000;

                  (xiv) Liens on property or assets acquired pursuant to a
         Permitted Acquisition, or on property or assets of a Subsidiary of the
         Borrower in existence at the time such Subsidiary is acquired pursuant
         to a Permitted Acquisition,

                                      -85-

<PAGE>

         provided that (x) any Indebtedness that is secured by such Liens is
         permitted to exist under Section 10.04(ix), and (y) such Liens are not
         incurred in connection with, or in contemplation or anticipation of,
         such Permitted Acquisition and do not attach to any other asset of the
         Borrower or any of its Subsidiaries;

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

                  (xvi) Liens which constitute rights of set-off of a customary
         nature or bankers' Liens with respect to amounts on deposit, whether
         arising by operation of law or by contract, in connection with
         arrangements entered into with banks in the ordinary course of
         business;

                  (xvii) Liens on insurance proceeds securing the payment of
         financed insurance premiums; and

                  (xviii) Permitted Encumbrances.

In connection with the granting of Liens of the type described in clauses (vi)
and (vii) of this Section 10.01 by the Borrower or any of its Subsidiaries, the
Administrative Agent and the Collateral Agent shall be authorized to take any
actions deemed appropriate by it in connection therewith (including, without
limitation, by executing appropriate lien releases or lien subordination
agreements in favor of the holder or holders of such Liens, in either case
solely with respect to the item or items of equipment or other assets subject to
such Liens).

         10.02. Consolidation, Merger, Purchase or Sale of Assets, etc. The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets, or enter into any sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) of any
Person (or agree to do any of the foregoing at any future time (unless such
agreement relates to an action otherwise permitted by this Section 10.02, or to
the extent that the respective action is not otherwise permitted by this Section
10.02 (and the Loans will not be repaid in full, and all Commitments terminated,
at the time of the consummation of the respective action), such agreement
expressly provides that the consent of the requisite percentage of Lenders
hereunder is required to be obtained in connection therewith)), except that:

                  (i) Capital Expenditures by the Borrower and its Subsidiaries
         shall be permitted to the extent not in violation of Section 10.07;

                  (ii) each of the Borrower and its Subsidiaries may make sales
         of inventory and license intellectual property in the ordinary course
         of business;

                                      -86-

<PAGE>

                  (iii) each of the Borrower and its Subsidiaries may sell
         obsolete, uneconomic or worn-out equipment or materials in the ordinary
         course of business;

                  (iv) Permitted Acquisitions may be made to the extent
         permitted by Section 9.15;

                  (v) each of the Borrower and its Subsidiaries may sell other
         assets (other than the capital stock of any Subsidiary Guarantor), so
         long as (v) no Default or Event of Default then exists or would result
         therefrom, (w) each such sale is in an arm's-length transaction and the
         Borrower or the respective Subsidiary receives at least fair market
         value (as determined in good faith by the Borrower or such Subsidiary,
         as the case may be), (x) the total consideration received by the
         Borrower or such Subsidiary is at least 75% cash and is paid at the
         time of the closing of such sale, (y) the Net Sale Proceeds therefrom
         are applied and/or reinvested as (and to the extent) required by
         Section 5.02(e) and (z) the aggregate amount of the proceeds received
         from all assets sold pursuant to this clause (v) shall not exceed
         $5,000,000 in any fiscal year of the Borrower;

                  (vi) Investments may be made to the extent permitted by
         Section 10.05;

                  (vii) each of the Borrower and its Subsidiaries may lease (as
         lessee) real or personal property (so long as any such lease does not
         create a Capitalized Lease Obligation except to the extent permitted by
         Section 10.04(iv));

                  (viii) each of the Borrower and its Subsidiaries may sell or
         discount, in each case without recourse and in the ordinary course of
         business, accounts receivable arising in the ordinary course of
         business, but only in connection with the compromise or collection
         thereof and not as part of any financing transaction;

                  (ix) each of the Borrower and its Subsidiaries may grant
         leases or subleases to other Persons not materially interfering with
         the conduct of the business of the Borrower or any of its Subsidiaries;

                  (x) any Subsidiary of the Borrower (i) may be merged or
         consolidated with or into the Borrower or liquidated so long as the
         Borrower is the surviving corporation of such merger or consolidation
         or receives the assets of such Subsidiary upon such liquidation and
         (ii) may transfer its assets to the Borrower or to any Subsidiary
         Guarantor; and

                  (xi) any Subsidiary of the Borrower may be merged or
         consolidated with or into any other Subsidiary of the Borrower or
         liquidated so long as (i) in the case of any (x) such merger or
         consolidation involving a Subsidiary Guarantor, a Subsidiary Guarantor
         is the surviving corporation of such merger or consolidation or (y)
         such liquidation involving a Subsidiary Guarantor, a Subsidiary
         Guarantor receives the assets of such Subsidiary upon such liquidation
         and (ii) in the case of any (x) such merger or consolidation involving
         a Wholly-Owned Subsidiary of

                                      -87-

<PAGE>

         the Borrower, in addition to the requirements of preceding clause
         (i)(x), a Wholly-Owned Subsidiary is the surviving corporation of such
         merger or consolidation or (y) such liquidation, in addition to the
         requirements of preceding clause (i)(y), a Wholly-Owned Subsidiary
         receives the assets of such Subsidiary upon such liquidation.

To the extent the Required Lenders waive the provisions of this Section 10.02
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 10.02 (other than to the Borrower or a Subsidiary
thereof), such Collateral shall be sold free and clear of the Liens created by
the Security Documents, and the Administrative Agent and the Collateral Agent
shall be authorized to take any actions deemed appropriate in order to effect
the foregoing.

         10.03. Dividends. The Borrower will not, and will not permit any of its
Subsidiaries to, authorize, declare or pay any Dividends with respect to the
Borrower or any of its Subsidiaries, except that:

                  (i) any Subsidiary of the Borrower may pay cash Dividends to
         the Borrower or to any Wholly-Owned Subsidiary of the Borrower;

                  (ii) any non-Wholly-Owned Subsidiary of the Borrower may pay
         cash Dividends to its shareholders generally so long as the Borrower or
         its respective Subsidiary which owns the equity interest in the
         Subsidiary paying such Dividends receives at least its proportionate
         share thereof (based upon its relative holding of the equity interest
         in the Subsidiary paying such Dividends and taking into account the
         relative preferences, if any, of the various classes of equity
         interests of such Subsidiary);

                  (iii) with prior written consent of the Required Lenders and
         so long as there shall exist no Default or Event of Default (both
         before and after giving effect to the payment thereof), the Borrower
         may repurchase outstanding shares of its common stock (or options to
         purchase such common stock) following the death, disability or
         termination of employment of officers, directors or employees of the
         Borrower or any of its Subsidiaries, provided that the aggregate amount
         of Dividends paid by the Borrower pursuant to this clause (iii) shall
         not exceed $500,000 in any fiscal year of the Borrower;

                  (iv) the Borrower may pay regularly scheduled Dividends on its
         Qualified Preferred Stock pursuant to the terms thereof solely through
         the issuance of additional shares of such Qualified Preferred Stock
         rather than in cash;

                  (v) with the prior written consent of the Required Lenders,
         the Borrower may redeem its outstanding preferred stock purchase rights
         issued under the Borrower's stockholder's rights plan in an aggregate
         amount not to exceed $500,000;

                  (vi) the Borrower may pay cash Dividends in relation to its
         common stock on a pro rata basis, provided that before and after giving
         effect to the payment

                                      -88-

<PAGE>

         thereof, (a) no Default or Event of Default shall exist, and (b) the
         aggregate amount of all cash Dividends under this Section 10.03(vi)
         shall not exceed $1,000,000.

