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                                                                    EXHIBIT 10.1

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

                            LENNOX INTERNATIONAL INC.

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

                              AMENDED AND RESTATED
                       REVOLVING CREDIT FACILITY AGREEMENT

                                      Dated
                                      as of
                                11 September 2003

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

                                [JPMORGAN LOGO]

                               JPMORGAN CHASE BANK
                       (formerly The Chase Manhattan Bank,
      successor in interest to Chase Bank of Texas, National Association),
                            as Administrative Agent,

                                       and

                              BANK OF NOVA SCOTIA,
                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                       and
                          WELLS FARGO BANK TEXAS, N.A,
                           as co-documentation agents,

                                      with

                          J.P. MORGAN SECURITIES, INC.
                      as Sole Book Runner and Lead Arranger

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

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                                TABLE OF CONTENTS

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ARTICLE 1.        DEFINITIONS....................................................................................            1

   Section 1.01.  Defined Terms..................................................................................            1
   Section 1.02.  Terms Generally................................................................................           16
   Section 1.03.  Types, Facility and Currencies of Loans........................................................           16
   Section 1.04.  Conversion of Foreign Currencies...............................................................           16
                  (a)   Dollar Equivalents.......................................................................           16
                  (b)   Rounding - Off...........................................................................           16

ARTICLE 2.        THE CREDITS....................................................................................           16

   Section 2.01.  Commitments....................................................................................           16
                  (a)   Revolving Loans..........................................................................           16
                  (b)   Swingline Loans..........................................................................           17
                  (c)   Lender Participation in Swingline Loans..................................................           17
   Section 2.02.  Loans..........................................................................................           18
                  (a)   Type of Loans............................................................................           18
                  (b)   Funding Borrowings.......................................................................           18
                  (c)   Continuations and Conversions............................................................           19
   Section 2.03.  Borrowing Procedure............................................................................           19
   Section 2.04.  Fees...........................................................................................           20
                  (a)   Facility Fee.............................................................................           20
                  (b)   Agent Fees...............................................................................           20
                  (c)   Letter of Credit Fees....................................................................           20
                  (d)   Payment Provisions.......................................................................           21
   Section 2.05.  Repayment of Loans; Evidence of Indebtedness...................................................           21
                  (a)   Repayment................................................................................           21
                  (b)   Maintenance of Loan Accounts by Lenders..................................................           21
                  (c)   Maintenance of Loan Accounts by Administrative Agent.....................................           21
                  (d)   Prima Facie Evidence.....................................................................           21
   Section 2.06.  Interest on Loans; Margin and Fees.............................................................           22
                  (a)   Fixed Rate...............................................................................           22
                  (b)   Alternate Base Rate......................................................................           22
                  (c)   Payment of Interest......................................................................           22
                  (d)   Determination of Applicable Margin.......................................................           22
   Section 2.07.  Default Interest...............................................................................           23
   Section 2.08.  Alternate Rate of Interest.....................................................................           23
   Section 2.09.  Termination and Reduction of Commitments.......................................................           24
                  (a)   Termination on Maturity Date.............................................................           24
                  (b)   Optional Termination or Reduction........................................................           24
                  (c)   Allocation of Reduction..................................................................           24
   Section 2.10.  Prepayment Including Prepayment as a Result of a Change of Control.............................           24
                  (a)   Optional Prepayment......................................................................           24
                  (b)   Required Prepayment upon Reduction or Termination of Commitments.........................           24
                  (c)   Prepayment Offer Required as a Result of a Change of Control.............................           24
                  (d)   Outstandings in Excess of Commitments....................................................           25
                  (e)   Breakage Costs and Interest..............................................................           26
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<S>                                                                                                                         <C>
   Section 2.11.  Reserve Requirements; Change in Circumstances..................................................           26
                  (a)   Change in Law; Increased Cost............................................................           26
                  (b)   Capital Adequacy.........................................................................           26
                  (c)   Delivery of Certificate..................................................................           26
                  (d)   No Waiver................................................................................           27
                  (e)   Change of Lending Office.................................................................           27
   Section 2.12.  Change in Legality; Unavailability of Available Currency.......................................           27
                  (a)   Illegality...............................................................................           27
                  (b)   Unavailability of Foreign Currency Loans.................................................           27
   Section 2.13.  Pro Rata Treatment.............................................................................           28
   Section 2.14.  Sharing of Setoffs.............................................................................           28
   Section 2.15.  Payments.......................................................................................           28
   Section 2.16.  Taxes..........................................................................................           29
                  (a)   Payment of Taxes; Gross Up...............................................................           29
                  (b)   Other Taxes..............................................................................           29
                  (c)   Tax Indemnification......................................................................           29
                  (d)   Tax Refund...............................................................................           30
                  (e)   Tax Receipts.............................................................................           30
                  (f)   Survival.................................................................................           30
                  (g)   Tax Withholding Exemptions...............................................................           30
                  (h)   Failure to Deliver Forms.................................................................           30
                  (i)   Mitigation by Lenders....................................................................           31
                  (j)   No Requirement to Deliver Tax Returns....................................................           31
   Section 2.17.  Assignment of Commitments Under Certain Circumstances..........................................           31
   Section 2.18.  Payments by Administrative Agent to the Lenders................................................           31
   Section 2.19.  Letters of Credit..............................................................................           31
                  (a)   Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions....................           32
                  (b)   Expiration Date..........................................................................           32
                  (c)   Participations...........................................................................           32
                  (d)   Reimbursement............................................................................           33
                  (e)   Obligations Absolute.....................................................................           33
                  (f)   Disbursement Procedures..................................................................           34
                  (g)   Interim Interest.........................................................................           34
   Section 2.20.  Increase of Commitments........................................................................           34

ARTICLE 3.        REPRESENTATIONS AND WARRANTIES.................................................................           35

   Section 3.01.  Organization; Powers...........................................................................           35
   Section 3.02.  Authorization..................................................................................           35
   Section 3.03.  Enforceability.................................................................................           35
   Section 3.04.  Governmental Approvals.........................................................................           36
   Section 3.05.  Organization and Ownership of Shares of Subsidiaries...........................................           36
   Section 3.06.  Financial Statements...........................................................................           36
   Section 3.07.  Litigation; Observance of Statutes and Orders..................................................           36
   Section 3.08.  Taxes..........................................................................................           37
   Section 3.09.  Title to Property; Leases......................................................................           37
   Section 3.10.  Licenses, Permits, etc.........................................................................           37
   Section 3.11.  Compliance with ERISA..........................................................................           37
   Section 3.12.  Use of Proceeds; Margin Regulation.............................................................           38
   Section 3.13.  Existing Indebtedness..........................................................................           38
   Section 3.14.  Foreign Assets Control Regulations, etc........................................................           38
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   Section 3.15.  Status under Certain Statutes..................................................................           38
   Section 3.16.  No Material Misstatements......................................................................           38
   Section 3.17.  Senior Debt....................................................................................           39

ARTICLE 4.        CONDITIONS OF LENDING..........................................................................           39

   Section 4.01.  All Borrowings.................................................................................           39
   Section 4.02.  Effective Date.................................................................................           39

ARTICLE 5.        AFFIRMATIVE AND NEGATIVE COVENANTS.............................................................           41

   Section 5.01.  Compliance with Laws...........................................................................           41
   Section 5.02.  Insurance......................................................................................           41
   Section 5.03.  Maintenance of Properties and Lines of Business................................................           41
   Section 5.04.  Payment of Taxes...............................................................................           41
   Section 5.05.  Corporate Existence, etc.......................................................................           41
   Section 5.06.  Most Favored Lender Status.....................................................................           41
   Section 5.07.  Covenant to Guarantee and Secure Loans Equally.................................................           42
   Section 5.08.  Environmental Matters..........................................................................           43
   Section 5.09.  Transactions with Affiliates...................................................................           43
   Section 5.10.  Merger, Consolidation, etc.....................................................................           43
   Section 5.11.  Sale of Assets, etc............................................................................           43
   Section 5.12.  Indebtedness...................................................................................           44
   Section 5.13.  Liens..........................................................................................           46
   Section 5.14.  Restricted Payments............................................................................           48
   Section 5.15.  Financial Covenants............................................................................           48
                  (a)   Coverage Ratio...........................................................................           48
                  (b)   Consolidated Indebtedness to Adjusted EBITDA.............................................           49
                  (c)   Consolidated Net Worth...................................................................           49
                  (d)   Senior Debt to Adjusted EBITDA...........................................................           49
   Section 5.16.  Limitation on Restrictive Agreements...........................................................           49
   Section 5.17.  Preferred Stock of Subsidiaries................................................................           50
   Section 5.18.  Financial and Business Information.............................................................           50
                  (a)   Quarterly Statements.....................................................................           50
                  (b)   Annual Statements........................................................................           50
                  (c)   SEC and Other Reports....................................................................           51
                  (d)   Notice of Default or Event of Default....................................................           51
                  (e)   ERISA Matters............................................................................           51
                  (f)   Requested Information....................................................................           52
                  (g)   Compliance Certificate...................................................................           52
                  (h)   Debt Rating..............................................................................           52
                  (i)   Management Letters.......................................................................           52
   Section 5.19.  Inspection; Confidentiality....................................................................           53
                  (a)   No Default...............................................................................           53
                  (b)   Default..................................................................................           53
                  (c)   Technical Data...........................................................................           53
   Section 5.20.  Books and Records..............................................................................           53
   Section 5.21.  New Material Subsidiaries......................................................................           53
                  (a)   New Domestic Subsidiary..................................................................           53
                  (b)   Pledge of Equity Interests...............................................................           53
   Section 5.22.  Payments on Certain Indebtedness...............................................................           54
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   Section 5.23.  Investments, Loans, Advances, Guarantees and Acquisitions......................................           54
   Section 5.24.  Amendment of Material Documents................................................................           56
   Section 5.25.  Swap Agreements................................................................................           56

ARTICLE 6.        EVENTS OF DEFAULT..............................................................................           56


ARTICLE 7.        THE ADMINISTRATIVE AGENT.......................................................................           59


ARTICLE 8.        MISCELLANEOUS..................................................................................           61

   Section 8.01.  Notices........................................................................................           61
   Section 8.02.  Survival of Agreement..........................................................................           62
   Section 8.03.  Binding Effect.................................................................................           62
   Section 8.04.  Successors and Assigns; Assignments and Participations.........................................           62
   Section 8.05.  Expenses; Indemnity; Funding and Exchange Losses...............................................           65
   Section 8.06.  Right of Setoff................................................................................           66
   Section 8.07.  Applicable Law.................................................................................           66
   Section 8.08.  Waivers; Amendment.............................................................................           66
   Section 8.09.  Entire Agreement; Amendment and Restatement....................................................           67
   Section 8.10.  Severability...................................................................................           68
   Section 8.11.  Counterparts...................................................................................           68
   Section 8.12.  Headings.......................................................................................           68
   Section 8.13.  Interest Rate Limitation.......................................................................           68
   Section 8.14.  Confidentiality................................................................................           69
   Section 8.15.  Non - Application of Chapter 346 of the Texas Finance Code.....................................           70
   Section 8.16.  WAIVER OF JURY TRIAL...........................................................................           70
   Section 8.17.  Judgment Currency..............................................................................           70
   Section 8.18.  Independence of Covenants......................................................................           70
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            INDEX TO SCHEDULES AND EXHIBITS

Exhibit A                  Form of Borrowing Request
Exhibit B                  Form of Assignment and Assumption
Exhibit C                  Matters to be Covered in Opinion of Counsel
Exhibit D                  Form of Subsidiary Guaranty
Exhibit E                  Form of Subsidiary Joinder Agreement
Exhibit F                  Form of Intercreditor Agreement
Exhibit G                  Form of Increased Commitment Supplement


Schedule 1.01              Existing Letters of Credit
Schedule 1.01A             Non-recurring Charges in 2002
Schedule 2.01              Commitments
Schedule 3.05              Lennox International Inc. Subsidiaries
Schedule 3.05A             Material Subsidiary Capitalization
Schedule 3.06              Financial Statements
Schedule 3.13              Existing Indebtedness
Schedule 5.12              Scheduled Indebtedness
Schedule 5.13              Existing Liens
Schedule 5.16              Existing Restrictions
Schedule 5.23              Existing Investments

INDEX TO SCHEDULES AND EXHIBITS, Solo Page

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            AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT

         AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT (the
"Agreement") dated as of September 11, 2003, and effective as of the Effective
Date, among LENNOX INTERNATIONAL INC., a Delaware corporation ("Borrower"), the
lenders listed in Schedule 2.01, JPMORGAN CHASE BANK (formerly The Chase
Manhattan Bank who was the successor in interest by merger to Chase Bank of
Texas, National Association) ("JPMorgan"), as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), and BANK OF NOVA SCOTIA,
THE BANK OF TOKYO-MITSUBISHI, LTD. and WELLS FARGO BANK TEXAS, N.A., as
co-documentation agents.

         The Borrower, the Administrative Agent, and certain other parties
entered into that certain Revolving Credit Facility Agreement dated as of July
29, 1999 (as amended by that certain First Amendment to Revolving Credit
Facility Agreement dated as of August 6, 1999, the Second Amendment to Revolving
Credit Facility Agreement dated as of January 25, 2000, the Third Amendment to
Revolving Credit Agreement dated as of January 22, 2001, the Fourth Amendment to
Revolving Credit Facility Agreement dated as of June 29, 2001 and that certain
Fifth Amendment to Revolving Credit Facility Agreement dated as of March 3,
2003, herein the "Prior Credit Agreement"). Certain of the lenders party to the
Prior Credit Agreement have assigned their rights and obligations thereunder to
certain of the lenders party hereto. The Borrower has requested that the Lenders
and the Administrative Agent agree to amend and restate the Prior Credit
Agreement as herein set forth.

         Accordingly, the parties hereto agree as follows:

                                   ARTICLE 1.

                                  DEFINITIONS

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

         "ABR" means the Alternate Base Rate.

         "Additional Covenant" shall have the meaning assigned in Section 5.06.

         "Additional Default" shall have the meaning assigned in Section 5.06.

         "Adjusted EBITDA" means, for any period (the "Subject Period"), the sum
of (a) EBITDA plus (b), to the extent not included in EBITDA, all Acquired
EBITDA. The term "Acquired EBITDA" means, with respect to any Person acquired,
or substantially all of whose assets have been acquired, by the Borrower or any
Subsidiary during the Subject Period (herein a "Target"), the total of the
following for the portion of the Subject Period prior to the acquisition of such
Person or its assets (the "Test Period") determined on a consolidated basis in
accordance with GAAP consistently applied from financial statements audited by a
certified public accountant satisfactory to the Administrative Agent and
covering the Test Period (provided that audited financial statements are not
required if the annual earnings before interest, taxes, depreciation and
amortization of the Target for the completed twelve month period prior to its
acquisition is less than $5,000,000, calculated in the same manner as set forth
in the definition of Acquired EBITDA but for such twelve month period) and
otherwise on a basis acceptable to the Administrative Agent:

                  (i)      the consolidated net income (or net loss) of the
Target from operations, excluding the following:

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 1

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                           (a)      the proceeds of any life insurance policy;

                           (b)      any gain arising from (1) the sale or other
disposition of any assets (other than current assets) to the extent that the
aggregate amount of gains exceeds the aggregate amount of losses from the sale,
abandonment or other disposition of assets (other than current assets), (2) any
write - up of assets, or (3) the acquisition by the Target of its outstanding
securities constituting Indebtedness;

                           (c)      any amount representing the interest of the
Target in the undistributed earnings of any other Person;

                           (d)      any earnings of any other Person accrued
prior to the date it becomes a Subsidiary of the Target or is merged into or
consolidated with the Target or a Subsidiary of the Target and any earnings,
prior to the date of acquisition, of any other Person acquired in any other
manner; and

                           (e)      any deferred credit (or amortization of a
deferred credit) arising from the acquisition of any Person; plus

                  (ii)     the sum of (a) any deduction for (or less any gain
from) income or franchise taxes included in determining such consolidated net
income (or loss); plus (b) Interest Expense deducted in determining such
consolidated net income (or loss); plus (c) amortization and depreciation
expense deducted in determining such consolidated net income (or loss) plus (d)
any non - recurring and non - cash charges resulting from the application of
GAAP that requires a charge against earnings for the impairment of goodwill to
the extent not already added back or not included in determining such
consolidated net income (or loss), all calculated without duplication; minus,

                  (iii)    to the extent added in computing such consolidated
net income (or loss) all income that has been included in the calculation of
such net income for such period that will be eliminated in the future after the
acquisition of such Target, as approved by the Administrative Agent.