         10.04. Indebtedness. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

                  (i) Indebtedness incurred pursuant to this Agreement and the
         other Credit Documents;

                  (ii) Existing Indebtedness outstanding on the Initial
         Borrowing Date and listed on Schedule 4 of the Disclosure Letter,
         without giving effect to any subsequent extension, renewal or
         refinancing thereof except to the extent set forth on such Schedule 4,
         provided that the aggregate principal amount of the Indebtedness to be
         extended, renewed or refinanced does not increase from that amount
         outstanding at the time of any such extension, renewal or refinancing;

                  (iii) Indebtedness under Interest Rate Protection Agreements
         in notional amounts not to exceed the outstanding Loans pursuant to
         this Agreement, such Interest Rate Protection Agreements to be
         reasonably acceptable to the Administrative Agent and entered into with
         respect to other Indebtedness permitted under this Section 10.04;

                  (iv) Indebtedness of the Borrower and its Subsidiaries
         evidenced by Capitalized Lease Obligations (to the extent permitted
         pursuant to Section 10.07, 10.08 and 10.09) and purchase money
         Indebtedness described in Section 10.01(vii), provided that in no event
         shall the sum of the aggregate principal amount of all Capitalized
         Lease Obligations and purchase money Indebtedness permitted by this
         clause (iv) exceed $10,000,000 at any time outstanding;

                  (v) intercompany Indebtedness among the Borrower and its
         Subsidiaries to the extent permitted by Sections 10.05(xi), (xiii),
         (xiv), (xv) and (xvi);

                  (vi) Indebtedness consisting of guaranties by the Borrower and
         its Subsidiaries of Indebtedness of the Borrower and its Subsidiaries
         otherwise permitted to be incurred under this Section 10.04 (other than
         in respect of the Senior Subordinated Notes), in each case only so long
         as the giving of such guaranty does not require a Subsidiary of the
         Borrower to guaranty the Borrower's obligations in respect of the
         Senior Subordinated Notes;

                  (vii) Indebtedness under Other Hedging Agreements providing
         protection against fluctuations in currency values in connection with
         the Borrower's or any of its Subsidiaries' operations so long as
         management of the Borrower or such Subsidiary, as the case may be, has
         determined that the entering into of such Other Hedging Agreements are
         bona fide hedging activities and are not for speculative purposes;

                                      -89-

<PAGE>

                  (viii) Indebtedness of the Borrower under the Senior
         Subordinated Notes and the other Senior Subordinated Note Documents in
         an aggregate principal amount not to exceed $92,000,000 (as reduced by
         any repayments of principal thereof);

                  (ix) Indebtedness of a Subsidiary acquired pursuant to a
         Permitted Acquisition (or Indebtedness assumed at the time of a
         Permitted Acquisition of an asset securing such Indebtedness), provided
         that (x) such Indebtedness was not incurred in connection with, or in
         anticipation or contemplation of, such Permitted Acquisition, (y) such
         Indebtedness does not constitute debt for borrowed money (other than
         debt for borrowed money incurred in connection with industrial revenue
         or industrial development bond financings), it being understood and
         agreed that Capitalized Lease Obligations and purchase money
         Indebtedness of the type described in Section 10.01(vii) shall not
         constitute debt for borrowed money for purposes of this clause (y), and
         (z) at the time of such Permitted Acquisition, the aggregate of all
         Indebtedness permitted under this clause (ix) does not exceed the
         greater of $5,000,000 or 15% of the total value of the assets of all
         Subsidiaries (or assets) so acquired since the Restatement Effective
         Date hereof;

                  (x) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business, so long as such
         Indebtedness not otherwise constituting Indebtedness permitted under
         this Section 10.04 is extinguished within two Business Days of the
         incurrence thereof;

                  (xi) Indebtedness in respect of bid, performance, advance
         payment or surety bonds entered into in the ordinary course of business
         and consistent with past practices in an aggregate amount not to exceed
         $1,500,000 at any time outstanding; and

                  (xii) so long as no Default or Event of Default then exists or
         would result therefrom, additional unsecured Indebtedness incurred by
         the Borrower and its Subsidiaries in an aggregate principal amount not
         to exceed $10,000,000 at any one time outstanding.

         10.05. Advances, Investments and Loans. The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly, lend money or
credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents (each of the foregoing an "Investment" and,
collectively, "Investments"), except that the following shall be permitted:

                                      -90-

<PAGE>

                  (i) the Borrower and its Subsidiaries may acquire and hold
         accounts receivables owing to any of them, if created or acquired in
         the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms of the Borrower or such
         Subsidiary;

                  (ii) the Borrower and its Subsidiaries may acquire and hold
         cash and Cash Equivalents;

                  (iii) the Borrower and its Subsidiaries may hold the
         Investments held by them on the Initial Borrowing Date and described on
         Schedule 7 of the Disclosure Letter, provided that any additional
         Investments made with respect thereto shall be permitted only if
         independently justified under the other provisions of this Section
         10.05;

                  (iv) the Borrower and its Subsidiaries may acquire and own
         investments (including debt obligations) received in connection with
         the bankruptcy or reorganization of suppliers and customers and in good
         faith settlement of delinquent obligations of, and other disputes with,
         customers and suppliers arising in the ordinary course of business;

                  (v) the Borrower and its Subsidiaries may make loans and
         advances in the ordinary course of business to their respective
         employees so long as the aggregate principal amount thereof at any time
         outstanding (determined without regard to any write-downs or write-offs
         of such loans and advances) shall not exceed $500,000;

                  (vi) to the extent permitted by law, the Borrower may acquire
         and hold obligations of one or more officers or other employees of the
         Borrower or any of its Subsidiaries in connection with such officers'
         or employees' acquisition of shares of common stock of the Borrower
         provided, however, that (a) no cash is paid by the Borrower or any of
         its Subsidiaries to such officers or employees in connection with the
         acquisition of any such obligations, and (b) the aggregate of all such
         obligations shall not exceed $3,000,000 at any one time outstanding.

                  (vii) the Borrower and its Subsidiaries may enter into
         Interest Rate Protection Agreements to the extent permitted by Section
         10.04(iii);

                  (viii) the Borrower and its Subsidiaries may enter into Other
         Hedging Agreement to the extent permitted by Section 10.04(vii);

                  (ix) Permitted Acquisitions shall be permitted in accordance
         with Section 9.15;

                  (x) the Borrower and its Subsidiaries may acquire and hold
         promissory notes and other non-cash consideration issued by the
         purchaser of assets in connection with a sale of such assets to the
         extent permitted by Sections 10.02(iv) and (v);

                                      -91-

<PAGE>

                  (xi) the Borrower and the Subsidiary Guarantors may make
         Intercompany Loans between or among one another, so long as each
         Intercompany Loan shall be evidenced by an Intercompany Note that is
         pledged to the Collateral Agent pursuant to the Pledge Agreement;

                  (xii) the Borrower may make equity contributions to the
         capital of the Subsidiary Guarantors and the Subsidiary Guarantors may
         make equity contributions to the capital of their respective
         Subsidiaries which are Subsidiary Guarantors, provided that the
         Borrower may not contribute a material portion of its non-cash assets
         to the Subsidiary Guarantors;

                  (xiii) the Borrower and the Subsidiary Guarantors may make
         Intercompany Loans and/or cash equity contributions to Wholly-Owned
         Foreign Subsidiaries of the Borrower for the purpose of enabling such
         Wholly-Owned Foreign Subsidiaries to consummate a Permitted Acquisition
         or to make Capital Expenditures so long as (x) each such Investment
         that is made as an Intercompany Loan shall be evidenced by an
         Intercompany Note that is pledged to the Collateral Agent pursuant to
         the Pledge Agreement, (y) no more than $1,000,000 of such Investments
         in the aggregate may be made in any fiscal year of the Borrower for
         Permitted Acquisitions and (z) no more than $1,000,000 of such
         Investments in the aggregate may be made in any fiscal year of the
         Borrower for Capital Expenditures;

                  (xiv) the Borrower and its Wholly-Owned Subsidiaries may make
         additional Intercompany Loans and/or cash equity contributions to their
         respective Wholly-Owned Foreign Subsidiaries for the purpose of
         enabling such Subsidiaries to make an Investment permitted by clause
         (xvi) of this Section 10.05 so long as (x) each such Investment that is
         made as an Intercompany Loan shall be evidenced by an Intercompany Note
         that is pledged to the Collateral Agent pursuant to the Pledge
         Agreement and (y) no more than $1,000,000 of such Investments in the
         aggregate may be made;

                  (xv) Wholly-Owned Foreign Subsidiaries of the Borrower may
         make intercompany loans (x) between or among one another and (y) to the
         Borrower or any Subsidiary Guarantor so long as each such Intercompany
         Loan made to the Borrower or a Subsidiary Guarantor shall contain (and
         shall be subject to) the subordination provisions described in Exhibit
         M; and

                  (xvi) so long as no Default or Event of Default then exists or
         would result therefrom, the Borrower and its Subsidiaries may make
         additional Investments so long as the aggregate amount of all such
         Investments made pursuant to this clause (xvi) does not exceed
         $2,000,000 in any fiscal year.

         10.06. Transactions with Affiliates. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of the Borrower or any of its Subsidiaries, other than in the
ordinary course of business and on terms and conditions substantially as
favorable to

                                      -92-

<PAGE>

the Borrower or such Subsidiary as would reasonably be obtained by the Borrower
or such Subsidiary at that time in a comparable arm's-length transaction with a
Person other than an Affiliate, except that the following in any event shall be
permitted:

                  (i) Dividends may be paid to the extent provided in Section
         10.03;

                  (ii) loans may be made and other transactions may be entered
         into by the Borrower and its Subsidiaries to the extent permitted by
         Sections 10.02, 10.04 and 10.05;

                  (iii) customary fees may be paid to non-officer directors of
         the Borrower and its Subsidiaries;

                  (iv) the Borrower and its Subsidiaries may enter into, and may
         make payments under, employment agreements, employee benefits plans,
         stock option plans, indemnification provisions and other similar
         compensatory arrangements with officers, employees and directors of the
         Borrower and its Subsidiaries in the ordinary course of business;

                  (v) transactions exclusively between or among the Borrower and
         any of its Wholly-Owned Subsidiaries or exclusively between or among
         such Wholly-Owned Subsidiaries, provided that such transactions are not
         otherwise prohibited by the Credit Documents;

                  (vi) any agreement as in effect as of the Initial Borrowing
         Date or any amendment thereto or any transaction contemplated thereby
         (including pursuant to any amendment thereto) in any replacement
         agreement thereto so long as any such amendment or replacement
         agreement is not more disadvantageous to the Lenders in any material
         respect than the original agreement as in effect on the Initial
         Borrowing Date; and

                  (vii) transactions with Annapurna Corporation aggregating not
         more than $500,000 in any fiscal year of the Borrower.

         10.07. Consolidated Fixed Charge Coverage Ratio. The Borrower will not
permit the Consolidated Fixed Charge Coverage Ratio for any Test Period to be
less than 1.15:1.

         10.08. Maximum Total Leverage Ratio. The Borrower will not permit the
Consolidated Total Leverage Ratio at any time during a period set forth below to
be greater than the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
                        PERIOD                                                            RATIO
                        ------                                                            -----
<S>                                                                                     <C>
Initial Borrowing Date through and including December 30, 2003                          3.25:1.00

December 31, 2003 through and including June 29, 2004                                   3.00:1.00

June 30, 2004 through and including March 30, 2005                                      2.75:1.00

March 31, 2005 and thereafter                                                           2.50:1.00
</TABLE>

                                      -93-

<PAGE>

In addition, at the Borrower's option, by written notice to the Administrative
Agent, the Borrower may irrevocably reduce to 2.50:1.00 the required
Consolidated Total Leverage Ratio, whereupon the Borrower will not permit the
Consolidated Total Leverage Ratio at any time to be greater than 2.50:1.00.

         10.09. Maximum Senior Leverage Ratio. The Borrower will not permit the
Consolidated Senior Leverage Ratio at any time to be greater than 2.00:1; it
being understood, however, to the extent the that the required Consolidated
Total Leverage Ratio pursuant to Section 10.08 has become equal to or less than
2.50:1, then the Borrower's obligations in respect of this Section 10.09 shall
terminate.

         10.10. Minimum Consolidated EBITDA. The Borrower will not permit
Consolidated EBITDA for any Test Period to be less than $75,000,000.

         10.11. Consolidated Net Worth. The Borrower will not permit the
Consolidated Net Worth as of the end of any fiscal quarter of the Borrower to be
less than the sum of (a) $105,000,000, (b) an amount equal to 50% of the
Consolidated Net Income (with no deduction for any net loss in any such fiscal
quarter) earned in each fiscal quarter ending after December 31, 2002, plus (c)
an amount equal to 100% of the aggregate increases in shareholders' equity of
the Borrower and its Subsidiaries after the Restatement Effective Date by reason
of the issuance and sale of capital stock of the Borrower for cash consideration
(including upon any conversion of debt securities of the Borrower into such
capital stock).

         10.12. Limitation on Voluntary Payments and Modifications of Certain
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements, etc.

         (a) The Borrower will not, and will not permit any of its Subsidiaries
to:

                  (i) make (or give any notice in respect of) any Restricted
         Payment with respect to any Subordinated Debt, unless immediately
         before and after giving effect thereto each of the following conditions
         is satisfied (except as may be permitted under Section 10.12(b):

                           (A) no Default or Event of Default shall exist,

                           (B) such Restricted Payment when added to all other
                  Restricted Payments theretofore made shall not exceed the sum
                  of $50,000,000; and

                  (ii) make any Restricted Payment with respect to any
         Subordinated Debt under this Section 10.12(a), unless at least 10
         Business Days prior to any Restricted Payment with respect to any
         Subordinated Debt, the Borrower shall have furnished to the
         Administrative Agent an officer's certificate executed by a senior
         financial officer of the Borrower certifying compliance with the
         conditions in preceding clauses 10.12(a)(i)(A) and (B) and accompanied
         by reasonable

                                      -94-

<PAGE>

         calculations.

         (b) The Borrower will not, and will not permit any of its Subsidiaries
to:

                  (i) make (or give any notice in respect of) any Restricted
         Payment with respect to any Subordinated Debt, unless immediately
         before and after giving effect thereto each of the following conditions
         is satisfied:

                           (A) no Default or Event of Default shall exist,

                           (B) the Consolidated EBITDA as of the day of the last
                  most recent Test Period is greater than 105% of the minimum
                  amount of Consolidated EBITDA required pursuant to Section
                  10.10 in respect of such Test Period,

                           (C) the Total Unutilized Revolving Loan Commitment,
                  when added to the aggregate of unrestricted cash and Cash
                  Equivalents held by the Borrower and its Wholly-Owned Domestic
                  Subsidiaries, shall equal or exceed $7,000,000,

                           (D) the Consolidated Total Leverage Ratio then
                  required to be satisfied by the Borrower pursuant to Section
                  10.08 has decreased to 2.50:1.00;

                  (ii) make any Restricted Payment with respect to any
         Subordinated Debt under this Section 10.12(b), unless at least 10
         Business Days prior to any Restricted Payment with respect to any
         Subordinated Debt, the Borrower shall have furnished to the
         Administrative Agent an officer's certificate executed by a senior
         financial officer of the Borrower certifying compliance with the
         conditions in preceding clauses 10.12(b)(i)(A) through (D) and
         accompanied by reasonable calculations; and

                  (iii) make any Restricted Payment with respect to any
         Subordinated Debt pursuant to this Section 10.12(b), unless Borrower
         and its Subsidiaries have made all Restricted Payments with respect to
         Subordinated Debt that may be made under the limitation of Section
         10.12(a)(i)(B), the Borrower being prohibited from electing to
         categorize Restricted Payments with respect to Subordinated Debt under
         either 10.12(a) or (b).

         (c) The Borrower will not, and will not permit any of its Subsidiaries
to amend or modify, or permit the amendment or modification of, any provision of
any Senior Subordinated Note Document or other agreement relating to
Subordinated Debt.

         (d) The Borrower will not, and will not permit any of its Subsidiaries
to amend, modify or change its certificate or articles of incorporation
(including, without limitation, by the filing or modification of any certificate
or articles of designation) or by-laws (or the equivalent organizational
documents) or any agreement entered into by it with respect to its capital stock
(including any Shareholders' Agreement), or enter into any new agreement with
respect to its

                                      -95-

<PAGE>

capital stock, unless such amendment, modification, change or other action
contemplated by this clause (iii) could not reasonably be expected to be adverse
to the interests of the Lenders in any material respect.

         (e) Neither the Borrower nor any of its Subsidiaries shall designate
any Indebtedness, other than the Obligations, as "Designated Senior Debt" for
purposes of the Senior Subordinated Notes.

         10.13. Limitation on Certain Restrictions on Subsidiaries. The Borrower
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary
of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of
the Borrower or (c) transfer any of its properties or assets to the Borrower or
any Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) applicable law, (ii) this Agreement and the
other Credit Documents, (iii) the Senior Subordinated Note Documents, (iv)
customary provisions restricting subletting or assignment of any lease governing
a leasehold interest of the Borrower or any Subsidiary of the Borrower, (v)
customary provisions restricting assignment of any licensing agreement (in which
the Borrower or such Subsidiary is the licensee) or other contract entered into
by the Borrower or any Subsidiary of the Borrower in the ordinary course of
business, (vi) any instrument governing Indebtedness described in Section
10.04(ix), which restriction is not applicable to any Person, or the property or
assets of any Person, other than the Person or the properties or assets acquired
pursuant to any such Permitted Acquisition, (vii) agreements existing on the
Initial Borrowing Date to the extent and in the manner such agreements are in
effect on the Initial Borrowing Date, (viii) any agreement for the sale or
disposition of capital stock or assets of any Subsidiary, provided that such
encumbrances and restrictions are only applicable to such Subsidiary or assets,
as applicable, and any such sale or disposition is made in compliance with
Section 10.02, and (ix) restrictions on the transfer of any asset subject to a
Lien permitted by Section 10.01(v), (vi) or (vii).