         "Adjustment Date" shall have the meaning assigned to it in Section
2.06(d).

         "Administrative Questionnaire" means an administrative questionnaire in
the form provided by the Administrative Agent.

         "Affiliate" means, at any time, and with respect to any Person, any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person. As used in this definition, "Control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise. Unless the context otherwise clearly
requires, any reference to an "Affiliate" is a reference to an Affiliate of the
Borrower.

         "Alternate Base Rate" means, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (b) the
Prime Rate in effect on such day. For purposes hereof, "Prime Rate" means the
rate of interest per annum publicly announced from time to time by JPMorgan as
its prime rate in effect at its principal office in Houston, Texas; each change
in the Prime Rate shall be effective on the date such change is publicly
announced as effective; and "Federal Funds Effective Rate" means, for any day,
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
released on the next succeeding Business Day by the Federal Reserve Bank of
Dallas, or, if such rate is not so released for any day which is a Business Day,
the arithmetic average (rounded upwards to the next 1/100th of 1%), as
determined by JPMorgan, of the quotations for the day of such transactions

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 2

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received by JPMorgan from three Federal funds brokers of recognized standing
selected by it. If for any reason JPMorgan shall have determined (which
determination shall be conclusive absent manifest error; provided that JPMorgan,
shall, upon request, provide to the Borrower a certificate setting forth in
reasonable detail the basis for such determination) that it is unable to
ascertain the Federal Funds Effective Rate for any reason, including the
inability of JPMorgan to obtain sufficient quotations in accordance with the
terms hereof, the Alternate Base Rate shall be determined without regard to
clause (a) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

         "Applicable Margin" shall have the meaning assigned in Section 2.06(d).

         "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Commitments represented by such Revolving Lender's
Commitment. If the Commitments have terminated or expired, the Applicable
Percentage shall be determined based upon the Revolving Exposures, or if all
Loans have been repaid, based on the Commitments in effect immediately prior to
their termination or expiration.

         "Approved Fund" shall have the meaning assigned to it in Section 8.04.

         "Assignment and Assumption" means an Assignment and Assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 8.04), and accepted by the Administrative Agent, in the form
of Exhibit B or any other form approved by the Administrative Agent.

         "Australian Dollars" and the symbol "A$" each mean the lawful currency
of the Commonwealth of Australia.

         "Available Currency" means Dollars, Australian Dollars and the Euro.

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

         "Board of Directors" means the Board of Directors of Borrower or any
duly authorized committee thereof.

         "Borrower" shall have the meaning given such term in the preamble
hereto.

         "Borrower Payments" shall have the meaning given such term in Section
2.16(a).

         "Borrowing" means a group of Loans of a single Type and a single
currency under one of the facilities provided hereunder made on a single date
and, with respect to Fixed Rate Loans, as to which a single Interest Period is
in effect.

         "Borrowing Request" means a request made pursuant to Section 2.03 in
the form of Exhibit A.

         "Business Day" means any day (other than a day which is a Saturday,
Sunday or legal holiday in the State of New York or the State of Texas) on which
banks are open for business in New York City, New York and Houston, Texas;
provided, however, that, when used in connection with a Fixed Rate Loan, the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in deposits in the applicable Available Currency in London, England and
in the interbank or other market used to determine the interest rate thereon.

         "Calculation Period" shall have the meaning assigned it in Section
2.06(d).

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 3

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         "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

         "Capital Lease Obligation" means, with respect to any Person and a
Capital Lease, the amount of the obligation of such Person as the lessee under
such Capital Lease which would, in accordance with GAAP, appear as a liability
on a balance sheet of such Person.

         "Cash Flow" shall have the meaning assigned it in Section 5.15(a).

         "Change of Control" shall have the meaning assigned it in Section
2.10(c).

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

         "Collateral" shall have the meaning set forth in the Pledge Agreement.

         "Collateral Agent" means JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), as collateral agent under the terms of the Intercreditor
Agreement (for the benefit of the Lenders, the lenders party to the Senior Note
Purchase Agreements and any other lenders which become entitled to the benefits
of the Liens granted in the Pledge Agreement under the terms of the
Intercreditor Agreement) and its successors and assigns in such capacity.

         "Commitment" means, with respect to each Revolving Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.09; (b) increased from time to time pursuant to Section 2.20; and (c)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 8.04. The initial amount of each Revolving Lender's
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Revolving Lenders' Commitments is
$205,000,000. The Commitment of each Lender shall automatically and permanently
terminate on the Maturity Date if not terminated earlier pursuant to the terms
hereof.

         "Compliance Certificate" means the certificate delivered pursuant to
Section 5.18(g).

         "Confidential Information" shall have the meaning assigned it in
Section 8.14.

         "Consolidated Assets" means the total assets of the Borrower and its
Subsidiaries which would be shown as assets on a consolidated balance sheet of
the Borrower and its Subsidiaries prepared in accordance with GAAP, after
eliminating all amounts properly attributable to minority interests, if any, in
the stock and surplus of Subsidiaries.

         "Consolidated Indebtedness" means, as of any date of determination, all
Indebtedness of the Borrower and its Subsidiaries outstanding on such date,
after eliminating all offsetting debits and credits between the Borrower and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Borrower and its
Subsidiaries in accordance with GAAP.

         "Consolidated Net Income" means, for any period, the net income (or net
loss) of the Borrower and its Subsidiaries for such period, determined in
accordance with GAAP, excluding:

                  (a)      the proceeds of any life insurance policy;

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 4

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                  (b)      any gain arising from (1) the sale or other
disposition of any assets (other than current assets) to the extent that the
aggregate amount of gains exceeds the aggregate amount of losses from the sale,
abandonment or other disposition of assets (other than current assets), (2) any
write - up of assets, or (3) the acquisition by the Borrower or any Subsidiary
of its outstanding securities constituting Indebtedness;

                  (c)      any amount representing the interest of the Borrower
or any Subsidiary in the undistributed earnings of any other Person;

                  (d)      any earnings of any other Person accrued prior to the
date it becomes a Subsidiary or is merged into or consolidated with the Borrower
or a Subsidiary and any earnings, prior to the date of acquisition, of any other
Person acquired in any other manner;

                  (e)      any deferred credit (or amortization of a deferred
credit) arising from the acquisition of any Person;

                  (f)      any non - recurring charges deducted in determining
net income for such period which: (1) relate to Subsidiary operations in
Argentina, Australia, Canada, or Europe; (2) are scheduled on Schedule 1.01A;
and (3) are recorded during any fiscal quarter of the Borrower's fiscal year
ended 2002; provided that the aggregate amount of such charges excluded from the
calculation of Consolidated Net Income under this clause (f) shall at no time
exceed $12,500,000; and

                  (g)      any non - recurring and non cash charges resulting
from the application of GAAP that requires a charge against earnings for the
impairment of goodwill.

         "Consolidated Net Worth" means, at any time,

                  (a)      the sum of (i) the par value (or value stated on the
books of the Borrower) of the capital stock (but excluding treasury stock and
capital stock subscribed and unissued) of the Borrower and its Subsidiaries at
such time plus (ii) the amount of paid - in - capital and retained earnings of
the Borrower and its Subsidiaries at such time, in each case as such amounts
would be shown on a consolidated balance sheet of the Borrower and its
Subsidiaries as of such time prepared in accordance with GAAP, minus

                  (b)      to the extent included in clause (a), all amounts
properly attributable to minority interests, if any, in the stock and surplus of
Subsidiaries.

         "Continue", "Continuation", and "Continued" shall refer to the
continuation pursuant to Section 2.02(c) of a Fixed Rate Borrowing as a Fixed
Rate Borrowing from one Interest Period to the next Interest Period.

         "Convert", "Conversion", and "Converted" shall refer to a conversion
pursuant to Section 2.02(c) or Section 2.12 of one Type of Borrowing into
another Type of Borrowing.

         "Debt to Adjusted EBITDA Ratio" means, as of the end of any fiscal
quarter, the ratio expressed as a percentage, equal to the ratio of Consolidated
Indebtedness to Adjusted EBITDA calculated as of the end of such fiscal quarter
in accordance with Section 5.15(b).

         "Default" means any event or condition which upon notice, lapse of time
or both would constitute an Event of Default.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 5

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         "Distribution" means, in respect of any corporation, association or
other business entity:

                  (a)      dividends or other distributions or payments on
capital stock or other Equity Interest of such corporation, association or other
business entity (except distributions in such stock or other Equity Interests);
and

                  (b)      the redemption or acquisition of such stock or other
Equity Interests including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any Equity Interests (except when solely in exchange for such stock or other
Equity Interests) unless made, contemporaneously, from the net proceeds of a
sale of such stock or other Equity Interests.

         "Dollar Equivalent" of any amount means, at the time of determination
thereof: (a) if such amount is expressed in Dollars, such amount, and (b) if
such amount is expressed in Euros or Australian Dollars, the equivalent of such
amount in Dollars determined using the rate of exchange quoted by JPMorgan in
New York, New York at 11:00 a.m. (New York, New York time) on the date of
determination (or, if such date is not a Business Day, the last Business Day
prior thereto) to prime banks in New York for the spot purchase in the New York
foreign exchange market of such amount of Dollars with such other currency.

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

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

         "EBITDA" means, for any period, the total of the following calculated
for Borrower and the Subsidiaries without duplication on a consolidated basis in
accordance with GAAP consistently applied for such period: (a) Consolidated Net
Income from operations; plus (b) any deduction for (or less any gain from)
income or franchise taxes included in determining Consolidated Net Income; plus
(c) Interest Expense deducted in determining Consolidated Net Income; plus (d)
amortization and depreciation expense deducted in determining Consolidated Net
Income; plus (e) any non - recurring and non - cash charges resulting from
application of GAAP that requires a charge against earnings for the impairment
of goodwill to the extent not already added back or not included in determining
Consolidated Net Income; plus (f) any non - cash expenses that arose in
connection with the grant of stock options to officers, directors and employees
of the Borrower and the Subsidiaries and were deducted in determining
Consolidated Net Income.

         "Effective Date" shall have the meaning assigned to such term in
Section 4.02.

         "Entitled Person" shall have the meaning assigned to in Section 8.17.

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions,
and discharges to waste or public systems.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Borrower
under Section 414 of the Code.

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

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 6

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         "Euro" means the single currency of the participating member states of
the European Union.

         "Event of Default" shall have the meaning assigned to such term in
Article 6.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Excluded Transfer" shall have the meaning assigned to it in Section
5.11.

         "Existing Letters of Credit" means the letters of credit described on
Schedule 1.01.

         "Facility Fee" shall have the meaning assigned to such term in Section
2.04(a).

         "Facility Fee Percentage" shall have the meaning assigned to it in
Section 2.06(d).

         "Fair Market Value" means, at any time and with respect to any
property, the sale value of such property that would be realized in an arm's
length sale at such time between an informed and willing buyer and an informed
and willing seller (neither being under a compulsion to buy or sell).

         "Federal Funds Effective Rate" shall have the meaning specified in the
definition of Alternate Base Rate.

         "Fee Letter" means that certain letter agreement among the Borrower,
J.P. Morgan Securities Inc. and JPMorgan dated as of May 2, 2003.

         "Fees" means the fees identified in Section 2.04.

         "Fixed Rate" means, with respect to any Fixed Rate Borrowing, the
Available Currency in which it is denominated and the Interest Period therefor,
the rate appearing on the Reference Page (as defined below in this definition)
at approximately 11:00 A.M., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for deposits denominated in
such Available Currency with a maturity comparable to such Interest Period. In
the event that such rate is not available at such time for any reason, then the
"Fixed Rate" with respect to such Fixed Rate Borrowing, such Available Currency
and such Interest Period shall be the rate at which deposits in the Dollar
Equivalent amount of $5,000,000 denominated in such Available Currency and for a
maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in immediately available funds in the London
or European (as determined by the Administrative Agent) interbank market at
approximately 11:00 A.M., London time, two Business Days prior to the
commencement of such Interest Period. The term "Reference Page" means: (a) with
respect to Fixed Rate Borrowings denominated in Dollars or in Euros, Telerate
Page 3750 (or any successor or substitute page of the Telerate Service providing
comparable rate quotations for such currency deposits); and (b) with respect to
Fixed Rate Borrowings denominated in Australian Dollars, Telerate Page 3740 (or
any successor or substitute page of the Telerate Service providing comparable
rate quotations for such currency deposits); provided that in the event the
applicable rate does not appear on such Telerate Service, the term "Reference
Page" means the applicable page of such other comparable publicly available rate
quoting service as may be selected by the Administrative Agent. The term
"Telerate Page" means the display designated by the applicable page number set
forth above on the rate quotation service provided by the Moneyline Telerate
company.

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

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 7

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         "Governmental Authority" means:

                  (a)      the government of

                           (i)      the United States of America, any other
nation or any political subdivision thereof, whether state, provincial or local,
or

                           (ii)     any jurisdiction in which the Borrower or
any Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Borrower or any Subsidiary, and

                  (b)      any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of, or
pertaining to, any such government.

         "Guarantors" means Lennox Industries Inc., Armstrong Air Conditioning
Inc., Excel Comfort Systems Inc., Service Experts Inc., Lennox Global Ltd., LGL
Europe Holding Co., LGL Australia (US) Inc. and any Material Subsidiary which
becomes a party to the Subsidiary Guaranty in accordance with Section 5.21.

         "Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

                  (a)      to purchase such Indebtedness or obligation or any
property constituting security therefor;

                  (b)      to advance or supply funds (i) for the purchase or
payment of such Indebtedness or obligation, or (ii) to maintain any working
capital or other balance sheet condition or any income statement condition of
any other Person or otherwise to advance or make available funds for the
purchase or payment of such Indebtedness or obligation;

                  (c)      to lease properties or to purchase properties or
services primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of any other Person to make payment of the
Indebtedness or obligation; or

                  (d)      otherwise to assure the owner of such Indebtedness or
obligation against loss in respect thereof. In any computation of the
Indebtedness or other liabilities of the obligor under any Guaranty, the
Indebtedness or other obligations that are the subject of such Guaranty shall be
assumed to be direct obligations of such obligor.

         "Hazardous Substance" means any contaminant, pollutant or toxic or
hazardous substance, and any substance that is defined or listed as a hazardous,
toxic or dangerous substance under any Environmental Law or that is otherwise
regulated or prohibited under any Environmental Law as a hazardous, toxic or
dangerous substance.

         "Increase Amount" has the meaning assigned to such term in Section
2.20.

         "Increased Commitment Supplement" has the meaning specified in Section
2.20.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 8

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         "Indebtedness" with respect to any Person means, at any time, without
duplication:

                  (a)      its liabilities for borrowed money and its redemption
obligations in respect of mandatory redeemable Preferred Stock;

                  (b)      its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable arising in the
ordinary course of business but including all liabilities created or arising
under any conditional sale or other title retention agreement with respect to
any such property);

                  (c)      all liabilities appearing on its balance sheet in
accordance with GAAP in respect of Capital Leases;

                  (d)      all liabilities for borrowed money secured by any
Lien with respect to any property owned by such Person (whether or not it has
assumed or otherwise become liable for such liabilities);

                  (e)      all its liabilities in respect of letters of credit
or instruments serving a similar function issued or accepted for its account by
banks and other financial institutions (whether or not representing obligations
for borrowed money, but excluding in any event obligations in respect of (1)
trade or commercial letters of credit issued for the account of such Person in
the ordinary course of its business and (2) stand - by letters of credit issued
to support obligations of such Person that are not of a type described in any of
clauses (a), (b), (c), (d), (f), (g), (h), (i) or (j) of this definition);

                  (f)      all liabilities of such Person under Swap Agreements;

                  (g)      all obligations of such Person, contingent or
otherwise, for the payment of money under any noncompete, consulting or similar
agreement entered into with the seller of an acquisition target or any other
similar arrangements providing for the deferred payment of the purchase price
for an acquisition;

                  (h)      all obligations of such Person to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which lease is required or
is permitted to be classified and accounted for as an operating lease under GAAP
but which is intended by the parties thereto for tax, bankruptcy, regulatory,
commercial law, real estate law and all other purposes as a financing
arrangement;

                  (i)      the aggregate amount outstanding (i.e., advanced as
the purchase price and not repaid from collections) under all asset
securitization transactions of such Person that is representative of the
principal amount that would be outstanding if such transaction were accounted
for as a financing; and

                  (j)      any Guaranty of such Person with respect to
liabilities of a type described in any of clauses (a) through (i) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (j) above to the extent such Person
remains legally liable in respect thereof notwithstanding that any such
obligation is deemed to be extinguished under GAAP. For purposes of determining
the amount of the Indebtedness arising under Swap Agreements, the "principal
amount" of the obligations of the Borrower or any Subsidiary in respect of any
Swap Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Swap Agreement were terminated at such time. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 9

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         "Insurance Subsidiary" means Lake Park Insurance, Ltd., a Bermuda
corporation.

         "Intercreditor Agreement" means that certain Amended and Restated
Intercreditor Agreement dated the date hereof and executed among the Obligated
Parties, JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as collateral
agent thereunder and as the Administrative Agent, and the lenders party to the
Senior Note Purchase Agreements in substantially the form of Exhibit F, as the
same may be amended or otherwise modified from time to time. The Intercreditor
Agreement amends and restates the Original Intercreditor Agreement in its
entirety.

         "Interest Expenses" shall have the meaning assigned to it in Section
5.15(a).

         "Interest Payment Date" means (a) with respect to any ABR Borrowing or
the payment of the Fees under Section 2.04 (a) and (c), each March 31, June 30,
September 30 and December 31, beginning on the first such date after the date
hereof; (b) with respect to any Fixed Rate Loan, the last day of the Interest
Period applicable thereto and, in the case of such a Fixed Rate Loan with an
Interest Period of more than three months, each day that would have been an
Interest Payment Date for such Fixed Rate Loan if successive Interest Periods of
three months duration, as the case may be, had been applicable to such Fixed
Rate Loan; and (c) in addition, with respect to all Borrowings, the date of any
prepayment thereof and the Maturity Date.

         "Interest Period" means with respect to a Fixed Rate Borrowing, the
period commencing on the date of the Fixed Rate Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter
or, in addition, in the case of any Fixed Rate Borrowing made during the 30 -
day period ending on the Maturity Date, the period commencing on the date of
such Borrowing and ending on the seventh or fourteenth day thereafter, as the
Borrower may elect, or the Maturity Date, if earlier; provided, however, that if
any Interest Period applicable to a Fixed Rate Borrowing would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.

         "Intergroup Transfer" shall have the meaning assigned it in Section
5.11(b)(iv).

         "Issuing Bank" means any Revolving Lender, or any Affiliate of any
Revolving Lender, in each case in its capacity as issuer of a Letter of Credit
and any successor thereto permitted hereunder. No Lender has any obligation to
issue any Letter of Credit hereunder except JPMorgan as provided in Section
2.19.

         "JPMorgan" shall have the meaning assigned it in the preamble hereto.

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

         "Lenders" means the Revolving Lenders and the Swingline Lender.

         "Letter of Credit" shall have the meaning assigned it in Section 2.19.

         "Letter of Credit Liabilities" means, at any time, the sum of: (a) the
aggregate undrawn Dollar Equivalent amount of all outstanding Letters of Credit
at such time plus (b) the aggregate Dollar Equivalent amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time. The Letter of Credit Liabilities of any Lender at any time shall
be its Applicable Percentage of the total Letter of Credit Liabilities at such
time.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 10

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         "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
Equity Interests, stockholder agreements, voting trust agreements and all
similar arrangements).

         "Loan" means Revolving Loans and Swingline Loans. Loans may be
identified by Type, the applicable Available Currency or the facility under
which such Loan was made as described in Section 1.03.

         "Loan Documents" means this Agreement, the Subsidiary Guaranty, the
Intercreditor Agreement, the Pledge Agreement and the Fee Letter all other
instruments, agreements and other documentation executed and delivered pursuant
to or in connection with any such agreements, as such instruments, agreements,
and other documentation may be amended or otherwise modified from time to time.

         "Material" means material in relation to: (a) the business, operations,
affairs, financial condition, assets, or properties of the Borrower and its
Subsidiaries taken as a whole; or (b) any material portion of the Collateral (as
defined in the Pledge Agreement).

         "Material Adverse Effect" means a material adverse effect on: (a) the
business, operations, affairs, financial condition, assets or properties of the
Borrower and its Subsidiaries taken as a whole; (b) the ability of the Obligated
Parties, taken as a whole, to perform their obligations under the Loan
Documents, taken as a whole; or (c) the validity or enforceability of any Loan
Document.

         "Material Subsidiary" means any Subsidiary of the Borrower (except LPAC
Corp. and LPAC Corp. II) the book value (determined in accordance with GAAP) of
whose total assets equals or exceeds ten percent (10%) of the book value
(determined in accordance with GAAP) of the consolidated total assets of
Borrower and all Subsidiaries as determined as of the last day of each fiscal
quarter.

         "Maturity Date" means September 11, 2006.

         "Maximum Rate" shall have the meaning assigned it in Section 8.13.

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

         "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as
such term is defined in Section 4001(a)(3) of ERISA).

         "New Lender" shall have the meaning assigned it in Section 2.20.

         "New Lending Office" shall have the meaning assigned it in Section
2.16(g).

         "New Material Domestic Subsidiary" shall have the meaning assigned it
in Section 5.21(a).

         "New Owner" shall have the meaning assigned it in Section 2.10(c).

         "Non - U.S. Lender" shall have the meaning assigned it in Section
2.16(g).

         "Norris Family" shall have the meaning assigned it in Section 2.10(c).

         "Obligated Parties" means the Borrower, the Pledgors and the
Guarantors.

         "Ordinary Course Transfer" shall have the meaning assigned it in
Section 5.11.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 11

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         "Original Currency" shall have the meaning assigned it in Section 8.17.

         "Original Intercreditor Agreement" means that certain Intercreditor
Agreement dated August 15, 2001 executed among the Borrower, certain
Subsidiaries named therein, The Chase Manhattan Bank (now JPMorgan Chase Bank)
as collateral agent thereunder and as the Administrative Agent under the Prior
Credit Agreement, The Chase Manhattan Bank (now JPMorgan Chase Bank) as
administrative agent under the 364 day revolving credit facility of the
Borrower, and the creditors party to the Senior Note Purchase Agreements.

         "Other Currency" shall have the meaning assigned it in Section 8.17.

         "Other Taxes" shall have the meaning assigned it in Section 2.16(b).

         "Participant" shall have the meaning assigned it in Section 8.04.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

         "Permitted Investments" means:

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

                  (b)      investments in commercial paper maturing within 270
days from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from S&P or from Moody's;

                  (c)      investments in certificates of deposit, banker's
acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any Lender or any domestic office of any
commercial bank organized under the laws of the United States of America or any
state thereof which has a combined capital and surplus and undivided profits of
not less than $500,000,000;

                  (d)      fully collateralized repurchase agreements with a
term of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria described in
clause (c) above; and

                  (e)      money market funds that (i) comply with the criteria
set forth in Securities and Exchange Commission Rule 2a - 7 under the Investment
Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have
portfolio assets of at least $5,000,000,000.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or other
entity or a government or agency or political subdivision thereof.

         "Plan" means an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Borrower or any ERISA Affiliate or
with respect to which the Borrower or any ERISA Affiliate may have any
liability.

         "Pledge Agreement" means that certain Amended and Restated Pledge
Agreement dated the date hereof, executed by the Pledgors in favor of the
Collateral Agent in accordance with the Intercreditor

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 12

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Agreement, as the same may be modified from time to time. The Pledge Agreement
amends and restates that certain Pledge Agreement dated August 15, 2001 executed
by the Borrower in favor of the Collateral Agent pursuant to the Original
Intercreditor Agreement.

         "Pledgors" means the Borrower and Lennox Global Ltd.

         "Preferred Stock" means any class of capital stock or other Equity
Interest of a Person that is preferred over any other class of capital stock or
other Equity Interest of such Person as to the payment of dividends or other
distributions or the payment of any amount upon liquidation or dissolution of
such Person.

         "Prior Credit Agreement" shall have the meaning assigned to it in the
preamble hereto.

         "property" or "properties" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

         "Property Disposition Date" shall have the meaning assigned to it in
Section 5.11.

         "Purchase Price" shall have the meaning assigned to it in Section 5.23.

         "Receivable Securitization" means, with respect to a Person, a
transaction or group of transactions typically referred to as a securitization
in which the Person sells its accounts receivable in a transaction accounted for
as a true sale to a special purpose bankruptcy remote entity who obtains debt
financing to finance the purchase price.

         "Register" shall have the meaning assigned to it in Section 8.04.

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

         "Required Lenders" means, at any time, Lenders having Commitments
representing at least 51% of the Total Commitment or, for purposes of
acceleration pursuant to Article 6, Lenders holding Loans or participation
interests in Loans representing at least 51% of the aggregate principal amount
of the Loans outstanding.

         "Responsible Officer" means any Senior Financial Officer and any other
officer of the Borrower with responsibility for the administration of the
relevant portion of this Agreement.

         "Restricted Payment" means any Distribution in respect of the Borrower
or any Subsidiary (other than on account of capital stock or other Equity
Interests of a Subsidiary owned legally and beneficially by the Borrower or
another Subsidiary that is Wholly - Owned), including, without limitation, any
Distribution resulting in the acquisition by the Borrower of Equity Interest
which would constitute treasury stock. For purposes of this Agreement, the
amount of any Restricted Payment made in property shall be the greater of (a)
the Fair Market Value of such property (as determined in good faith by the board
of directors (or equivalent governing body) of the Person making such Restricted
Payment) and (b) the net book value thereof on the books of such Person, in each
case determined as of the date on which such Restricted Payment is made.

         "Revolving Exposure" means, with respect to any Revolving Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its Dollar Equivalent amount of the participating (or, with respect to
the Swingline Lender or an Issuing Bank, its direct) interest in the outstanding
Swingline Loans and Letters of Credit.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 13

<PAGE>

         "Revolving Lenders" means the lenders listed in Schedule 2.01, together
with their successors and assigns.

         "Revolving Loan" shall have the meaning assigned to it in Section
2.01(a).

         "S&P" means Standard & Poor's rating, group a division of the McGraw
Hill Companies.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Senior Debt" shall have the meaning assigned to it in Section 5.15(d).

         "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower; provided that any
executive vice president, the treasurer or the corporate controller of Borrower
is authorized by Borrower to execute and deliver any Borrowing Request.

         "Senior Note Purchase Agreements" means the following:

                  (i)      nine separate Note Purchase Agreements, dated as of
December 1, 1993, as each of the same have been amended and as each may be
further amended, supplemented or otherwise modified from time to time, between
the Borrower and each of The Prudential Insurance Company of America,
Connecticut General Life Insurance Company, Connecticut General Life Insurance
Company, on behalf of one or more separate accounts, Life Insurance Company of
North America, United of Omaha Life Insurance Company, Mutual of Omaha Insurance
Company, Companion Life Insurance Company, United World Life Insurance Company,
and First Colony Life Insurance Company (General Electric Capital Assurance
Company and GE Life and Annuity Assurance Company have become parties to one or
more of such Note Purchase Agreements since the original execution thereof);

                  (ii)     the Note Purchase Agreement, dated as of July 6, 1995
between the Borrower and Teachers Insurance and Annuity Association of America
(which was succeeded by Nationwide Life and Annuity Insurance Company and
Nationwide Life Insurance Company), as the same has been amended and as the same
may be further amended, supplemented or otherwise modified from time to time;

                  (iii)    eight separate Note Purchase Agreements dated as of
April 3, 1998, as each of the same have been amended and as each may be further
amended, supplemented or otherwise modified from time to time, between the
Borrower and each of The Prudential Insurance Company of America, U.S. Private
Placement Fund, Teachers Insurance and Annuity Association of America,
Connecticut General Life Insurance Company, Connecticut General Life Insurance
Company, on behalf of one or more separate accounts, CIGNA Property and Casualty
Insurance Company (now known as ACE Property and Casualty Insurance Company),
United of Omaha Life Insurance Company and Companion Life Insurance Company; and

                  (iv)     that certain Master Shelf Agreement dated as of
October 15, 1999 between the Borrower and The Prudential Insurance Company of
America and certain affiliates of The Prudential Insurance Company of America
which become bound by such agreement including without limitation Pruco Life
Insurance Company which became a purchaser thereunder, as the same has been
amended and as the same may be further amended, supplemented or otherwise
modified from time to time.

         "Subject Indebtedness" shall have the meaning assigned to it in clause
(f) of Article 6.

         "Subordinated Indebtedness" shall have the meaning assigned to it in
Section 5.15(b).

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 14

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         "Subordinated Notes" means the Borrower's original $143,750,000
principal amount of 6.25% Convertible Subordinated Notes Due 2009 issued
pursuant to that certain Indenture dated May 8, 2002 between the Borrower and
The Bank of New York, as trustee.

         "Subsidiary" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Borrower.

         "Subsidiary Guaranty" means that certain Amended and Restated
Subsidiary Guaranty Agreement dated as of the date hereof executed by the
Guarantors in favor of the Administrative Agent, the Issuing Banks and the
Lenders, substantially in the form of Exhibit D hereto as the same may be
modified pursuant to one or more Subsidiary Joinder Agreements and as the same
may otherwise be modified from time to time. The Subsidiary Guaranty amends and
restates in its entirety that certain Subsidiary Guaranty Agreement dated June
29, 2001 executed by the Subsidiaries party thereto in favor of the
Administrative Agent, JPMorgan as the issuing bank and the Lenders under the
Prior Credit Agreement.

         "Subsidiary Joinder Agreement" means an agreement that has been or will
be executed by a Material Subsidiary adding it as a party to the Subsidiary
Guaranty, in substantially the form of Exhibit E hereto.

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

         "Swingline Lender" means JPMorgan in its capacity as lender of the
Swingline Loans.

         "Swingline Loan" shall have the meaning assigned to it in Section
2.01(b).

         "Target" shall have the meaning assigned to it in the definition of
"Adjusted EBITDA."

         "Taxes" shall have the meaning assigned it in Section 2.16(a).

         "Total Commitment" means, at any time, the aggregate amount of
Commitments of all the Revolving Lenders, as in effect at such time.

         "Transactions" shall have the meaning assigned it in Section 3.02.

         "Transfer" means, with respect to any Person, any transaction in which
such Person sells, conveys, transfers or leases (as lessor) any of its property,
including capital stock of, or other Equity Interest issued by, a Subsidiary.