         10.14. Limitation on Issuance of Capital Stock.

         (a) The Borrower will not, and will not permit any of its Subsidiaries
to, issue (i) any preferred stock other than Qualified Preferred Stock of the
Borrower or (ii) any redeemable common stock other than common stock that is
redeemable at the sole option of the Borrower or such Subsidiary, as the case
may be.

         (b) The Borrower will not permit any of its Subsidiaries to issue any
capital stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i)
for transfers and replacements of then outstanding shares of capital stock, (ii)
for stock splits, stock dividends and issuances which do not decrease the
percentage ownership of the Borrower or any of its Subsidiaries in any class of
the capital stock of such Subsidiary, (iii) to qualify directors to the extent
required by applicable law, (iv) for issuances to the Borrower or a Wholly-Owned
Subsidiary thereof or (v) for issuances by newly created or acquired
Subsidiaries in accordance with the terms of this Agreement.

                                      -96-

<PAGE>

         10.15. Business. The Borrower will not, and will not permit any of its
Subsidiaries to, engage in any business other than the business engaged in by
the Borrower and its Subsidiaries as of the Initial Borrowing Date and
reasonable extensions thereof and other businesses that are complementary or
reasonably related thereto. Notwithstanding anything to the contrary contained
in this Agreement, the Borrower will not permit any Inactive Subsidiary to
engage in any business activities, to have any material liabilities or to own
assets with an aggregate value in excess of $250,000.

         10.16. Limitation on Creation of Subsidiaries. The Borrower will not,
and will not permit any of its Subsidiaries to, establish, create or acquire
after the Initial Borrowing Date any Subsidiary, provided that the Borrower and
its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the
extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to
the extent permitted by Section 10.05(xvi) and the definition of "Permitted
Acquisition", non-Wholly-Owned Subsidiaries, so long as

                  (i) the equity interests of each such new Subsidiary (to the
         extent owned by a Credit Party) is pledged pursuant to, and to the
         extent required by, the Pledge Agreement,

                  (ii) each such new Domestic Subsidiary (and, to the extent
         required by Section 9.13, each such new Foreign Subsidiary) executes a
         counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the
         Security Agreement, and

                  (iii) each such new Domestic Subsidiary (and, to the extent
         required by Section 9.13, each such new Foreign Subsidiary), to the
         extent requested by the Administrative Agent or the Required Lenders,
         takes all actions required pursuant to Section 9.11.

         In addition, each such new Domestic Subsidiary (and, to the extent
required by Section 9.13, each such new Foreign Subsidiary) shall execute and
deliver, or cause to be executed and delivered, all other relevant documentation
of the type described in Section 6 as such new Subsidiary would have had to
deliver if such new Subsidiary were a Credit Party on the Initial Borrowing
Date.

         10.17. Operating Leases. The Borrower will not permit the aggregate
obligations of the Borrower and its Subsidiaries with respect to Operating
Leases to exceed $7,500,000 in any fiscal year.

                                   SECTION 11

                               EVENTS OF DEFAULT.

          Upon the occurrence of any of the following specified events (each an
"Event of Default"):

         11.01. Payments. The Borrower shall (i) default in the payment when due
of any principal of any Loan or any Note or (ii) default, and such default shall
continue unremedied for three or more Business Days, in the payment when due of
any interest on any Loan or Note, any Unpaid Drawing or any Fees or any other
amounts owing hereunder or thereunder; or

                                      -97-

<PAGE>

         11.02. Representations, etc. Any representation, warranty or statement
made or deemed made by any Credit Party herein or in any other Credit Document
or in any certificate delivered to the Administrative Agent or any Lender
pursuant hereto or thereto shall prove to be untrue in any material respect on
the date as of which made or deemed made; or

         11.03. Covenants. The Borrower or any of its Subsidiaries shall (i)
default in the due performance or observance by it of any term, covenant or
agreement contained in Section 9.01(g)(i), 9.08, 9.12, 9.14, 9.15 or Section 10
or (ii) default in the due performance or observance by it of any other term,
covenant or agreement contained in this Agreement or any other Credit Document
(other than those set forth in Sections 11.01 and 11.02) and such default shall
continue unremedied for a period of 30 days after written notice thereof to the
defaulting party by the Administrative Agent or the Required Lenders; or

         11.04. Default Under Other Agreements. (i) The Borrower or any of its
Subsidiaries shall (x) default in any payment of any Indebtedness (other than
the Obligations) beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness was created or (y) default in the
observance or performance of any agreement or condition relating to any
Indebtedness (other than the Obligations) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause (determined
without regard to whether any notice is required), any such Indebtedness to
become due prior to its stated maturity, or (ii) any Indebtedness (other than
the Obligations) of the Borrower or any of its Subsidiaries shall be declared to
be (or shall become) due and payable, or required to be prepaid other than by a
regularly scheduled required prepayment, prior to the stated maturity thereof,
provided that it shall not be a Default or an Event of Default under this
Section 11.04 unless the aggregate principal amount of all Indebtedness as
described in either of the preceding clauses (i) or (ii) is at least $5,000,000;
or

         11.05. Bankruptcy, etc. The Borrower or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any of its Subsidiaries, and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of the Borrower or any of
its Subsidiaries, or the Borrower or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or any
of its Subsidiaries, or there is commenced against the Borrower or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days, or the Borrower or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any corporate action is

                                      -98-

<PAGE>

taken by the Borrower or any of its Subsidiaries for the purpose of effecting
any of the foregoing; or

         11.06. ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
..67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan or a
Foreign Pension Plan has not been timely made, the Borrower or any Subsidiary of
the Borrower or any ERISA Affiliate has incurred or is likely to incur any
liability to or on account of a Plan under Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971
or 4975 of the Code or on account of a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code, or the Borrower or any Subsidiary of the Borrower has incurred or is
likely to incur liabilities pursuant to one or more employee welfare benefit
plans (as defined in Section 3(1) of ERISA) that provide benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or Plans or Foreign Pension Plans, a "default" within the meaning of
Section 4219(c)(5) of ERISA shall occur with respect to any Plan, any applicable
law, rule or regulation is adopted, changed or interpreted, or the
interpretation or administration thereof is changed, in each case after the date
hereof, by any governmental authority or agency or by any court (a "Change of
Law"), or, as a result of a Change in Law, an event occurs following a Change in
Law, with respect to or otherwise affecting any Plan; (b) there shall result
from any such event or events the imposition of a lien, the granting of a
security interest, or a liability or a material risk of incurring a liability;
and (c) such lien, security interest or liability, individually and/or in the
aggregate, in the reasonable opinion of the Required Lenders, has had, or could
reasonably be expected to have, a Material Adverse Effect; or

         11.07. Security Documents. At any time after the execution and delivery
thereof, any of the Security Documents shall cease to be in full force and
effect, or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral (other than an immaterial portion
thereof), in favor of the Collateral Agent, superior to and prior to the rights
of all third Persons (except as permitted by Section 10.01), and subject to no
other Liens (except as permitted by Section 10.01); or

         11.08. Subsidiaries Guaranty. At any time after the execution and
delivery thereof, the Subsidiaries Guaranty or any provision thereof shall cease
to be in full force or effect as to any Subsidiary Guarantor, or any Subsidiary
Guarantor or any Person acting by or on behalf of such Subsidiary Guarantor
shall deny or disaffirm such Subsidiary Guarantor's obligations under the

                                      -99-

<PAGE>

Subsidiaries Guaranty or any Subsidiary Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to the Subsidiaries Guaranty; or

         11.09. Judgments. One or more judgments or decrees shall be entered
against the Borrower or any Subsidiary of the Borrower involving in the
aggregate for the Borrower and its Subsidiaries a liability (not paid or fully
covered by a reputable and solvent insurance company) and such judgments and
decrees either shall be final and non-appealable or shall not be vacated,
discharged or stayed or bonded pending appeal for any period of 30 consecutive
days, and the aggregate amount of all such judgments equals or exceeds
$5,000,000; or

         11.10. Change of Control. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of the Administrative
Agent, any Lender or the holder of any Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 11.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice):

                  (i) declare the Total Commitment terminated, whereupon all
         Commitments of each Lender shall forthwith terminate immediately and
         any Commitment Fee shall forthwith become due and payable without any
         other notice of any kind;

                  (ii) declare the principal of and any accrued interest in
         respect of all Loans and the Notes and all Obligations owing hereunder
         and thereunder to be, whereupon the same shall become, forthwith due
         and payable without presentment, demand, protest or other notice of any
         kind, all of which are hereby waived by each Credit Party;

                  (iii) terminate any Letter of Credit which may be terminated
         in accordance with its terms;

                  (iv) direct the Borrower to pay (and the Borrower agrees that
         upon receipt of such notice, or upon the occurrence of an Event of
         Default specified in Section 11.05 with respect to the Borrower, it
         will pay) to the Collateral Agent at the Payment Office such additional
         amount of cash or Cash Equivalents, to be held as security by the
         Collateral Agent, as is equal to the aggregate Stated Amount of all
         Letters of Credit issued for the account of the Borrower and then
         outstanding;

                  (v) enforce, as Collateral Agent, all of the Liens and
         security interests created pursuant to the Security Documents; and

                  (vi) apply any cash collateral held by the Administrative
         Agent pursuant to Section 5.02 to the repayment of the Obligations.