         "Transferee" shall have the meaning assigned to it in Section 2.16(a).

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 15

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         "Type", when used in respect of any Loan or Borrowing, shall refer to
the rate by reference to which interest on such Loan or Loans comprising such
Borrowing is determined (i.e., the ABR or a Fixed Rate).

         "Voting Rights" shall have the meaning assigned it in Section 2.10.

         "Wholly - Owned Subsidiary" or "Wholly- Owned" when used in reference
to a Subsidiary, means, at any time, any Subsidiary, one hundred percent (100%)
of all of the Equity Interests (except directors' qualifying shares) and voting
interests of which are owned by any one or more of the Borrower and the
Borrower's other Wholly - Owned Subsidiaries or Wholly - Owned Subsidiaries,
respectively, at such time.

         Section 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time.

         Section 1.03. Types, Facility and Currencies of Loans. Loans and
Borrowings hereunder are distinguished and referred to herein by Type (i.e., ABR
or Fixed Rate), by the Available Currency in which it is denominated (i.e.,
Dollars, Australian Dollars or Euros) and by the facility provided herein under
which such Loan or Borrowing is made (i.e., under Section 2.01(a) and thus a
"Revolving Loan" or "Revolving Borrowing" or made under Section 2.01(b) and thus
a "Swingline Loan" or "Swingline Borrowing") or by any one or more of the
forgoing.

         Section 1.04. Conversion of Foreign Currencies.

                  (a)      Dollar Equivalents. The Administrative Agent shall
determine the Dollar Equivalent of any amount as required hereby, and a
determination thereof by the Administrative Agent shall be conclusive absent
manifest error. The Administrative Agent may, but shall not be obligated to,
rely on any determination by the Borrower. The Administrative Agent may
determine or redetermine the Dollar Equivalent of any amount on any date either
in its own discretion or upon the request of any Lender including the Dollar
Equivalent of any Loan or Letter of Credit made or issued in an Available
Currency other than Dollars.

                  (b)      Rounding - Off. The Administrative Agent may set up
appropriate rounding - off mechanisms or otherwise round - off amounts hereunder
to the nearest higher or lower amount in whole Dollars, Australian Dollars,
Euros or cents to ensure amounts owing by any party hereunder or that otherwise
need to be calculated or converted hereunder are expressed in whole Dollars,
whole Australian Dollars, whole Euros or in whole cents, as may be necessary or
appropriate.

                                   ARTICLE 2.

                                   THE CREDITS

         Section 2.01. Commitments.

                  (a)      Revolving Loans. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each
Revolving Lender agrees, severally and not jointly, to make advances in Dollars
(each such advance, together with each advance outstanding on the Effective Date
under Section 2.01 of the Prior Credit Agreement [which advances shall continue
hereunder], herein a

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"Revolving Loan") to the Borrower, at any time and from time to time on and
after the Effective Date and until the earlier of the Maturity Date or the
termination of the Commitment of such Lender, in an aggregate principal amount
at any time outstanding not to exceed such Revolving Lender's Commitment,
subject, however, to the condition that the Revolving Exposure of a Revolving
Lender shall not exceed such Revolving Lender's Commitment and the total
Revolving Exposures of all Revolving Lenders shall not exceed the Total
Commitment. Within the foregoing limits, the Borrower may borrow, pay or prepay
and reborrow Revolving Loans hereunder subject to the terms, conditions and
limitations set forth herein. Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Revolving Lenders ratably in
accordance with their Applicable Percentages; provided, however, that the
failure of any Revolving Lender to make any Revolving Loan shall not in itself
relieve any other Revolving Lender of its obligation to lend hereunder (it being
understood, however, that no Revolving Lender shall be responsible for the
failure of any other Revolving Lender to make any Revolving Loan required to be
made by such other Revolving Lender). The Revolving Loans comprising any
Borrowing shall be in an aggregate principal amount which is an integral
multiple of $1,000,000 and not less than $5,000,000 (or an aggregate principal
amount equal to the remaining balance of the Total Commitment less the total
Revolving Exposure of all Revolving Lenders).

                  (b)      Swingline Loans. Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make advances in such Available
Currency as the Borrower may request (each such advance, together with each
advance outstanding on the Effective Date under Section 2.20 of the Prior Credit
Agreement [which advances shall continue hereunder], herein a "Swingline Loan")
to the Borrower from time to time on and after the Effective Date, until the
earlier of the Maturity Date or the termination of the Commitments in an
aggregate principal amount at any time outstanding that will not result in: (i)
the aggregate principal amount of outstanding Swingline Loans denominated in
Dollars exceeding $20,000,000; (ii) the aggregate Dollar Equivalent principal
amount of outstanding Euro Loans exceeding $25,000,000; (iii) the aggregate
Dollar Equivalent principal amount of outstanding Australian Dollar Loans
exceeding $25,000,000; and (iv) the total Revolving Exposures exceeding the
Total Commitment. The Swingline Loans comprising any Borrowing shall be in an
amount which is an integral multiple of the Dollar Equivalent of $500,000 and
not less than $1,000,000 (or an aggregate principal amount equal to the sum of
the applicable limit set forth in clause (i), (ii) or (iii) above minus all the
Swingline Loans denominated in the same currency then outstanding). Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

                  (c)      Lender Participation in Swingline Loans. The
Swingline Lender may by written notice given to the Administrative Agent not
later than 11:00 a.m., New York, New York time, on any Business Day require the
Revolving Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate Dollar Equivalent amount of Swingline Loans in which the Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Revolving Lender, specifying in such notice such
Revolving Lender's Applicable Percentage of such Swingline Loans. Each Revolving
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Revolving Lender's Applicable Percentage of the Dollar
Equivalent amount of the principal outstanding in connection with such Swingline
Loans. Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or Event of Default or
reduction or termination of the Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever;
provided that (i) the obligations of a Revolving Lender to fund its
participation in a Swingline Loan may be subject to avoidance by a Revolving
Lender if such Revolving Lender proves that the Swingline Lender knew (or with
the exercise of care should have known) that the conditions to the making of the
Swingline Loan were not satisfied and (ii) a Revolving Lender shall not have an
obligation to acquire or

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 17

<PAGE>

fund a participation in Swingline Loans if that obligation of the Revolving
Lender has been terminated or assigned to another Person in accordance with
Section 2.10(c) or Section 8.04. The parties hereto expressly agree that, in the
absence of gross negligence or willful misconduct on the part of the Swingline
Lender (as finally determined by a court of competent jurisdiction), the
Swingline Lender shall be deemed to have exercised care. Each Revolving Lender
shall comply with its obligation under this paragraph by wire transfer of
Dollars in immediately available funds, and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. Upon the funding of a participation under this clause (c) in
any Euro Loan or Australian Dollar Loan, the portion of such Loans so funded
shall be converted to Dollar Swingline Loans accruing interest as ABR Loans but
JPMorgan's Applicable Percentage of such Loans shall remain as a Euro Loan or an
Australian Dollar Loan. The Administrative Agent shall notify the Borrower of
any participations in any Swingline Loan acquired pursuant to this paragraph.
Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear. The
purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve the Borrower of its obligation for the payment thereof in full,
notwithstanding any Default or Event of Default that may exist.

         Section 2.02. Loans.

                  (a)      Type of Loans. Each Borrowing (including any
Borrowing of a Swingline Loan) shall be comprised entirely of Fixed Rate Loans
or ABR Loans as the Borrower may request pursuant to Section 2.03. Each Lender
may at its option make any Fixed Rate Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement. Borrowings of more than one
Type may be outstanding at the same time.

                  (b)      Funding Borrowings.

                           (i)      Revolving Loans. Subject to paragraph (c)
below, each Revolving Lender shall make each Revolving Loan to be made by it
hereunder on the proposed date thereof by wire transfer of Dollars in
immediately available funds to the Administrative Agent in New York, New York,
not later than 1:00 p.m., New York, New York time, and the Administrative Agent
shall by 2:00 p.m., New York, New York time, credit the amounts so received to
the account or accounts specified from time to time in one or more notices
delivered by the Borrower to the Administrative Agent or, if a Borrowing shall
not occur on such date because any condition precedent herein specified shall
not have been met, return the amounts so received to the respective Revolving
Lenders or, if such Borrowing is to finance the reimbursement of an LC
Disbursement, such amounts shall be distributed to the applicable Issuing Bank.
Unless the Administrative Agent shall have received notice from a Revolving
Lender prior to the date of any Borrowing that such Revolving Lender will not
make available to the Administrative Agent such Revolving Lender's portion of
such Borrowing, the Administrative Agent may assume that such Revolving Lender
has made such portion available to the Administrative Agent on the date of such
Borrowing in accordance with this paragraph (b) and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Revolving Lender
shall not have made such portion available to the Administrative Agent, such
Revolving Lender and the Borrower (without waiving any claim against such
Revolving Lender for such Revolving Lender's failure to make such portion
available) severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent at (i) in the case of the Borrower,
the interest rate applicable at the time to the Revolving Loans comprising such
Borrowing and (ii) in the case of such Revolving Lender, the

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 18

<PAGE>

Federal Funds Effective Rate. If such Revolving Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Revolving Lender's Revolving Loan as part of such Borrowing for purposes of
this Agreement.

                           (ii)     Swingline Loans. The Swingline Lender shall
make each Swingline Loan available to the Borrower by means of a credit to the
account or accounts specified from time to time in one or more notices delivered
by the Borrower to the Swingline Lender (or, in the case of a Swingline Loan
made to finance the reimbursement of an LC Disbursement as provided in Section
2.19(d), by remittance to the applicable Issuing Bank) by 3:00 p.m. (or if a
Fixed Rate Loan is requested, 2:00 p.m.), New York, New York time, on the
requested date of such Swingline Loan. With respect to the payment of any amount
denominated in Euros, the Swingline Lender shall not be liable to the Borrower
or any of the Lenders in any way whatsoever for any delay, or the consequences
of any delay, in the crediting to any account of any amount required by this
Agreement to be paid by the Swingline Lender in Euros if the Swingline Lender
shall have taken all relevant steps to achieve, on the date required by this
Agreement, the payment of such amount in Euros and in immediately available,
freely transferable, cleared funds to the account with the bank in the principal
financial center in the participating member state of the European Union which
the Borrower shall have specified for such purpose. "All relevant steps" means
all such steps as may be prescribed from time to time by the regulations or
operating procedures of such clearing or settlement system as the Swingline
Lender may from time to time determine for the purpose of clearing settling
payments of Euros.

                  (c)      Continuations and Conversions. Borrower may Convert
all or any part of any Borrowing to a Borrowing of a different Type and Borrower
may Continue all or any part of any Fixed Rate Borrowing as a Borrowing of the
same Type, by giving the Administrative Agent written notice on the Business Day
of the Conversion into a ABR Borrowing and on the Business Day at least three
Business Days before Conversion into or Continuation of a Fixed Rate Borrowing
specifying: (i) the Conversion or Continuation date, (ii) the amount of the
Borrowing to be Converted or Continued, (iii) in the case of Conversions, the
Type of Borrowing to be Converted into, and (iv) in the case of a Continuation
of or Conversion into a Fixed Rate Borrowing, the duration of the Interest
Period applicable thereto; provided that (a) Fixed Rate Borrowings may only be
Converted on the last day of the Interest Period; (b) except for Conversions to
ABR Borrowings, no Conversions shall be made while an Event of Default has
occurred and is continuing; (c) only ten (10) Fixed Rate Borrowings (including
Fixed Rate Borrowings of Swingline Loans) may be in existence at any one time;
(d) no Interest Period may end after the Maturity Date; (e) a Borrowing
denominated in one Available Currency may not be Converted by the Borrower into
another Available Currency; (f) Dollar ABR Swingline Borrowings may not be
Converted to Fixed Rate Borrowings; and (g) Fixed Rate Euro Borrowings and Fixed
Rate Australian Dollar Borrowings may not be Converted to ABR Borrowings. All
notices given under this Section shall be irrevocable and shall be given not
later than 11:00 a.m. New York, New York time on the Business Day that is not
less than the number of Business Days specified above for such notice. If the
Borrower shall fail to give the Administrative Agent the notice as specified
above for Continuation or Conversion of a Fixed Rate Borrowing prior to the end
of the Interest Period with respect thereto, such Fixed Rate Borrowing shall
automatically be continued as a Fixed Rate Borrowing with an Interest Period of
one month's duration unless such Fixed Rate Borrowing is a Dollar Borrowing and
an Event of Default exists, in which case such Dollar Fixed Rate Borrowing shall
be automatically converted to an ABR Borrowing. The Administrative Agent shall
promptly advise the Lenders of any notice given pursuant to this Section 2.02.

         Section 2.03. Borrowing Procedure. In order to request a Borrowing, the
Borrower shall hand deliver or telecopy to the Administrative Agent a duly
completed Borrowing Request: (a) in the case of a Fixed Rate Borrowing, not
later than 11:00 a.m., New York, New York time, three Business Days before such
Borrowing, (b) in the case of a Euro Borrowing or an Australian Dollar
Borrowing, not later than 9:00 a.m., New York, New York time, three Business
Days before such Borrowing, and (c) in the case of an ABR Borrowing, not later
than 11:00 a.m., New York, New York time, on the day of such Borrowing. Such
notice

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shall be irrevocable and shall in each case specify: (i) whether the Borrowing
then being requested is to be a Fixed Rate Borrowing or an ABR Borrowing; (ii)
whether the Borrowing is a Revolving Borrowing or a Swingline Borrowing and if a
Swingline Borrowing, the applicable Available Currency in which the Borrower
requests such Borrowing to be denominated; (iii) the date of such Borrowing
(which shall be a Business Day) and the amount thereof; and (iv) if such
Borrowing is to be a Fixed Rate Borrowing, the Interest Period with respect
thereto, which shall not end after the Maturity Date; provided that (A) the
Borrower may not request a Fixed Rate Dollar Swingline Borrowing, an ABR
Australian Dollar Swingline Borrowing nor an ABR Euro Swingline Borrowing and
(B) each such Borrowing of the type described in clause (A) preceding shall not
be available herein. If no election as to the Type, currency or facility
applicable to such Borrowing is specified in any such notice, then the requested
Borrowing will be a ABR Dollar Swingline Borrowing. If no Interest Period with
respect to any Fixed Rate Borrowing is specified in any such notice, then the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. Notwithstanding any other provision of this Agreement to the contrary,
no Borrowing shall be requested if the Interest Period with respect thereto
would end after the Maturity Date. When a Revolving Borrowing is requested, the
Administrative Agent shall promptly advise the Revolving Lenders of the notice
given pursuant to this Section 2.03 and of each Revolving Lender's portion of
the requested Borrowing. When a Swingline Borrowing is requested, the
Administrative Agent shall promptly advise the Swingline Lender of the notice
given pursuant to this Section 2.03.

         Section 2.04. Fees.

                  (a)      Facility Fee. The Borrower agrees to pay to each
Revolving Lender, through the Administrative Agent, a facility fee ("Facility
Fee"), at a rate per annum equal to the Facility Fee Percentage from time to
time in effect on the amount of the daily average amount of the Commitment of
such Revolving Lender (or if such Commitment no longer exists, on the Dollar
Equivalent amount of the Revolving Exposure of such Revolving Lender), during
the period from and including the Effective Date to but excluding the later of
the date on which such Revolving Lender's Commitment terminates and the date on
which such Revolving Lender ceases to have any Revolving Exposure. Facility Fees
accrued through and including each Interest Payment Date shall be payable in
Dollars on such Interest Payment Date, commencing on the first such date to
occur after the Effective Date; provided that all such fees shall be payable on
the date on which the Commitments terminate and any such fees accruing after the
date on which the Commitments terminate shall be payable on demand. All Facility
Fees shall be computed based on the actual number of days elapsed (including the
first day but excluding the last day) in a year of 365 or 366 days, as the case
may be. The Borrower agrees to pay to each Revolving Lender, through the
Administrative Agent, on the Effective Date all unpaid commitment fees accrued
under Section 2.04(a) of the Prior Credit Agreement.

                  (b)      Agent Fees. The Borrower agrees to pay the
Administrative Agent the fees provided for in the Fee Letter on the dates
required thereby.

                  (c)      Letter of Credit Fees. The Borrower agrees to pay:
(i) to the Administrative Agent for the account of each Revolving Lender a
participation fee with respect to its participations in Letters of Credit, which
shall accrue at the rate equal to the Applicable Margin (as defined and
determined in accordance with Section 2.06(d)) on the average daily Dollar
Equivalent amount of such Revolving Lender's Applicable Percentage of the Letter
of Credit Liabilities (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Revolving
Lender's Commitment terminates and the date on which such Revolving Lender
ceases to have any Letter of Credit Liabilities; and (ii) to each Issuing Bank a
fronting fee, which shall accrue at the rate of 0.125% per annum on the average
daily Dollar Equivalent amount of the Letter of Credit Liabilities (excluding
any portion thereof attributable to unreimbursed LC Disbursements) attributable
to the Letters of Credit it has issued, during the period from and including the
Effective Date to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any such Letter of Credit
Liabilities, as well as each Issuing Bank's standard fees with respect to the
issuance, amendment,

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 20

<PAGE>

renewal or extension of any of its Letters of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including
each Interest Payment Date shall be payable in Dollars on the third Business Day
following such Interest Payment Date, commencing on the first such date to occur
after the Effective Date; provided that all such fees shall be payable on the
date on which the Commitments terminate and any such fees accruing after the
date on which the Commitments terminate shall be payable on demand. Any other
fees payable to an Issuing Bank pursuant to this paragraph shall be payable
within 10 days after demand. All participation fees and fronting fee shall be
computed based on a year of 360 days and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day).

                  (d)      Payment Provisions. The fees payable under this
Section 2.04 (the "Fees") shall be paid on the dates due, in Dollars and in
immediately available funds, to the Administrative Agent for distribution, if
and as appropriate, among the Revolving Lenders or to the applicable Issuing
Bank. Once paid, none of such Fees shall be refundable under any circumstances.

         Section 2.05. Repayment of Loans; Evidence of Indebtedness.

                  (a)      Repayment. The Borrower hereby unconditionally
promises to pay: (i) the then unpaid principal amount of each Revolving Loan on
the Maturity Date; (ii) the then unpaid principal amount of each Dollar
Swingline Loan on the earlier of (A) the Maturity Date or (B) the later of the
first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is
made; provided that on each date that a Revolving Loan is made, the Borrower
shall repay all Swingline Loans then outstanding which are Dollar ABR Loans; and
(iii) the unpaid principal amount of each Swingline Loan denominated in Euros
and denominated in Australian Dollars on the Maturity Date. Payments under this
Section 2.05 shall be made to the Administrative Agent for the account of the
Lenders. Following receipt by the Administrative Agent of any payment from the
Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Lenders as their interests may appear in accordance with
this Agreement.

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

                  (c)      Maintenance of Loan Accounts by Administrative Agent.
The Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Type of each Loan made and the Interest
Period and Available Currency applicable thereto, (ii) the amount of each Letter
of Credit, the Letter of Credit Liabilities applicable thereto and each
Revolving Lender's participation interest therein, (iii) the amount of any
principal, interest and Fees due and payable or to become due and payable from
the Borrower to each Lender and each Issuing Bank hereunder, (iv) the amount of
any sum received by the Administrative Agent hereunder from the Borrower and
each Lender's and each Issuing Bank's share thereof.

                  (d)      Prima Facie Evidence. The entries made in the
accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.05
shall, to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein or an inconsistency between such accounts of a
Lender and the accounts of the Administrative Agent shall not in any manner
affect the obligations of the Borrower to repay the Loans in accordance with
their terms.

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         Section 2.06. Interest on Loans; Margin and Fees.

                  (a)      Fixed Rate. Subject to the provisions of Section
2.07, the Loans comprising each Fixed Rate Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to the applicable Fixed Rate for the Interest
Period and Available Currency in effect for such Borrowing plus the Applicable
Margin from time to time in effect.

                  (b)      Alternate Base Rate. Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, for periods during which the Alternate Base
Rate is determined by reference to the Prime Rate and 360 days for other periods
and including for all calculations the first day of any period but excluding the
last) at a rate per annum equal to the Alternate Base Rate.

                  (c)      Payment of Interest. Interest on each Loan shall be
payable on each Interest Payment Date applicable to such Loan except as
otherwise provided in this Agreement. Interest on Loans, the principal amount of
which is denominated in an Available Currency, shall be paid in that Available
Currency. The applicable Fixed Rate or Alternate Base Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error; provided that the Administrative Agent shall, upon request,
provide to the Borrower a certificate setting forth in reasonable detail the
basis for such determination.

                  (d)      Determination of Applicable Margin. The Applicable
Margin identified in this Section 2.06 and the Facility Fee Percentage
identified in Section 2.04 shall be defined and determined as follows:

                  "Applicable Margin" means (i) during the period commencing on
         the Effective Date and ending on but not including the first Adjustment
         Date (as defined below), 1.75% per annum and (ii) during each period
         from and including one Adjustment Date to but excluding the next
         Adjustment Date (herein a "Calculation Period"), the percent per annum
         set forth in the table below under the heading "Margin" opposite the
         Debt to Adjusted EBITDA Ratio which corresponds to the Debt to Adjusted
         EBITDA Ratio set forth in, and as calculated in accordance with, the
         applicable Compliance Certificate.

                  "Facility Fee Percentage" means (1) during the period
         commencing on the Effective Date and ending on but not including the
         first Adjustment Date, 0.50% per annum and (2) during each Calculation
         Period, the percent per annum set forth in the table below under the
         heading "Facility Fee Percentage" opposite the Debt to Adjusted EBITDA
         Ratio which corresponds to the Debt to Adjusted EBITDA Ratio set forth
         in, and as calculated in accordance with, the applicable Compliance
         Certificate.

<TABLE>
<CAPTION>
                                                                 Facility
       Debt to Adjusted EBITDA Ratio            Margin        Fee Percentage
----------------------------------------------------------------------------
<S>                                             <C>           <C>
Greater than or equal to 3.00 to 1.00           2.000%             .500%
----------------------------------------------------------------------------
Greater than or equal to 2.50 to 1.0 but        1.750%             .500%
less than 3.00 to 1.0
----------------------------------------------------------------------------
Greater than or equal to 2.00 to 1.0 but        1.625%             .375%
less than 2.50 to 1.0
----------------------------------------------------------------------------
Greater than or equal to 1.50 to 1.0 but        1.375%             .375%
less than 2.00 to 1.0
----------------------------------------------------------------------------
Greater than or equal to 1.00 to 1.0 but        1.250%             .250%
less than 1.50 to 1.0
----------------------------------------------------------------------------
Less than 1.00 to 1.00                          1.000%             .250%
----------------------------------------------------------------------------
</TABLE>

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 22

<PAGE>

Upon delivery of the Compliance Certificate pursuant to Section 5.18(g) in
connection with the financial statements of the Borrower and its Subsidiaries
required to be delivered pursuant to Sections 5.18(a) and (b), commencing with
such Compliance Certificate delivered with respect to the fiscal quarter ending
on September 30, 2003, the Applicable Margin (for Interest Periods commencing
after the applicable Adjustment Date) and the Facility Fee Percentage shall
automatically be adjusted in accordance with the Debt to Adjusted EBITDA Ratio
set forth therein and the table set forth above, such automatic adjustment to
take effect as of the first Business Day after the receipt by the Agent of the
related Compliance Certificate pursuant to Section 5.18(g) (each such Business
Day when such margin or fees change pursuant to this sentence or the next
following sentence, herein an "Adjustment Date"). If the Borrower fails to
deliver such Compliance Certificate which so sets forth the Debt to Adjusted
EBITDA Ratio within the period of time required by Section 5.18(g): (i) the
Applicable Margin (for Interest Periods commencing after the applicable
Adjustment Date) shall automatically be adjusted to 2.50% per annum; and (ii)
the Facility Fee Percentage shall automatically be adjusted to 0.500% per annum,
such automatic adjustments to take effect as of the first Business Day after the
last day on which the Borrower was required to deliver the applicable Compliance
Certificate in accordance with Section 5.18(g) and to remain in effect until
subsequently adjusted in accordance herewith upon the delivery of a Compliance
Certificate.

         Section 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, the Borrower shall on demand from time to time from the
Administrative Agent pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed as provided in Section
2.06(b)) equal to: (a) with respect to the ABR Loans, the rate otherwise
applicable thereto as determined in accordance with Section 2.06 plus 2%; (b)
with respect to Fixed Rate Loans, until the end of the Interest period
applicable thereto, the rate otherwise applicable thereto as determined in
accordance with Section 2.06 plus 2% and after the end of the Interest Period
therefor: (i) if such Fixed Rate Loan is a Dollar Loan, the Alternate Base Rate
plus 2% and (ii) if such Fixed Rate Loan is a Euro Loan or Australian Dollar
Loan, the rate per annum applicable to Fixed Rate Loans and the applicable
currency with a one month Interest Period as the same may change each day plus
2%; (c) with respect to other amounts payable in Euro or Australian Dollars
hereunder, the rate determined pursuant to (b)(ii) immediately above; and (d)
with respect to other amounts, the Alternate Base Rate plus 2%.

         Section 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that prior to the commencement of any Interest Period for a Fixed Rate
Borrowing the Administrative Agent shall have determined (i) that deposits of
the applicable Available Currency in the principal amounts of the Fixed Rate
Loans comprising such Borrowing are not generally available in the market
utilized to determine the applicable Fixed Rate or (ii) that reasonable means do
not exist for ascertaining the Fixed Rate, the Administrative Agent shall, as
soon as practicable thereafter, give telecopy notice of such determination to
the Borrower and the Lenders. In the event of any such determination under
clauses (i) or (ii) above and after notice thereof shall have been provided to
the Borrower, until the Administrative Agent shall have advised the Borrower and
the Lenders that the circumstances giving rise to such notice no longer exist,
any request by the Borrower for a Fixed Rate Borrowing of the affected Type
pursuant to Section 2.03 shall be deemed to be a request for a Dollar ABR
Borrowing under the applicable requested facility (i.e., either Swingline or
Revolver). In the event the Swingline Lender notifies the Administrative Agent
that the rates at which deposits of the applicable Available Currency are being
offered will not adequately and fairly reflect the cost to such Lender of making
or maintaining the applicable Fixed Rate Loans during such Interest Period, the
Administrative Agent shall notify the Borrower of such notice and until the
Swingline Lender shall have advised the Administrative Agent that the
circumstances giving rise to such notice no longer exist, any request by the
Borrower for a Fixed Rate Borrowing of the affected Type and Available Currency
shall be deemed a request for a Dollar ABR Swingline Borrowing. Each
determination by the Administrative Agent hereunder shall be made in good faith
and shall

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 23

<PAGE>

be conclusive absent manifest error; provided that the Administrative Agent,
shall, upon request, provide to the Borrower a certificate setting forth in
reasonable detail the basis for such determination.

         Section 2.09. Termination and Reduction of Commitments.

                  (a)      Termination on Maturity Date. The commitment of the
Swingline Lender under Section 2.01 to make Swingline Loans, and the Commitments
of the Revolving Lenders shall automatically be terminated on the Maturity Date.
Such commitments may also terminate as provided in Section 2.10(c) and Article
6.

                  (b)      Optional Termination or Reduction. Upon at least
three Business Days' prior irrevocable written notice to the Administrative
Agent, the Borrower may, at any time, in whole permanently terminate, or, from
time to time, in part permanently reduce, the Total Commitment; provided,
however, that (i) each partial reduction of the Total Commitment shall be in an
integral multiple of $5,000,000 and in a minimum principal amount of $5,000,000;
(ii) no such termination or reduction shall be made which would reduce the Total
Commitment to an amount less than $50,000,000, unless the result of such
termination or reduction is to reduce the Total Commitment to $0; and (iii) no
such termination or reduction shall reduce the Total Commitment below the then
outstanding Revolving Exposures. The Administrative Agent shall advise the
Lenders of any notice given pursuant to this Section 2.09(b) and of each
Lender's portion of any such termination or reduction of the Total Commitment.
Upon the termination of the Total Commitment, the commitment of the Swingline
Lender under Section 2.01 shall also terminate.

                  (c)      Allocation of Reduction. Each reduction in the Total
Commitment hereunder shall be made ratably among the Lenders in accordance with
their respective Commitments. The Borrower shall pay to the Administrative Agent
for the account of the Lenders, on the date of each termination or reduction of
the Total Commitment, the Facility Fees on the amount of the Commitments so
terminated or reduced accrued through the date of such termination or reduction.

         Section 2.10. Prepayment Including Prepayment as a Result of a Change
of Control.

                  (a)      Optional Prepayment. The Borrower shall have the
right at any time and from time to time to prepay any Borrowing, in whole or in
part, upon giving telecopy notice (or telephone notice promptly confirmed by
telecopy) to the Administrative Agent: (i) before 11:00 a.m., New York, New York
time, three Business Days prior to prepayment, in the case of Fixed Rate Loans
which prepayment shall be accompanied by any amount owed under Section 8.05(b),
and (ii) before 11:00 a.m., New York, New York time, one Business Day prior to
prepayment, in the case of ABR Loans; provided, however, that each partial
prepayment shall be in an amount which is an integral multiple of $1,000,000 and
not less than $5,000,000. Each notice of prepayment shall specify the prepayment
date and the principal amount of each Borrowing (or portion thereof) to be
prepaid, shall be irrevocable and shall commit the Borrower to prepay such
Borrowing (or portion thereof) by the amount stated therein on the date stated
therein.

                  (b)      Required Prepayment upon Reduction or Termination of
Commitments. On the date of any termination or reduction of the Total Commitment
pursuant to Section 2.09, the Borrower shall pay or prepay so much of the
Borrowings as shall be necessary in order that the aggregate Dollar Equivalent
outstanding principal amount of the Loans will not exceed the sum of the Total
Commitment minus all Letter of Credit Liabilities, after giving effect to such
termination or reduction.

                  (c)      Prepayment Offer Required as a Result of a Change of
Control. At least 15 Business Days and not more than 90 days prior to the
occurrence of any Change of Control, the Borrower will give written notice
thereof to each Lender. Such notice shall contain (i) an offer by the Borrower
to prepay, on the date of such Change of Control or, if such notice shall be
delivered less than 35 days prior to the date of such

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 24

<PAGE>

Change of Control, on the date 35 days after the date of such notice (the
"Prepayment Date"), all Loans made by each Lender, together with interest
accrued thereon to the Prepayment Date and all other liquidated obligations owed
to such Lender under the terms hereof, (ii) the estimated amount of accrued
interest, showing in reasonable detail the calculation thereof and (iii) the
Borrower's estimate of the date on which such Change of Control shall occur.
Said offer shall be deemed to lapse as to any such Lender which has not replied
affirmatively thereto in writing within 35 days of the giving of such notice. As
soon as practicable (and in any event at least 24 hours) prior to such Change of
Control, the Borrower shall give written confirmation of the date thereof to
each such Lender that has affirmatively replied to the notice given pursuant to
the first sentence of this Section 2.10(c). Borrower shall, on the Prepayment
Date, prepay to each Lender that has affirmatively replied to the notice given
pursuant to the first sentence of this Section 2.10(c), all Loans then held by
such Lender together with accrued interest thereon and all other liquidated
obligations owed to such Lender under the terms hereof. Thereupon, each Lender
that shall have received such prepayment shall have no further obligation to
make Revolving Loans or participate in Swingline Loans or Letters of Credit
whether outstanding as of the Prepayment Date or made or issued after the
Prepayment Date and the Total Commitment shall be reduced by the amount of each
such Lender's Commitment.