                                     -100-

<PAGE>

                                   SECTION 12

                            THE ADMINISTRATIVE AGENT.

         12.01. Appointment. The Lenders hereby irrevocably designate Bank of
America as Administrative Agent (for purposes of this Section 12, the term
"Administrative Agent" also shall include Bank of America in its capacity as
Collateral Agent pursuant to the Security Documents) to act as specified herein
and in the other Credit Documents. Each Lender hereby irrevocably authorizes,
and each holder of any Note by the acceptance of such Note shall be deemed
irrevocably to authorize, the Administrative Agent to take such action on their
behalf under the provisions of this Agreement, the other Credit Documents and
any other instruments and agreements referred to herein or therein and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent by the terms
hereof and thereof and such other powers as are reasonably incidental thereto.
The Administrative Agent may perform any of their respective duties hereunder by
or through its officers, directors, agents, employees or affiliates.

         12.02. Nature of Duties. The Administrative Agent shall not have any
duties or responsibilities except those expressly set forth in this Agreement
and in the other Credit Documents. Neither the Administrative Agent nor any of
its officers, directors, agents, employees or affiliates shall be liable for any
action taken or omitted by them hereunder or under any other Credit Document or
in connection herewith or therewith, unless caused by its or their gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). The duties of the
Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other
Credit Document a fiduciary relationship in respect of any Lender or the holder
of any Note; and nothing in this Agreement or in any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or any
other Credit Document except as expressly set forth herein or therein.

         12.03. Lack of Reliance on the Administrative Agent. Independently and
without reliance upon the Administrative Agent, each Lender and the holder of
each Note, to the extent it deems appropriate, has made and shall continue to
make (i) its own independent investigation of the financial condition and
affairs of the Borrower and its Subsidiaries in connection with the making and
the continuance of the Loans and the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of the
Borrower and its Subsidiaries and, except as expressly provided in this
Agreement, the Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder
of any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter. The Administrative Agent shall not be responsible to any
Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of the Borrower or any of its Subsidiaries or be required to make any
inquiry concerning either the performance or observance

                                     -101-

<PAGE>

of any of the terms, provisions or conditions of this Agreement or any other
Credit Document, or the financial condition of the Borrower or any of its
Subsidiaries or the existence or possible existence of any Default or Event of
Default.

         12.04. Certain Rights of the Administrative Agent. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Required Lenders;
and the Administrative Agent shall not incur liability to any Lender by reason
of so refraining. Without limiting the foregoing, neither any Lender nor the
holder of any Note shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders.

         12.05. Reliance. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that the Administrative Agent believed to be the proper
Person, and, with respect to all legal matters pertaining to this Agreement and
any other Credit Document and its duties hereunder and thereunder, upon advice
of counsel selected by the Administrative Agent.

         12.06. Indemnification. To the extent the Administrative Agent (or any
affiliate thereof) is not reimbursed and indemnified by the Borrower, the
Lenders will reimburse and indemnify the Administrative Agent (and any affiliate
thereof) in proportion to their respective "percentage" as used in determining
the Required Lenders (determined as if there were no Defaulting Lenders) for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by the
Administrative Agent (or any affiliate thereof) in performing its duties
hereunder or under any other Credit Document or in any way relating to or
arising out of this Agreement or any other Credit Document; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision).

         12.07. The Administrative Agent in its Individual Capacity. With
respect to its obligation to make Loans, or issue or participate in Letters of
Credit, under this Agreement, the Administrative Agent shall have the rights and
powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lender," "Required Lenders", "holders of Notes" or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its respective individual capacities. The Administrative
Agent and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of banking, investment banking, trust or other business with,
or provide debt financing, equity capital or other services (including financial
advisory services) to, any Credit Party or any Affiliate of any Credit Party (or
any Person

                                     -102-

<PAGE>

engaged in a similar business with any Credit Party or any Affiliate thereof) as
if they were not performing the duties specified herein, and may accept fees and
other consideration from any Credit Party or any Affiliate of any Credit Party
for services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

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

         12.09. Resignation by the Administrative Agent.

         (a) The Administrative Agent may resign from the performance of all its
respective functions and duties hereunder and/or under the other Credit
Documents at any time by giving 15 Business Days prior written notice to the
Lenders. Such resignation shall take effect upon the appointment of a successor
Administrative Agent pursuant to clauses (b) and (c) below or as otherwise
provided below.

         (b) Upon any such notice of resignation by the Administrative Agent,
the Required Lenders shall appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company reasonably acceptable
to the Borrower which acceptance shall not be unreasonably withheld or delayed
(provided that the Borrower's approval shall not be required if an Event of
Default then exists).

         (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed, provided that the Borrower's consent shall not be required if an Event
of Default then exists), shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder or thereunder until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided above.

         (d) If no successor Administrative Agent has been appointed pursuant to
clause (b) or (c) above by the 20th Business Day after the date such notice of
resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.

         12.10. Issuing Lender. The Issuing Lender shall have the rights and
protections hereunder to the same extent as if it were the Administrative Agent.

                                     -103-

<PAGE>

                                   SECTION 13

                                 MISCELLANEOUS.

         13.01. Payment of Expenses, etc. The Borrower shall:

                  (i) whether or not the transactions herein contemplated are
         consummated, pay all reasonable out-of-pocket costs and expenses of the
         Administrative Agent (including, without limitation, the reasonable
         fees and disbursements of legal counsel of the Administrative Agent and
         of the Administrative Agent's consultants) in connection with the
         preparation, execution and delivery of this Agreement and the other
         Credit Documents and the documents and instruments referred to herein
         and therein and any amendment, waiver or consent relating hereto or
         thereto, of the Administrative Agent in connection with its syndication
         efforts with respect to this Agreement and of the Administrative Agent
         and, after the occurrence of an Event of Default, each of the Lenders
         in connection with the enforcement of this Agreement and the other
         Credit Documents and the documents and instruments referred to herein
         and therein or in connection with any refinancing or restructuring of
         the credit arrangements provided under this Agreement in the nature of
         a "work-out" or pursuant to any insolvency or bankruptcy proceedings
         (including, in each case without limitation, the reasonable fees and
         disbursements of counsel and consultants for the Administrative Agent
         and, after the occurrence of an Event of Default, counsel for each of
         the Lenders);

                  (ii) pay and hold the Administrative Agent and each of the
         Lenders harmless from and against any and all present and future stamp,
         excise and other similar documentary taxes with respect to the
         foregoing matters and save the Administrative Agent and each of the
         Lenders harmless from and against any and all liabilities with respect
         to or resulting from any delay or omission (other than to the extent
         attributable to the Administrative Agent or such Lender) to pay such
         taxes; and

                  (iii) indemnify the Administrative Agent and each Lender, and
         each of their respective officers, directors, employees,
         representatives, agents, affiliates, trustees and investment advisors
         from and hold each of them harmless against any and all liabilities,
         obligations (including removal or remedial actions), losses, damages,
         penalties, claims, actions, judgments, suits, costs, expenses and
         disbursements (including reasonable attorneys' and consultants' fees
         and disbursements) incurred by, imposed on or assessed against any of
         them as a result of, or arising out of, or in any way related to, or by
         reason of, (a) any investigation, litigation or other proceeding
         (whether or not the Administrative Agent or any Lender is a party
         thereto and whether or not such investigation, litigation or other
         proceeding is brought by or on behalf of any Credit Party) related to
         the entering into and/or performance of this Agreement or any other
         Credit Document or the use of any Letter of Credit or the proceeds of
         any Loans hereunder or the consummation of the Refinancing or any other
         transactions contemplated herein or in any other Credit Document or the
         exercise of any of

                                     -104-

<PAGE>

         their rights or remedies provided herein or in the other Credit
         Documents, or (b) the actual or alleged presence of Hazardous Materials
         in the air, surface water or groundwater or on the surface or
         subsurface of any Real Property owned, leased or at any time operated
         by the Borrower or any of its Subsidiaries, the generation, storage,
         transportation, handling or disposal of Hazardous Materials by the
         Borrower or any of its Subsidiaries at any location, whether or not
         owned, leased or operated by the Borrower or any of its Subsidiaries,
         the non-compliance of any Real Property with foreign, federal, state
         and local laws, regulations, and ordinances (including applicable
         permits thereunder) applicable to any Real Property, or any
         Environmental Claim asserted against the Borrower, any of its
         Subsidiaries or any Real Property owned, leased or at any time operated
         by the Borrower or any of its Subsidiaries, including, in each case,
         without limitation, the reasonable fees and disbursements of counsel
         and other consultants incurred in connection with any such
         investigation, litigation or other proceeding (but excluding any
         losses, liabilities, claims, damages or expenses to the extent incurred
         by reason of the gross negligence or willful misconduct of the Person
         to be indemnified (as determined by a court of competent jurisdiction
         in a final and non-appealable decision)).