         For the purposes of this Section 2.10(c), a "Change of Control" shall
be deemed to occur if any New Owner shall acquire beneficial ownership of shares
in the Borrower having Voting Rights pertaining thereto which would allow such
New Owner to elect more members of the Board of Directors than could be elected
by the exercise of all Voting Rights pertaining to shares in the Borrower then
owned beneficially by the Norris Family. As used in this Section 2.10(c):

                  "Voting Rights" pertaining to shares of a corporation means
the rights to cast votes for the election of directors of such corporation in
ordinary circumstances (without consideration of voting rights which exist only
in the event of contingencies).

                  "Norris Family" means all persons who are lineal descendants
of D.W. Norris (by birth or adoption), all spouses of such descendants, all
estates of such descendants or spouses which are in the course of
administration, all trusts for the benefit of such descendants or spouses, and
all corporations or other entities in which, directly or indirectly, such
descendants or spouses (either alone or in conjunction with other such
descendants or spouses) have the right, whether by ownership of stock or other
equity interests or otherwise, to direct the management and policies of such
corporations or other entities (each such person, spouse, estate, trust,
corporation or entity being referred to herein as a "member" of the Norris
Family). In addition, so long as any employee stock ownership plan exercises its
Voting Rights in the same manner as members of the Norris Family (exclusive of
employee stock ownership plans) who have a majority of the Voting Rights
exercised by all such members of the Norris Family, such employee stock
ownership plan shall be deemed a member of the Norris Family.

                  "New Owner" means any Person (other than a member of the
Norris Family), or any syndicate or group of Persons (exclusive of all members
of the Norris Family) which would be deemed a "person" for the purposes of
Section 13(d) of the Exchange Act, who directly or indirectly acquires shares in
the Borrower.

                  (d)      Outstandings in Excess of Commitments. If on any date
of a Borrowing, any Interest Payment Date, any date of the issuance of a Letter
of Credit, any date when a Compliance Certificate is delivered under Section
5.18(g) or any other date selected by the Administrative Agent, the (i)
Revolving Exposures exceed the Total Commitments; (ii) the Australian Dollar
Loans exceed a Dollar Equivalent amount of $25,000,000; or (iii) the Euro Loans
exceed a Dollar Equivalent amount of $25,000,000, then, in each case, Borrower
shall promptly repay to the Administrative Agent an amount equal to the
applicable excess.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 25

<PAGE>

                  (e)      Breakage Costs and Interest. All prepayments under
this Section 2.10 shall be subject to Section 8.05 but otherwise without premium
or penalty. All prepayments under this Section 2.10 shall be accompanied by
accrued interest on the principal amount being prepaid to the date of payment.

         Section 2.11. Reserve Requirements; Change in Circumstances.

                  (a)      Change in Law; Increased Cost. Notwithstanding any
other provision herein, if after the date of this Agreement any change in
applicable law or regulation or in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or administration
thereof (whether or not having the force of law) shall change the basis of
taxation of payments to any Issuing Bank or any Lender hereunder (except for
changes in respect of taxes on the overall net income of such Issuing Bank or
such Lender or its lending office imposed by the jurisdiction in which its
principal executive office or lending office is located), or shall result in the
imposition, modification or applicability of any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of or
credit extended by any Lender or any Issuing Bank, or shall result in the
imposition on any Lender, any Issuing Bank or any interbank market utilized to
determine the rate hereunder or any other condition affecting this Agreement,
such Lender's Commitment, any Loan made by such Lender or any Letter of Credit
or participation interest therein, and the result of any of the foregoing shall
be to increase the cost to such Lender or such Issuing Bank of making or
maintaining any Loan or issuing, maintaining or participating in any Letter of
Credit or to reduce the amount of any sum received or receivable by such Lender
or Issuing Bank hereunder (whether of principal, interest or otherwise) by an
amount deemed by such Lender or the Issuing Bank to be material, then the
Borrower shall, upon receipt of the notice and certificate provided for in
Section 2.11(c), promptly pay to such Lender or Issuing Bank, as applicable,
such additional amount or amounts as will compensate such Lender or Issuing Bank
for such additional costs incurred or reduction suffered.

                  (b)      Capital Adequacy. If any Lender or any Issuing Bank
shall have determined that the adoption after the date hereof of any other law,
rule, regulation or guideline regarding capital adequacy, or any change in any
of the foregoing or in the interpretation or administration of any of the
foregoing by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender (or any lending office of such Lender) or any Issuing Bank or any
Lender's or any Issuing Bank's holding company with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's or Issuing Bank's capital or on the
capital of such Lender's or Issuing Bank's holding company, if any, as a
consequence of this Agreement, such Lender's Commitment, the Loans made by such
Lender pursuant hereto, or any Letter of Credit or participation interest
therein to a level below that which such Lender or Issuing Bank or such Lender's
or Issuing Bank's holding company could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or Issuing Bank's
policies and the policies of such Lender's or Issuing Bank's holding company
with respect to capital adequacy) by an amount deemed by such Lender or Issuing
Bank to be material, then from time to time such additional amount or amounts as
will compensate such Lender or Issuing Bank for any such reduction suffered will
be paid by the Borrower to such Lender or Issuing Bank, as applicable.

                  (c)      Delivery of Certificate. A certificate of each
affected party setting forth such amount or amounts as shall be necessary to
compensate such party or its holding company as specified in paragraph (a) or
(b) above, as the case may be, and containing an explanation in reasonable
detail of the manner in which such amount or amounts shall have been determined,
shall be delivered to the Borrower, and shall be conclusive absent manifest
error. The Borrower shall pay each Lender and each Issuing Bank, as applicable,
the amount shown as due on any such certificate delivered by it within 10 days
after its receipt of the same. Each Lender and each Issuing Bank shall give
prompt notice to the Borrower of any event of which it has knowledge, occurring
after the date hereof, that it has determined will require compensation by the
Borrower

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 26

<PAGE>

pursuant to this Section; provided, however, that failure by such Lender or
Issuing Bank to give such notice shall not constitute a waiver of such party's
right to demand compensation hereunder.

                  (d)      No Waiver. Failure on the part of any party to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital of the type described in paragraph
(a) or (b) of this Section 2.11 with respect to any period shall not constitute
a waiver of such party's right to demand compensation with respect to such
period or any other period; provided, however, that neither any Lender nor any
Issuing Bank shall be entitled to compensation under this Section 2.11 for any
costs incurred or reductions suffered with respect to any date unless it shall
have notified the Borrower that it will demand compensation for such costs or
reductions under paragraph (c) above not more than 90 days after the later of
(i) such date and (ii) the date on which it shall have become aware of such
costs or reductions. The protection of this Section shall be available to each
Lender and each Issuing Bank regardless of any possible contention of the
invalidity or inapplicability of the law, rule, regulation, guideline or other
change or condition which shall have occurred or been imposed.

                  (e)      Change of Lending Office. Each Lender and each
Issuing Bank agrees that it will designate a different lending or issuing
office, as applicable, if such designation will avoid the need for, or reduce
the amount of, compensation payable under this Section 2.11 and will not, in its
reasonable judgment, be disadvantageous to its interests.

         Section 2.12. Change in Legality; Unavailability of Available Currency.

                  (a)      Illegality. Notwithstanding any other provision
herein, if any change in any law or regulation or in the interpretation thereof
by any Governmental Authority charged with the administration or interpretation
thereof shall make it unlawful for any Lender to make or maintain any Fixed Rate
Loan or to give effect to its obligations as contemplated hereby with respect to
any Fixed Rate Loan, then, by written notice to the Borrower and to the
Administrative Agent, such Lender may:

                           (i)      declare that the applicable Fixed Rate Loans
will not thereafter be made by such Lender hereunder, whereupon any request for
such a Fixed Rate Borrowing shall, as to such Lender only, be deemed a request
for an ABR Dollar Loan unless such declaration shall be subsequently withdrawn
(any Lender delivering such a declaration hereby agreeing to withdraw such
declaration promptly upon determining that such event of illegality no longer
exists); and

                           (ii)     require that all outstanding Fixed Rate
Loans affected by the illegality made by it be either (A), if such Loans are
Dollar Loans, Converted to ABR Loans, in which event all such Fixed Rate Loans
shall be automatically Converted to ABR Loans as of the effective date of such
notice as provided below, or (B) repaid if such Fixed Rate Loan is a Euro Loan
or an Australian Dollar Loan.

                  In the event any Lender shall exercise its rights under
clauses (i) or (ii) above, all payments and prepayments of principal which would
otherwise have been applied to repay the affected Fixed Rate Loans that would
have been made by such Lender or the Converted Fixed Rate Loans of such Lender
shall instead be applied to repay the ABR Loans made by such Lender in lieu of,
or resulting from the Conversion of, such Fixed Rate Loans. For purposes of this
Section 2.12 (a), a notice by any Lender shall be effective as to each Fixed
Rate Loan, if lawful, on the last day of the Interest Period currently
applicable to such Fixed Rate Loan; in all other cases such notice shall be
effective on the date of receipt.

                  (b)      Unavailability of Foreign Currency Loans.
Notwithstanding any other provision herein, if any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for the Swingline Lender to make or maintain any Euro Loan or Australian Dollar
Loan or to give effect to its obligations as contemplated

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 27

<PAGE>

hereby with respect to any such Loan or in the event that there shall occur any
material adverse change in national or international financial, political or
economic conditions or currency exchange rates or exchange controls which would
in the opinion of the Swingline Lender make it impracticable for Swingline Loans
to be denominated in either the Euro or Australian Dollars, then, by written
notice to the Borrower and to the Administrative Agent, the Swingline Lender
may:

                           (i)      declare that such Loans will not thereafter
be made, whereupon any request for such a Borrowing shall be deemed a request
for a Dollar ABR Loan unless such declaration shall be subsequently withdrawn
(the Swingline Lender agreeing to withdraw such declaration promptly upon
determining that the applicable event or condition no longer exists); and

                           (ii)     require that all outstanding Euro Loans or
Australian Dollar Loans so affected be repaid.

         Section 2.13. Pro Rata Treatment. Each Borrowing, each payment or
prepayment of principal of any Borrowing, each payment of interest on the Loans,
each payment of the Facility Fees, each Conversion or Continuation of any Loans,
and each reduction of the Total Commitment, shall be allocated pro rata among
the Lenders in accordance with their respective Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans) except: (a) as required
under Sections 2.12, 2.15 and 2.17 or as otherwise expressly provided herein;
(b) with respect to Swingline Borrowings and Swingline Loans; and (c) if
interest shall accrue on any portion of a Borrowing held by a Lender at a rate
different from the rate applicable to the other Lenders, payment and
distribution of interest shall be based on the respective accrual rates
applicable to such Borrowing.

         Section 2.14. Sharing of Setoffs. Subject to the terms of the
Intercreditor Agreement which shall have precedence over any conflicting
provisions in this Section 2.14, each Lender agrees that if it shall, through
the exercise of a right of banker's lien, setoff or counterclaim, or pursuant to
a secured claim under Section 506 of Title 11 of the United States Code or other
security or interest arising from, or in lieu of, such secured claim, received
by such Lender under any applicable bankruptcy, insolvency or other similar law
or otherwise, or by any other means, obtain payment (voluntary or involuntary)
in respect of any amounts due hereunder as a result of which the unpaid
principal portion of such amount shall be proportionately less than the unpaid
principal portion of such amount owed to any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in
such amounts of such other Lender, so that the aggregate unpaid principal amount
of the obligations owed by the Borrower hereunder and participations in such
obligations held by each Lender shall be in the same proportion to the aggregate
unpaid principal amount of all obligations owed by the Borrower hereunder then
outstanding as the principal amount of such obligations prior to such exercise
of banker's lien, setoff or counterclaim or other event was to the principal
amount of all such obligations outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that, if any
such purchase or purchases or adjustments shall be made pursuant to this Section
2.14 and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of such
recovery and the purchase price or prices or adjustment restored without
interest. The Borrower expressly consents to the foregoing arrangements and
agrees that any Lender holding a participation in the obligations owed hereunder
deemed to have been so purchased may exercise any and all rights of banker's
lien, setoff or counterclaim with respect to any and all moneys owing by the
Borrower to such Lender by reason thereof as fully as if such Lender had made a
Loan in the amount of such participation.

         Section 2.15. Payments. The Borrower shall make each payment (including
principal of or interest on any Borrowing or any Fees or other amounts
hereunder) from an account in the United States (or such other account in such
other jurisdiction as the Administrative Agent may designate for such purpose)
not later than 12:00 noon, New York, New York time, on the date when due in the
applicable Available Currency to the

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 28

<PAGE>

Administrative Agent at its offices at 712 Main Street, Houston, TX 77002 or, in
the case of payments to be made directly to another party hereto in accordance
with the terms hereof, to such party as such party shall direct, in each case,
in immediately available funds. All payments made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, such payment may be made on
the next succeeding Business Day, and such extension of time shall in such case
be included in the computation of interest or Fees, if applicable. Payments of
principal and interest on or in respect of the Swingline Loans received by the
Administrative Agent shall be paid to the Swingline Lender except that any
amounts received in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Revolving Lenders that shall have funded their participation
interests therein and to the Swingline Lender, as their interests may appear.
Payments made in respect of the LC Disbursements received by the Administrative
Agent shall be paid to the applicable Issuing Bank except that any amounts
received in respect of any LC Disbursement after receipt by such Issuing Bank of
the proceeds of a sale of participations therein shall be promptly remitted to
the Revolving Lenders that shall have funded their participation interests
therein and to the applicable Issuing Bank, as their interests may appear.

         Section 2.16. Taxes

                  (a)      Payment of Taxes; Gross Up. Any and all payments of
principal and interest on any Borrowings, or of any Fees or indemnity or expense
reimbursements by the Borrower under any Loan Document and any other payments by
Borrower or any Obligated Party under the Loan Documents ("Borrower Payments")
shall be made, in accordance with Section 2.15, free and clear of and without
deduction for any and all current or future federal, state, local and other
governmental taxes, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect to the Borrower Payments, but only to the extent
reasonably attributable to the Borrower Payments, excluding (i) income taxes
imposed on the net income of the Administrative Agent, any Issuing Bank or any
Lender (or any transferee or assignee thereof, including a participation holder
(any such entity a "Transferee")) and (ii) franchise taxes imposed on the net
income of the Administrative Agent, any Issuing Bank or any Lender (or
Transferee), in each case by the jurisdiction under the laws of which such party
(or Transferee) is organized or doing business through offices or branches
located therein, or any political subdivision thereof (all such nonexcluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities,
collectively or individually, "Taxes"). If the Borrower shall be required to
deduct any Taxes from or in respect of any sum payable hereunder to the
Administrative Agent, any Issuing Bank or any Lender (or any Transferee), (i)
the sum payable shall be increased by the amount (an "additional amount")
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.16) such party (or
Transferee) (as the case may be) shall receive an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

                  (b)      Other Taxes. In addition, the Borrower shall pay to
the relevant Governmental Authority in accordance with applicable law any
current or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
from the execution, delivery or registration of, or otherwise with respect to,
any Loan Document ("Other Taxes").

                  (c)      Tax Indemnification. The Borrower shall indemnify the
Administrative Agent, each Issuing Bank and each Lender (or Transferee thereof)
for the full amount of Taxes and Other Taxes with respect to Borrower Payments
paid to such party and any liability (including penalties, interest and expenses
(including reasonable attorney's fees and expenses)) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted by the relevant Governmental Authority. A certificate setting
forth and containing an explanation in reasonable detail of the manner in which
such amount

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<PAGE>

shall have been determined and the amount of such payment or liability prepared
by the Administrative Agent, an Issuing Bank or a Lender, absent manifest error,
shall be final, conclusive and binding for all purposes. Such indemnification
shall be made within 30 days after the date the applicable party makes written
demand therefor.