To the extent that the undertaking to indemnify, pay or hold harmless the
Administrative Agent or any Lender set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the Borrower
shall make the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities which is permissible under applicable law.

         13.02. Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent and each Lender is hereby authorized at any
time or from time to time, without presentment, demand, protest or other notice
of any kind to any Credit Party or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other Indebtedness at any time held or
owing by the Administrative Agent or such Lender (including, without limitation,
by branches and agencies of such Lender wherever located) to or for the credit
or the account of any Credit Party against and on account of the Obligations and
liabilities of the Credit Parties to the Administrative Agent or such Lender
under this Agreement or under any of the other Credit Documents, including,
without limitation, all interests in Obligations purchased by such Lender
pursuant to Section 13.06(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Lender shall have made any demand hereunder
and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.

         13.03. Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents; if to any Lender, at its address specified on Schedule II; and
if to the Administrative Agent, at the Notice Office; or, as to any Credit Party
or the Administrative

                                     -105-

<PAGE>

Agent, at such other address as shall be designated by such party in a written
notice to the other parties hereto and, as to each Lender, at such other address
as shall be designated by such Lender in a written notice to the Borrower and
the Administrative Agent. All such notices and communications shall, when
mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight
courier, be effective when deposited in the mails, delivered to the telegraph
company, cable company or overnight courier, as the case may be, or sent by
telex or telecopier, except that notices and communications to the
Administrative Agent and the Borrower shall not be effective until received by
the Administrative Agent or the Borrower, as the case may be.

         13.04. Benefit of Agreement; Assignments; Participations.

         (a) This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective successors and assigns of the parties
hereto; provided, however, the Borrower may not assign or transfer any of its
rights, obligations or interest hereunder without the prior written consent of
the Lenders and, provided further, that, although any Lender may transfer,
assign or grant participations in its rights hereunder, such Lender shall remain
a "Lender" for all purposes hereunder (and may not transfer or assign all or any
portion of its Commitments hereunder except as provided in Sections 2.13 and
13.04(b)) and the transferee, assignee or participant, as the case may be, shall
not constitute a "Lender" hereunder and, provided further, that no Lender shall
transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other
Credit Document except to the extent such amendment or waiver would

                  (i) extend the final scheduled maturity of any Loan, Note or
         Letter of Credit (unless such Letter of Credit is not extended beyond
         the Revolving Loan Maturity Date) in which such participant is
         participating, or reduce the rate or extend the time of payment of
         interest or Fees thereon (except in connection with a waiver of
         applicability of any post-default increase in interest rates) or reduce
         the principal amount thereof (it being understood that any amendment or
         modification to the financial definitions in this Agreement or to
         Section 13.07(a) shall not constitute a reduction in the rate of
         interest or Fees payable hereunder), or increase the amount of the
         participant's participation over the amount thereof then in effect (it
         being understood that a waiver of any Default or Event of Default or of
         a mandatory reduction in the Total Commitment shall not constitute a
         change in the terms of such participation, and that an increase in any
         Commitment (or the available portion thereof) or Loan shall be
         permitted without the consent of any participant if the participant's
         participation is not increased as a result thereof),

                  (ii) consent to the assignment or transfer by the Borrower of
         any of its rights and obligations under this Agreement, or

                  (iii) release all or substantially all of the Collateral under
         all of the Security Documents (except as expressly provided in the
         Credit Documents) supporting the Loans or Letters of Credit hereunder
         in which such participant is participating or release all or
         substantially all of the Subsidiary Guarantors.

                                     -106-

<PAGE>

In the case of any such participation, the participant shall not have any rights
under this Agreement or any of the other Credit Documents (the participant's
rights against such Lender in respect of such participation to be those set
forth in the agreement executed by such Lender in favor of the participant
relating thereto) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation.

         (b) Notwithstanding the foregoing, any Lender (or any Lender together
with one or more other Lenders) may (x) assign all or a portion of its
Commitments and related outstanding Obligations (or, if the Commitments with
respect to the relevant Tranche have terminated, outstanding Obligations)
hereunder to (i) its parent company and/or any affiliate of such Lender which is
at least 50% owned by such Lender or its parent company or to one or more
Lenders or (ii) in the case of any Lender that is a fund that invests in loans,
any other fund that invests in loans and is managed or advised by the same
investment advisor of such Lender or by an Affiliate of such investment advisor
or (y) assign all, or if less than all, a portion equal to at least $1,000,000
in the aggregate for the assigning Lender or assigning Lenders, of such
Commitments and related outstanding Obligations (or, if the Commitments with
respect to the relevant Tranche have terminated, outstanding Obligations)
hereunder to one or more Eligible Transferees (treating any fund that invests in
loans and any other fund that invests in loans and is managed or advised by the
same investment advisor of such fund or by an Affiliate of such investment
advisor as a single Eligible Transferee), each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and Assumption
Agreement, provided that,

                  (i) at such time Schedule I shall be deemed modified to
         reflect the Commitments and/or outstanding Loans, as the case may be,
         of such new Lender and of the existing Lenders,

                  (ii) upon the surrender of the relevant Notes by the assigning
         Lender (or, upon such assigning Lender's indemnifying the Borrower for
         any lost Note pursuant to a customary indemnification agreement) new
         Notes will be issued, at the Borrower's expense, to such new Lender and
         to the assigning Lender upon the request of such new Lender or
         assigning Lender, such new Notes to be in conformity with the
         requirements of Section 2.05 (with appropriate modifications) to the
         extent needed to reflect the revised Commitments and/or outstanding
         Loans, as the case may be,

                  (iii) the consent of the Administrative Agent and, so long as
         no Default or Event of Default then exists, the consent of the
         Borrower, shall (in each case) be required in connection with any
         assignment to an Eligible Transferee pursuant to clause (y) above (each
         of which consents shall not be unreasonably withheld or delayed),

                  (iv) the Administrative Agent shall receive at the time of
         each such assignment, from the assigning or assignee Lender, the
         payment of a non-refundable assignment fee of $3,500 (only one such fee
         shall be payable in the event of a simultaneous assignment to multiple
         assignees that are Affiliates or from multiple assignors that are
         Affiliates), and

                                     -107-

<PAGE>

                  (v) no such transfer or assignment will be effective until
         recorded by the Administrative Agent on the Register pursuant to
         Section 13.15.

To the extent of any assignment pursuant to this Section 13.04(b), the assigning
Lender shall be relieved of its obligations hereunder with respect to its
assigned Commitments and outstanding Loans. At the time of each assignment
pursuant to this Section 13.04(b) to a Person which is not already a Lender
hereunder and which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Lender shall, to the extent legally entitled to do so, provide to the
Borrower the appropriate Internal Revenue Service Forms (and, if applicable, a
Section 5.04(b)(ii) Certificate) described in Section 5.04(b). To the extent
that an assignment of all or any portion of a Lender's Commitments and related
outstanding Obligations pursuant to Section 2.13 or this Section 13.04(b) would,
at the time of such assignment, result in increased costs under Section 2.10,
3.06 or 5.04 from those being charged by the respective assigning Lender prior
to such assignment, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower, in accordance with and pursuant to the
other provisions of this Agreement, shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment).

         (c) Nothing in this Agreement shall prevent or prohibit any Lender from
pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Lender from such Federal Reserve Bank and, upon written
notice to the Administrative Agent, any Lender which is a fund may pledge all or
any portion of its Loans and Notes to its trustee in support of its obligations
to its trustee. No pledge pursuant to this clause (c) shall release the
transferor Lender from any of its obligations hereunder.

         13.05. No Waiver; Remedies Cumulative. No failure or delay on the part
of the Administrative Agent, the Collateral Agent, the Issuing Lender or any
Lender in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Borrower or any other
Credit Party and the Administrative Agent, the Collateral Agent, the Issuing
Lender or any Lender shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights,
powers and remedies herein or in any other Credit Document expressly provided
are cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender to
any other or further action in any circumstances without notice or demand.

         13.06. Payments Pro Rata.

         (a) Except as otherwise provided in this Agreement, the Administrative
Agent agrees that promptly after its receipt of each payment from or on behalf
of the Borrower in respect of

                                     -108-

<PAGE>

any Obligations hereunder, it shall distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its pro rata share
of any such payment) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

         (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Fee or Letter of Credit Fees, of a
sum which with respect to the related sum or sums received by other Lenders is
in a greater proportion than the total of such Obligation then owed and due to
such Lender bears to the total of such Obligation then owed and due to all of
the Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the respective Credit Party to
such Lenders in such amount as shall result in a proportional participation by
all the Lenders in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Lenders, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

         (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

         13.07. Calculations; Computations; Accounting Terms.

         (a) The financial statements to be furnished to the Lenders pursuant
hereto shall be made and prepared in accordance with GAAP in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Lenders); provided that, except as otherwise specifically provided herein, all
computations of Excess Cash Flow, and all computations and all definitions used
in determining compliance with Sections 10.07 through 10.11, inclusive, shall
utilize accounting principles and policies in conformity with those used to
prepare the latest audited historical financial statements of the Borrower
referred to in Section 8.05(a).

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Credit Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to
such change in GAAP.

                                     -109-

<PAGE>

         (c) All computations of interest, Commitment Fee and other Fees
hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first day but excluding the last day; except that in the
case of Letter of Credit Fees, the last day shall be included) occurring in the
period for which such interest, Commitment Fee or other Fees are payable;
provided that interest in respect of Base Rate Loans determined by reference to
the prime rate shall be made on the basis of a year of 365 or 366 days, as the
case may be, for the actual number of days occurring in the period for which
such interest is payable.

         13.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL.

         (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF ILLINOIS. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS, OR OF THE UNITED STATES
FOR THE NORTHERN DISTRICT OF ILLINOIS. IN EACH CASE WHICH ARE LOCATED IN THE
CITY OF CHICAGO, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS.

         (b) THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY
SUCH COURTS LACK PERSONAL JURISDICTION OVER THE BORROWER, AND AGREES NOT TO
PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT
SUCH COURTS LACK PERSONAL JURISDICTION OVER THE BORROWER. THE BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS
SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS
AFTER SUCH MAILING. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR
CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT
DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY
OTHER JURISDICTION.

         (c) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN

                                     -110-

<PAGE>

CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

         (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

         13.09. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

         13.10. [Intentionally omitted.]

         13.11. Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

         13.12. Amendment or Waiver; etc.

         (a) Neither this Agreement nor any other Credit Document nor any terms
hereof or thereof may be amended, changed, waived, discharged or terminated
unless such amendment, change, waiver, discharge or termination is in writing
signed by the respective Credit Parties party thereto and the Required Lenders,
provided that no such amendment, change, waiver, discharge or termination shall,
without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected in the case of following clause (i)):

                  (i) extend the final scheduled maturity of any Loan or Note or
         extend the stated expiration date of any Letter of Credit beyond the
         Revolving Loan Maturity Date, or reduce the rate or extend the time of
         payment of interest or Fees thereon (except in connection with the
         waiver of applicability of any post-default increase in interest
         rates), or reduce the principal amount thereof (it being understood
         that any amendment or modification to the financial definitions in this
         Agreement or to Section 13.07 shall not constitute a reduction in the
         rate of interest or Fees for the purposes of this clause (i)),

                  (ii) release all or substantially all of the Collateral
         (except as expressly provided in the Credit Documents) under all the
         Security Documents or release all or substantially all of the
         Subsidiary Guarantors,

                                     -111-

<PAGE>

                  (iii) amend, modify or waive any provision of this Section
         13.12 (except for technical amendments with respect to additional
         extensions of credit pursuant to this Agreement which afford the
         protections to such additional extensions of credit of the type
         provided to the Term Loans and the Revolving Loan Commitments on the
         Restatement Effective Date),

                  (iv) reduce the percentage specified in the definition of
         Required Lenders (it being understood that, with the consent of the
         Required Lenders, additional extensions of credit pursuant to this
         Agreement may be included in the determination of the Required Lenders
         on substantially the same basis as the extensions of Term Loans and
         Revolving Loan Commitments are included on the Restatement Effective
         Date),

                  (v) consent to the assignment or transfer by the Borrower of
         any of its rights and obligations under this Agreement,

                  (vi) amend Section 2.09 so as to permit Interest Periods that
         are greater than six months,

                  (vii) amend Section 13.04(b), or

                  (viii) amend, modify or waive any Term Loan Scheduled
         Repayment to be made pursuant to Section 5.02(b);

provided further, that no such amendment, change, waiver, discharge or
termination shall:

         (1) increase the Commitments of any Lender over the amount thereof then
in effect without the consent of such Lender (it being understood that waivers
or modifications of conditions precedent, covenants, Defaults or Events of
Default or of a mandatory reduction in the Total Commitment shall not constitute
an increase of the Commitment of any Lender, and that an increase in the
available portion of any Commitment of any Lender shall not constitute an
increase of the Commitment of such Lender),

         (2) affect the rights or duties of the Administrative Agent, the
Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under
any other Credit Document, without the prior written consent of the
Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline
Lender, as the case may be,

         (3) (i) amend, change, modify or waive Section 5.02(a) or (ii) have the
effect (either immediately) or at some later time) of enabling the Borrower to
satisfy a condition precedent to the making of a Revolving Loan or Swingline
Loan or the issuance of a Letter of Credit, unless such amendment, modification
or waiver shall have been consented to by the holders of more than 50% of the
aggregate principal amount of the Revolving Loan Commitments, or

         (4) amend, change, modify or waive the provisions of Section 5.02 (h),
or adversely affect the rights of Lenders participating in any Tranche different
from those of the Lenders participating in other Tranches, unless, in any such
case, such amendment, modification or waiver shall have been consented to by the
holders of (in Dollars) more than 50% of the

                                     -112-

<PAGE>

aggregate amount of Loans outstanding under the Tranche or Tranches affected by
such modification, or, in the case of a modification affecting the Revolving
Loan Commitments, the Lenders holding more than 50% of the aggregate principal
amount of Revolving Loan Commitments (it being agreed and understood that
modifications which affect all Lenders ratably shall not be considered hereunder
as affecting Lenders of any Tranche differently).

         (b)  [Intentionally omitted.]

         13.13. Survival. All indemnities set forth herein including, without
limitation, in Sections 2.10, 2.11, 3.06, 5.04, 12.06 and 13.01 shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Obligations.

         13.14. Domicile of Loans. Each Lender may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Lender.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 2.10, 2.11, 3.06 or 5.04 from
those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

         13.15. Register. The Borrower hereby designates the Administrative
Agent to serve as the Borrower's agent, solely for purposes of this Section
13.15, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender. Failure to make any such recordation, or any error in such
recordation, shall not affect the Borrower's obligations in respect of such
Loans. With respect to any Lender, the transfer of the Commitments of such
Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and Loans and prior to such recordation all
amounts owing to the transferor with respect to such Commitments and Loans shall
remain owing to the transferor. The registration of assignment or transfer of
all or part of any Commitments and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and
Assumption Agreement to the Administrative Agent for acceptance and registration
of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note (if
any) evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount shall be issued to the assigning or transferor Lender
and/or the new Lender at the request of any such Lender. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this Section 13.15.

         13.16. Confidentiality.

                                     -113-

<PAGE>


         (a) Subject to the provisions of clause (b) of this Section 13.16, each
Lender agrees that it will use its reasonable efforts not to disclose without
the prior consent of the Borrower (other than to its employees, auditors,
advisors or counsel or to another Lender if such Lender or such Lender's holding
or parent company in its sole discretion determines that any such party should
have access to such information, provided such Persons shall be subject to the
provisions of this Section 13.16 to the same extent as such Lender) any
information with respect to the Borrower or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower to the Lenders in writing as
confidential, provided that any Lender may disclose any such information (i) as
has become generally available to the public other than by virtue of a breach of
this Section 13.16(a) by the respective Lender, (ii) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (iii) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (iv) in order to
comply with any law, order, regulation or ruling applicable to such Lender, (v)
to the Administrative Agent or the Collateral Agent, (vi) to any prospective or
actual transferee or participant in connection with any contemplated transfer or
participation of any of the Notes or Commitments or any interest therein by such
Lender, provided that such prospective transferee agrees to be bound by the
confidentiality provisions contained in this Section 13.16, and (vii) to any
direct or indirect contractual counterparty to swap agreements with a Lender or
such contractual counterparty's professional advisor provided that such
contractual counterparty or professional advisor agrees to be bound by the
provisions of this Section 13.16.