                  (d)      Tax Refund. If the Administrative Agent, an Issuing
Bank or a Lender (or Transferee) shall become aware that it is entitled to claim
a refund from a Governmental Authority in respect of Taxes or Other Taxes as to
which it has been indemnified by the Borrower, or with respect to which the
Borrower has paid additional amounts, pursuant to this Section 2.16, it shall
promptly notify the Borrower of the availability of such refund claim and shall,
within 30 days after receipt of a request by the Borrower, make a claim to such
Governmental Authority for such refund at the Borrower's expense. If such party
receives a refund (including pursuant to a claim for refund made pursuant to the
preceding sentence) in respect of any Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower had paid
additional amounts pursuant to this Section 2.16, it shall within 30 days from
the date of such receipt pay over such refund to the Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower
under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to
such refund), net of all of its out - of - pocket expenses and without interest
(other than interest paid by the relevant Governmental Authority with respect to
such refund); provided, however, that the Borrower, upon the request of such
party, agrees to repay the amount paid over to the Borrower (plus penalties,
interest or other charges) under this Section 2.16(d) in the event the party is
required to repay such refund to such Governmental Authority.

                  (e)      Tax Receipts. As soon as practicable, but in any
event within 30 days, after the date of any payment of Taxes or Other Taxes by
the Borrower to the relevant Governmental Authority, the Borrower will deliver
to the Administrative Agent, at its address referred to in Section 8.01, the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing payment thereof.

                  (f)      Survival. Without prejudice to the survival of any
other agreement contained herein, the agreements and obligations contained in
this Section 2.16 shall survive the payment in full of all Revolving Exposure
and the termination of the Commitments hereunder.

                  (g)      Tax Withholding Exemptions. Each Lender (or
Transferee) that is organized under the laws of a jurisdiction other than the
United States, any State thereof or the District of Columbia (a "Non - U.S.
Lender") shall deliver to the Borrower and the Administrative Agent two copies
of the applicable United States Internal Revenue Service Form, properly
completed and duly executed by such Non - U.S. Lender claiming complete
exemption from, or reduced rate of, United States Federal withholding tax on
payments by the Borrower under this Agreement. Such forms shall be delivered by
each Non - U.S. Lender on or before the date it becomes a party to this
Agreement (or, in the case of a Transferee that is a participation holder, on or
before the date such participation holder becomes a Transferee hereunder) and on
or before the date, if any, such Non - U.S. Lender changes its applicable
lending office by designating a different lending office (a "New Lending
Office"). In addition, each Non - U.S. Lender shall deliver such forms promptly
upon the obsolescence or invalidity of any form previously delivered by such Non
- U.S. Lender. Notwithstanding any other provision of this Section 2.16(g), a
Non - U.S. Lender shall not be required to deliver any form pursuant to this
Section 2.16(g) that such Non - U.S. Lender is not legally able to deliver.

                  (h)      Failure to Deliver Forms. The Borrower shall not be
required to indemnify any Non - U.S. Lender (including any Transferee), or to
pay any additional amounts to any Non - U.S. Lender (including any Transferee),
in respect of federal, state, local or other governmental withholding tax
pursuant to paragraph (a) or (c) above to the extent that (i) the obligation to
withhold amounts with respect to federal, state, local or other governmental
withholding tax existed on the date such Non - U.S. Lender became a party to
this Agreement (or, in the case of a Transferee that is a participation holder,
on the date such participation holder became a Transferee hereunder), or, with
respect to payments to a New Lending Office, the date such Non -

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U.S. Lender designated such New Lending Office with respect to a Loan; provided,
however, that this clause (h) shall not apply to any Transferee or New Lending
Office that becomes a Transferee or New Lending Office as a result of an
assignment, participation, transfer or designation made at the request of the
Borrower; and provided further, however, that this clause (h) shall not apply to
the extent the indemnity payment or additional amounts any Transferee, or Lender
(or Transferee) through a New Lending Office, would be entitled to receive
(without regard to this clause (h)) do not exceed the indemnity payment or
additional amounts that the Person making the assignment, participation or
transfer to such Transferee, or Lender (or Transferee) making the designation of
such New Lending Office, would have been entitled to receive in the absence of
such assignment, participation, transfer or designation or (ii) the obligation
to pay such additional amounts or such indemnity payments would not have arisen
but for a failure by such Non - U.S. Lender (including any Transferee) to comply
with the provisions of paragraph (g) above and (i) below.

                  (i)      Mitigation by Lenders. The Administrative Agent, any
Issuing Bank or any Lender (or Transferee) claiming any indemnity payment or
additional amounts payable pursuant to this Section 2.16 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document reasonably requested in writing by the Borrower or to
change the jurisdiction of its applicable lending office if the making of such a
filing or change would avoid the need for or reduce the amount of any such
indemnity payment or additional amounts that may thereafter accrue and would
not, in the good faith determination of the Administrative Agent, such Issuing
Bank or such Lender (or Transferee), be otherwise disadvantageous to its
interests.

                  (j)      No Requirement to Deliver Tax Returns. Nothing
contained in this Section 2.16 shall require the Administrative Agent, any
Issuing Bank or any Lender (or Transferee) to make available to the Borrower any
of its tax returns (or any other information) that it deems to be confidential
or proprietary subject however to the provisions of Section 8.14.

         Section 2.17. Assignment of Commitments Under Certain Circumstances. In
the event that any Lender shall have delivered a notice or certificate pursuant
to Section 2.11 or 2.12, or the Borrower shall be required to make additional
payments to any Lender under Section 2.16, the Borrower shall have the right, at
its own expense, upon notice to such Lender and the Administrative Agent, to
require such Lender to transfer and assign without recourse (in accordance with
and subject to the restrictions contained in Section 8.04) all such Lender's
interests, rights and obligations contained hereunder to another financial
institution approved by the Administrative Agent and the Borrower (which
approval shall not be unreasonably withheld) which shall assume such
obligations; provided that (i) no such assignment shall conflict with any law,
rule or regulation or order of any Governmental Authority; and (ii) the assignee
or the Borrower, as the case may be, shall pay to the affected Lender in
immediately available funds on the date of such assignment, the principal of and
interest accrued to the date of payment on the Loans made by it hereunder and
all other amounts accrued for its account or owed to it hereunder.

         Section 2.18. Payments by Administrative Agent to the Lenders. Any
payment received by the Administrative Agent hereunder or under any other Loan
Document for the account of a Lender or an Issuing Bank shall be paid to such
party by 4:00 p.m. New York, New York time on (a) the Business Day the payment
is received in immediately available funds, if such payment is received by 11:00
a.m. New York, New York time and (b) if such payment is received after 11:00
a.m. New York, New York time, on the next Business Day.

         Section 2.19. Letters of Credit. Subject to the terms and conditions
set forth herein, the Borrower may request the issuance of letters of credit
(each such letter of credit, along with each Existing Letter of Credit, herein a
"Letter of Credit") for its own account and for its or a Subsidiary's benefit,
payable in Dollars (or if then approved by an Issuing Bank, in another Available
Currency) in a form reasonably acceptable to the Administrative Agent and the
applicable Issuing Bank, at any time and from time to time on and after the date

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hereof until the earlier of five Business Days prior to the Maturity Date or the
termination of the Commitments hereunder. If the Borrower requests JPMorgan to
issue a Letter of Credit, JPMorgan agrees to issue the Letter of Credit subject
to the terms and conditions of this Agreement (including, those contained in
clause (a) below and those contained in Section 4.01) and provided that (i) the
terms and provisions of such Letter of Credit are satisfactory to JPMorgan and
otherwise comply with the terms hereof, (ii) such Letter of Credit supports a
transaction acceptable to JPMorgan and (iii) such Letter of Credit is issued
pursuant to such documentation as JPMorgan may require. The Borrower may request
any Issuing Bank to issue a Letter of Credit. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, an Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

                  (a)      Notice of Issuance, Amendment, Renewal, Extension;
Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable
Issuing Bank) to the applicable Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (b) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by an Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form (or in such
other form as may be mutually agreed between the Borrower and the Issuing Bank)
in connection with any request for a Letter of Credit. A Letter of Credit shall
be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the Letter of Credit Liabilities shall not exceed a
Dollar Equivalent amount equal to $100,000,000 and (ii) the total Revolving
Exposures of all Lenders shall not exceed the Total Commitment.

                  (b)      Expiration Date. Each Letter of Credit shall expire
at or prior to the close of business on the date that is five Business Days
prior to the Maturity Date.

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

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<PAGE>

care should have known) that the conditions to the issuance of the Letter of
Credit were not satisfied or (B) the applicable Issuing Bank failed to exercise
care when determining whether drafts and other documents presented under the
Letter of Credit complied with the terms thereof, and (ii) a Revolving Lender
shall not have an obligation to acquire or fund a participation in a Letter of
Credit if that obligation of the Revolving Lender has been terminated or
assigned to another Person in accordance with Section 2.10(c), Section 2.17 or
Section 8.04. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of such Issuing Bank (as finally
determined by a court of competent jurisdiction), an Issuing Bank shall be
deemed to have exercised care.

                  (d)      Reimbursement. If an Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement in the currency in which it is denominated not later than 12:00
noon, New York, New York time, on the date that such LC Disbursement is made, if
the Borrower shall have received notice of such LC Disbursement prior to 10:00
a.m., New York, New York time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than
12:00 noon, New York, New York time, on (i) the Business Day that the Borrower
receives such notice, if such notice is received prior to 10:00 a.m., New York,
New York time, on the day of receipt, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that the Borrower
may, subject to the conditions to borrowing set forth herein, request that such
payment be financed with a Loan in an equivalent amount in the applicable
Available Currency, and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting Loan. If the
Borrower fails to make such reimbursement payment when due, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the Dollar
Equivalent amount of the payment then due from the Borrower in respect thereof
and such Lender's Applicable Percentage thereof. Promptly following receipt of
such notice, each Revolving Lender shall pay to the Administrative Agent the
Dollar Equivalent amount of its Applicable Percentage of the reimbursement
payment then due from the Borrower in Dollars, and the Administrative Agent
shall promptly pay to the applicable Issuing Bank the amounts so received by it
from the Revolving Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders
and the applicable Issuing Bank as their interests may appear. Any payment made
by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank
for any LC Disbursement (other than the funding of a Loan as contemplated above)
shall not constitute a Loan and shall not relieve the Borrower of its obligation
to reimburse such LC Disbursement.

                  (e)      Obligations Absolute. The Borrower's obligations to
reimburse LC Disbursements as provided in paragraph (d) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their
respective Related Parties, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in

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<PAGE>

transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of an Issuing Bank; provided
that the foregoing shall not be construed to excuse an Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by an Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or willful misconduct on the part of an Issuing Bank (as
finally determined by a court of competent jurisdiction), each Issuing Bank
shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

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

                  (g)      Interim Interest. If an Issuing Bank shall make any
LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made in accordance with paragraph
(d) of this Section, the unpaid amount thereof shall bear interest, for each day
from and including the date such LC Disbursement is made to but excluding the
date that the Borrower reimburses such LC Disbursement, at the rate per annum
then applicable to ABR Loans or if the Available Currency applicable to such LC
Disbursement is either the Euro or Australian Dollars, at the rate per annum
applicable to Fixed Rate Loans applicable to such currency with a one month
Interest Period, as the same may change each day; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (d) of
this Section, then Section 2.07 shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Lender pursuant to
paragraph (c) of this Section to reimburse such Issuing Bank shall be for the
account of such Lender to the extent of such payment.

         Section 2.20. Increase of Commitments. By written notice sent to the
Administrative Agent (which the Administrative Agent shall promptly distribute
to the Lenders), the Borrower may request an increase of the Total Commitments:
(i) by an aggregate amount equal to any integral multiple of $5,000,000 and not
less than $10,000,000 and (ii) by an aggregate amount not to exceed $50,000,000;
provided that (i) no Default or Event of Default shall have occurred and be
continuing, (ii) the Total Commitments shall not have been reduced, nor shall
the Borrower have given notice of any such reduction under Section 2.09(b), and
(iii) the Total Commitments shall not previously have been increased pursuant to
this Section 2.20 more than three (3) times. If one or more of the Lenders is
not increasing its Commitment, then, with notice to the Administrative Agent and
the other Lenders, another one or more financial institutions, each as approved
by the Borrower and the Administrative Agent (a "New Lender"), may commit to
provide an amount equal to the aggregate amount of the requested increase that
will not be provided by the existing Lenders (the "Increase Amount"); provided,
that the Commitment of each New Lender shall be at least $5,000,000 and the
maximum number of New Lenders shall be three (3). Upon receipt of notice from
the Administrative Agent to the Lenders and the

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Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to
commit to an aggregate amount equal to the Increase Amount (or such lesser
amount as the Borrower shall agree, which shall be at least $10,000,000 and an
integral multiple of $5,000,000 in excess thereof), then: provided that no
Default or Event of Default exists at such time or after giving effect to the
requested increase, the Borrower, the Administrative Agent and the Lenders
willing to increase their respective Commitments and the New Lenders (if any)
shall execute and deliver an Increased Commitment Supplement (herein so called)
in the form attached hereto as Exhibit G. If all existing Lenders shall not have
provided their pro rata portion of the requested Increase Amount, the Loans will
not be held pro rata by the Lenders in accordance with the Applicable
Percentages determined hereunder. To remedy the foregoing, on the date of the
effectiveness of the Increased Commitment Supplement, the Revolving Lenders
shall make advances among themselves so that after giving effect thereto the
Revolving Loans will be held by the Revolving Lenders, pro rata in accordance
with the Applicable Percentages hereunder. The advances so made by each Lender
whose Applicable Percentage has increased as a result of the changes to the
Total Commitment shall be deemed to be a purchase of a corresponding amount of
the Loans of the Revolving Lender or Lenders whose Applicable Percentages have
decreased. The advances made under this Section 2.20 shall be ABR Loans made
under each Revolving Lender's Commitment. All advances made under this Section
2.20 shall be made through the Administrative Agent.

                                   ARTICLE 3.

                         REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants to each of the Lenders and Issuing
Banks as follows:

         Section 3.01. Organization; Powers. Borrower (a) is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite power and authority to
own its property and assets and to carry on its business as now conducted and as
proposed to be conducted, (c) is qualified to do business in every jurisdiction
where such qualification is required, except where the failure so to qualify
would not result in a Material Adverse Effect, and (d) has the corporate power
and authority to execute, deliver and perform its obligations under this
Agreement and to borrow hereunder.

         Section 3.02. Authorization. The execution, delivery and performance by
the Borrower of the Loan Documents to which it is a party, the Borrowings
hereunder, the pledge of the stock of certain Subsidiaries under the Pledge
Agreement, the issuance of Letters of Credit hereunder and the other
transactions contemplated by the Loan Documents (collectively, the
"Transactions"): (a) have been duly authorized by all requisite corporate action
and (b) will not (i) violate (A) any provision of any law, statute, rule or
regulation to which any Obligated Party is subject or of the certificate of
incorporation or other constituent documents or by - laws of the Borrower or any
of its Subsidiaries, (B) any order of any Governmental Authority or (C) any
provision of any Material indenture, agreement or other instrument to which the
Borrower or any of its Subsidiaries is a party or by which it or any of its
property is or may be bound (including the Senior Note Purchase Agreements and
the Indebtedness limitations set forth in any Senior Note Purchase Agreement),
(ii) be in conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument or (iii) result in the creation or imposition of any Lien
upon any property or assets of the Borrower or any of its Subsidiaries, except
as contemplated by the Pledge Agreement.