         (b) The Borrower hereby acknowledges and agrees that each Lender may
share with any of its affiliates, and such affiliates may share with such Lender
any information related to the Borrower or any of its Subsidiaries (including,
without limitation, any non-public customer information regarding the
creditworthiness of the Borrower and its Subsidiaries), provided such Persons
shall be subject to the provisions of this Section 13.16 to the same extent as
such Lender.

         13.17. Certain Agreements with respect to the Senior Subordinated
Notes.

         (a) The Borrower hereby (A) represents and warrants that (i)
$100,000,000 of Term Loans may be incurred under this Agreement on the Initial
Borrowing Date in reliance on the proviso to Section 4.12 of the Senior
Subordinated Note Indenture, and (ii) $45,000,000 of Revolving Loans, Swingline
Loans and Letters of Credit in the aggregate incurred pursuant to the Total
Revolving Loan Commitment as in effect on the Initial Borrowing Date may be
incurred and outstanding from time to time in reliance on clause (ii) of the
definition of "Permitted Indebtedness" contained in the Senior Subordinated Note
Indenture and (B) agrees that it will not take any position contrary to the
representations and warranties set forth in preceding clause (A).

         (b) The Borrower hereby represents and warrants that this (i) Agreement
constitutes the "Credit Facility" under, and as defined in, the Senior
Subordinated Note Indenture, and (ii) the Obligations (as defined herein)
constitute (and are hereby designated by the Borrower as) Designated Senior Debt
(as defined in the Senior Subordinated Note Indenture).

                                     -114-

<PAGE>

         13.18. Debt Rating. The Borrower shall, within 90 days after the
Initial Borrowing Date, obtain a reaffirmation of all debt ratings (each a "Debt
Rating") from Moody's Investors Service, Inc., or any successor thereto
("Moody's") or Standard & Poor's Ratings Services, or any successor thereto
("S&P") for all of the Borrower's long term debt, including but not limited to
the Indebtedness and the Subordinated Debt, actual and implied.

                                    *  *  *

                                     -115-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:

5711 South 86th Circle                    INFOUSA INC.
Omaha, Nebraska  68127
Attn: Chief Financial Officer
Telephone No.: (402) 593-4500             By: _________________________________
Telecopier No.: (402) 331-1505                Title: Chief Financial Officer

                                 Signature Page
                                       to
                                Credit Agreement

<PAGE>

                                          BANK OF AMERICA, N.A.,
                                          as Administrative Agent

                                          By: _________________________________
                                          Title: ______________________________

                                          BANK OF AMERICA, N.A.,
                                          individually

                                          By: _________________________________
                                          Title: ______________________________

                                          U.S. BANK, N.A.

                                          By: _________________________________
                                          Title: ______________________________

                                          WELLS FARGO BANK, NATIONAL ASSOCIATION

                                          By: _________________________________
                                          Title: ______________________________

                                          FIRST NATIONAL BANK OF OMAHA

                                          By: _________________________________
                                          Title: ______________________________

                                          CIBC INC.

                                          By: _________________________________
                                          Title: ______________________________

                                 Signature Page
                                       to
                                Credit Agreement

<PAGE>

                                          KZH CypressTree-1 LLC

                                          By: _________________________________
                                          Title: ______________________________

                                          KZH STERLING LLC

                                          By: _________________________________
                                          Title: ______________________________

                                          KZH STERLING LLC

                                          By: _________________________________
                                          Title: ______________________________

                                          ORIX Capital Markets, LLC

                                          By: _________________________________
                                          Title: ______________________________

                                 Signature Page
                                       to
                                Credit Agreement

<PAGE>

                                   SCHEDULE I
                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                                                  REVOLVING
                                                         TERM LOAN                   LOAN
           LENDER                                        COMMITMENT               COMMITMENT            PRO RATA SHARE
           ------                                        ----------               ----------            --------------
<S>                                                    <C>                      <C>                     <C>
Bank of America, N.A.                                  $ 48,750,000.00          $17,500,000.00          45.689655172%
U.S. Bank, N.A.                                        $  8,000,000.00          $10,000,000.00          12.413793103%
Wells Fargo Bank, National Association                 $  7,500,000.00          $ 7,500,000.00          10.344827586%
First National Bank of Omaha                           $  5,000,000.00          $10,000,000.00          10.344827586%
CIBC Inc.                                              $ 10,000,000.00                                   6.896551724%
KZH CypressTree-1 LLC                                  $  5,250,000.00                                   3.620689655%
KZH ING-2 LLC                                          $  5,250,000.00                                   3.620689655%
KZH STERLING LLC                                       $  3,250,000.00                                   2.241379310%
ORIX Capital Markets, LLC                              $  7,000,000.00                                   4.827586207%
TOTAL:                                                 $100,000,000.00          $45,000,000.00
</TABLE>

<PAGE>

                                   SCHEDULE II
                                LENDER ADDRESSES

<TABLE>
<CAPTION>
             Lender                                       Address
             ------                                       -------
<S>                                               <C>
Bank of America, N.A.                             231 South LaSalle Street
                                                  Chicago, Illinois 60697
                                                  Attn: David Johanson
                                                  Tel. No.: (312) 828-7933
                                                  Fax No.: (312) 974-9102

U.S. Bank, N.A.                                   8800 West Center Road
                                                  Omaha, Nebraska 68124
                                                  Attn: Kevin D. Munro
                                                  Tel. No.: (402) 399-2729
                                                  Fax No.: (402) 399-2778

Wells Fargo Bank, National Association            Sixth & Marquette
                                                  MAC: N9305-051
                                                  Minneapolis, Minnesota  55479
                                                  Attn: Joseph G. Colianni
                                                  Tel. No.: (612) 667-0094
                                                  Fax No.: (612) 667-7266

First National Bank of Omaha                      1620 Dodge Street
                                                  MS 1050
                                                  Omaha, Nebraska 68197
                                                  Attn: Jeff Sims
                                                  Tel. No.: (402) 633-3511
                                                  Fax No.: (402) 633-3519

CIBC Inc.                                         425 Lexington Avenue
                                                  New York, NY 10017
                                                  Attn: Vincent Spencer
                                                  Tel. No.: (212) 885-4579
                                                  Fax No.: (212) 856-3991
                                                  425 Lexington Avenue, 8th Floor
                                                  New York, NY 10017

KZH ING-2 LLC                                     c/o JPMorgan Chase Bank
                                                  4 MetroTech Center - 10th Floor
                                                  Brooklyn, New York  11245
                                                  Attn:  Virginia Conway
                                                  Tel. No.: (718) 242-4932
                                                  Fax No.: (718) 242-6220
</TABLE>

<PAGE>

<TABLE>
<S>                                               <C>
Copies To:                                        Weil, Gotschal & Manges LLP
                                                  767 Fifth Avenue, 34th Floor
                                                  New York, New York  10153
                                                  Attn:  Shan D. McSweeney
                                                  Tel. No.: (212) 310-6857
                                                  Fax No.: (212) 310-8007

KZH CypressTree-1 LLC                             c/o JPMorgan Chase Bank
                                                  4 MetroTech Center - 10th Floor
                                                  Brooklyn, New York  11245
                                                  Attn:  Virginia Conway
                                                  Tel. No.: (718) 242-4932
                                                  Fax No.: (718) 242-6220

Copies To:                                        Weil, Gotschal & Manges LLP
                                                  767 Fifth Avenue, 34th Floor
                                                  New York, New York  10153
                                                  Attn:  Shan D. McSweeney
                                                  Tel. No.: (212) 310-6857
                                                  Fax No.: (212) 310-8007

KZH STERLING LLC                                  c/o JPMorgan Chase Bank
                                                  4 MetroTech Center - 10th Floor
                                                  Brooklyn, New York  11245
                                                  Attn:  Virginia Conway
                                                  Tel. No.: (718) 242-4932
                                                  Fax No.: (718) 242-6220

Copies To:                                        Weil, Gotschal & Manges LLP
                                                  767 Fifth Avenue, 34th Floor
                                                  New York, New York  10153
                                                  Attn:  Shan D. McSweeney
                                                  Tel. No.: (212) 310-6857
                                                  Fax No.: (212) 310-8007

ORIX Capital Markets, LLC                         1717 Main Street
                                                  Suite 900
                                                  Dallas, Texas 75201
                                                  Attn: Sheppard H.C. Davis, Jr.
                                                  Tel. No.: (214) 237-2348
                                                  Fax No.: (214) 237-2016
</TABLE>