         Section 3.03. Enforceability. This Agreement constitutes a legal, valid
and binding obligation of the Borrower enforceable in accordance with its terms,
as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

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         Section 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or other action by any Governmental Authority is
or will be required in connection with the Transactions, to the extent they
relate to the Borrower.

         Section 3.05. Organization and Ownership of Shares of Subsidiaries.

                  (a)      Schedule 3.05 is (except as noted therein) a complete
and correct list of the Borrower's Subsidiaries as of September 11, 2003
showing, as to each Subsidiary, the correct name thereof, the jurisdiction of
its organization, the percentage of Equity Interests owned by the Borrower and
each other Subsidiary, and specifying whether such Subsidiary is a Material
Subsidiary. Schedule 3.05A correctly sets forth the authorized, issued, and
outstanding Equity Interest of each Material Subsidiary and LGL Australia (US)
Inc. All of the outstanding Equity Interests of each Material Subsidiary and LGL
Australia (US) Inc. have been validly issued, are fully paid, and are
nonassessable. There are no outstanding subscriptions, options, warrants, calls,
or rights (including preemptive rights) to acquire, and no outstanding
securities or instruments convertible into, any Equity Interest of any Material
Subsidiary or LGL Australia (US) Inc..

                  (b)      All of the outstanding shares of capital stock or
similar Equity Interests of each Subsidiary shown in Schedule 3.05 as being
owned by the Borrower and its Subsidiaries have been validly issued, are fully
paid and nonassessable and are owned by the Borrower or another Subsidiary free
and clear of any Lien (except as otherwise disclosed in Schedule 5.13).

                  (c)      Each Subsidiary identified in Schedule 3.05 is a
corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign corporation or other legal entity and is in good standing
in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good
standing would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Each such Subsidiary has the corporate or other
power and authority to own or hold under lease the properties it purports to own
or hold under lease and to transact the business it transacts and proposes to
transact.

         Section 3.06. Financial Statements. The Borrower has delivered to some
or all of the Lenders copies of the financial statements of the Borrower and its
Subsidiaries listed on Schedule 3.06. All of the financial statements listed on
Schedule 3.06 (including in each case the related schedules and notes) fairly
present in all material respects the consolidated financial position of the
Borrower and its Subsidiaries, as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year - end adjustments). Except as disclosed in the financial statements
listed in Schedule 3.06 or the most recently delivered financial statements
delivered in accordance with Section 5.18, since June 30, 2003, there has been
no change in the financial condition, operations, business, properties or
prospects of the Borrower or any of its Subsidiaries except changes that
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect. There is no fact known to the Borrower that could
reasonably be expected to have a Material Adverse Effect that has not been set
forth herein or in the financial statements listed in Schedule 3.06.

         Section 3.07. Litigation; Observance of Statutes and Orders.

                  (a)      There are no actions, suits or proceedings pending
or, to the knowledge of the Borrower, threatened against or affecting the
Borrower or any Subsidiary or any property of the Borrower or any Subsidiary in
any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 36

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                  (b)      Neither the Borrower nor any Subsidiary is in default
under any agreement or instrument to which it is a party or by which it is
bound, or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance, rule
or regulation (including Environmental Laws) of any Governmental Authority,
which default or violation, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.

         Section 3.08. Taxes. The Borrower and its Subsidiaries have filed all
income tax returns that are required to have been filed in any jurisdiction, and
have paid all taxes shown to be due and payable on such returns and all other
taxes and assessments payable by them, to the extent such taxes and assessments
have become due and payable and before they have become delinquent, except for
any taxes and assessments (i) the amount of which is not individually or in the
aggregate Material or (ii) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which the Borrower or a Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP. The Federal income tax
liabilities of the Borrower and its Subsidiaries have been determined by the
Internal Revenue Service and paid for all fiscal years up to and including the
fiscal year ended December 31, 1998.

         Section 3.09. Title to Property; Leases. The Borrower and its
Subsidiaries have good and sufficient title to their respective Material
properties, including all such properties reflected in the most recent audited
balance sheet referred to in Section 3.06 or purported to have been acquired by
the Borrower or any Subsidiary after said date (except as sold or otherwise
disposed of in the ordinary course of business), in each case free and clear of
Liens prohibited by this Agreement, except for those defects in title and Liens
that, individually or in the aggregate, would not have a Material Adverse
Effect. All Material leases are valid and subsisting and are in full force and
effect in all material respects.

         Section 3.10. Licenses, Permits, etc. The Borrower and its Subsidiaries
own or possess all licenses, permits, franchises, authorizations, patents,
copyrights, service marks, trademarks and trade names, or rights thereto, that
are Material, without known conflict with the rights of others, except for those
conflicts that, individually or in the aggregate, would not have a Material
Adverse Effect.

         Section 3.11. Compliance with ERISA.

                  (a)      The Borrower and each ERISA Affiliate have operated
and administered each Plan in compliance with all applicable laws except for
such instances of noncompliance as have not resulted in and could not reasonably
be expected to result in a Material Adverse Effect. Neither the Borrower nor any
ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or
the penalty or excise tax provisions of the Code relating to employee benefit
plans (as defined in Section 3 of ERISA), and no event, transaction or condition
has occurred or exists that would reasonably be expected to result in the
incurrence of any such liability by the Borrower or any ERISA Affiliate, or in
the imposition of any Lien on any of the rights, properties or assets of the
Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or
412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.

                  (b)      The present value of the aggregate accrued plan
benefit liabilities under each of the Plans that are subject to Title IV of
ERISA (other than Multiemployer Plans), determined in accordance with Financial
Accounting Standards Board Statement No. 87 as of the end of such Plan's most
recently ended plan year on the basis of the actuarial assumptions specified for
funding purposes in such Plan's most recent actuarial valuation report, did not
exceed the aggregate current value of the assets of such Plan allocable to such
benefit liabilities by more than $3,000,000 in the case of any single Plan and
by more than $3,000,000 in the aggregate for all Plans.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 37

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                  (c)      The Borrower and its ERISA Affiliates have not
incurred withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer
Plans that individually or in the aggregate are Material.

                  (d)      The expected post - retirement benefit obligation
(determined as of the last day of the Borrower's most recently ended fiscal year
in accordance with Financial Accounting Standards Board Statement No. 106,
without regard to liabilities attributable to continuation coverage mandated by
Section 4980B of the Code) of the Borrower and its Subsidiaries was
approximately $13,472,000 as of December 31, 2002.

         Section 3.12. Use of Proceeds; Margin Regulation. The Borrower will
apply the proceeds of the Loans to refinance existing indebtedness, to make
acquisitions, for capital expenditures, for working capital and for other
general corporate purposes. The Letters of Credit shall be issued to support
transactions of the Borrower and the Subsidiaries entered into in the ordinary
course of business. No part of the proceeds from the Loans will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation U of the Board (12 CFR 221), or for the purpose
of buying or carrying or trading in any securities under such circumstances as
to involve the Borrower in a violation of Regulation X of the Board (12 CFR 224)
or to involve any broker or dealer in a violation of Regulation T of the Board
(12 CFR 220). Margin stock does not constitute more than 5% of the value of the
consolidated assets of the Borrower and its Subsidiaries and the Borrower does
not have any present intention that margin stock will constitute more than 5% of
the value of such assets. As used in this Section, the terms "margin stock" and
"purpose of buying or carrying" shall have the meanings assigned to them in said
Regulation U.

         Section 3.13. Existing Indebtedness. Except as described therein,
Schedule 3.13 sets forth a complete and correct list of all outstanding
Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness of
Subsidiaries to the Borrower or to Wholly - Owned Subsidiaries) as of June 30,
2003, since which date there has been no Material change in the amounts,
interest rates, sinking funds, installment payments or maturities of the
Indebtedness of the Borrower or its Subsidiaries. Neither the Borrower nor any
Subsidiary is in default, and no waiver of default is currently in effect, in
the payment of any principal or interest on any Indebtedness of the Borrower or
such Subsidiary, and no event or condition exists with respect to any
Indebtedness of the Borrower or any Subsidiary the outstanding principal amount
of which exceeds $3,000,000 in the aggregate that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause
such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment. To the knowledge of the Responsible
Officers of the Borrower, no event or condition exists with respect to any
Indebtedness of the Borrower or any Subsidiary that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause
such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.

         Section 3.14. Foreign Assets Control Regulations, etc. The use of the
proceeds of the Loans will not violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

         Section 3.15. Status under Certain Statutes. Neither the Borrower nor
any Subsidiary is subject to regulation under the Investment Company Act of
1940, as amended, the Public Utility Holding Company Act of 1935, as amended,
the Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

         Section 3.16. No Material Misstatements. No report, financial statement
or other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender pursuant to or in connection with this
Agreement contains or will contain any material misstatement of fact or omits or
will omit

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 38

<PAGE>

to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were or will be made, not
misleading.

         Section 3.17. Senior Debt. The Loans, the interest thereon, and the LC
Disbursements are "Senior Indebtedness" under the terms of the Subordinated
Notes.

                                   ARTICLE 4.

                              CONDITIONS OF LENDING

         Section 4.01. All Borrowings. The effectiveness of the amendment and
restatement of the Prior Credit Agreement as contemplated hereby and the
effectiveness of the obligations of the Lenders to make additional Loans after
the Effective Date and the agreement of an Issuing Bank to issue, amend, renew
or extend Letters of Credit are subject to the satisfaction of the following
conditions on the date of each Borrowing, or issuance, amendment or other
modification:

                  (a)      The Administrative Agent shall have received a notice
of such Borrowing, issuance, amendment or other modification as required by
Section 2.03 or 2.19(a), as applicable.

                  (b)      The representations and warranties set forth in
Article 3 shall be true and correct in all material respects on and as of the
date of such Borrowing, issuance, amendment or other modification with the same
effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date.

                  (c)      At the time of and immediately after such Borrowing,
issuance, amendment or other modification no Event of Default or Default shall
have occurred and be continuing.

                  (d)      At the time of and immediately after such Borrowing,
issuance, amendment or other modification, the Revolving Exposures shall not
exceed the Total Commitments, the Dollar Equivalent amount of all Australian
Dollar Loans shall not exceed $25,000,000 and the Dollar Equivalent amount of
all Euro Loans shall not exceed $25,000,000.

Each Borrowing and each issuance, amendment or other modification of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date of such Borrowing, issuance, amendment or other
modification as to the matters specified in paragraphs (b), (c) and (d) of this
Section 4.01.

         Section 4.02. Effective Date. The effectiveness of the amendment and
restatement of the Prior Credit Agreement as contemplated hereby and the
effectiveness of the obligations of the Lenders to make Loans hereunder on the
Effective Date and the agreement of an Issuing Bank to issue, amend, renew or
extend Letters of Credit are subject to the following conditions being satisfied
on or before September 15, 2003, and such obligations shall not be effective
until the date that each such condition is satisfied (the "Effective Date"):

                  (a)      The Administrative Agent shall have received the
following favorable written opinions of counsel dated the Effective Date and
addressed to the Lenders and satisfactory to Jenkens & Gilchrist, a Professional
Corporation, counsel for the Administrative Agent (and the Borrower hereby
instructs its counsel to deliver such opinions to the Administrative Agent for
the benefit of the Lenders): (i) from counsel to the Borrower to the effect set
forth in Exhibit C hereto; and (ii) from counsel to the Insurance Subsidiary as
to the matters relating to it set forth on Exhibit C hereto.

                  (b)      The Administrative Agent shall have received all of
the following: (i) a certificate as to the existence and good standing of each
Obligated Party and the Insurance Subsidiary issued by the

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 39

<PAGE>

Secretary of State or other applicable Governmental Authority of its
jurisdiction of incorporation or organization as of a recent date; (ii) a
certificate of the Secretary or an Assistant Secretary or other authorized
officer of each Obligated Party and the Insurance Subsidiary dated the Effective
Date and certifying (A) that attached thereto is a true and complete copy (or
identifying a previously delivered copy) of its by - laws or other similar
internal governing document as in effect on the Effective Date and at all times
since the date of the resolutions described in clause (B) below, (B) with
respect to each Obligated Party, that attached thereto is a true and complete
copy of its resolutions or similar evidence of authority, duly adopted by its
board of directors (or similar governing authority) authorizing its execution,
delivery and performance of the Loan Documents to which it is a party and the
Transactions, and that such resolutions or similar evidence of authority have
not been modified, rescinded or amended and are in full force and effect, (C)
that attached thereto is a true and complete copy (or identifying a previously
delivered copy) of the certificate of incorporation or other similar internal
governing document, as in effect as of the Effective Date, of each Obligated
Party and the Insurance Subsidiary, and (D) as to the incumbency and specimen
signature of each of its representatives executing any Loan Document on its
behalf; (iii) a certificate of another of its representatives as to the
incumbency and specimen signature of the Secretary, Assistant Secretary or other
authorized officer executing the certificate pursuant to clause (ii) above; and
(iv) such other documentation as the Lenders or the Administrative Agent, shall
reasonably request.

                  (c)      The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by a Senior Financial Officer
of the Borrower confirming compliance with the conditions precedent set forth in
paragraphs (b), (c) and (d) of Section 4.01.

                  (d)      The Administrative Agent shall have received (i) all
Fees and other amounts due and payable on or prior to the Effective Date; (ii)
all fees, breakage costs and interests accrued through the Effective Date under
the Prior Credit Agreement; and (iii) evidence that all interest periods in
effect under the Prior Credit Agreement have been terminated.

                  (e)      The Administrative Agent shall have received: (i) the
Subsidiary Guaranty in the form attached hereto as Exhibit D executed by all the
Guarantors; (ii) the Intercreditor Agreement in the form attached hereto as
Exhibit F signed on behalf of all the Obligated Parties and the Noteholders (as
defined therein); (iii) the Amended and Restated Pledge Agreement in the form
attached as an exhibit to the Intercreditor Agreement signed on behalf of the
Borrower, Lennox Global Ltd. and the Collateral Agent; (iv) the certificates
identified under the Pledge Agreement, in each case accompanied by undated stock
powers executed in blank or evidence that arrangements satisfactory to the
Administrative Agent shall have been made for the delivery of such certificates
and stock powers; (v) a promissory note payable to Guaranty Bank in form and
substance satisfactory to the Administrative Agent executed by the Borrower; and
(vi) such other documentation or evidence as the Administrative Agent shall have
requested in order to create, perfect or protect the security interests and
liens created pursuant to the Pledge Agreement under the laws of the United
States of America and the applicable laws of Canada.

                  (f)      The Administrative Agent shall have received evidence
that all Persons who have the benefit of the provisions similar or substantially
similar to the terms of Section 5.06 hereof (including the holders of the notes
under the Senior Note Purchase Agreements) shall have consented to the terms of
this Agreement and waived any default arising as a result of the execution and
delivery of this Agreement and such provisions.

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 40

<PAGE>

                                   ARTICLE 5.

                       AFFIRMATIVE AND NEGATIVE COVENANTS

         The Borrower agrees that, so long as any Lender has any Commitment
hereunder or any obligations to acquire or fund any participation in any
Swingline Loan or Letter of Credit or the Swingline Lender is obligated to make
Swingline Loans or JPMorgan is obligated to issue Letters of Credit hereunder or
any amount payable hereunder remains unpaid:

         Section 5.01. Compliance with Laws. The Borrower will and will cause
each of its Subsidiaries to comply in all Material respects with all laws,
ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, Environmental Laws, and will obtain and
maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses.

         Section 5.02. Insurance. The Borrower will and will cause each of its
Subsidiaries to maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co - insurance and self - insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.

         Section 5.03. Maintenance of Properties and Lines of Business. The
Borrower will and will cause each of its Subsidiaries to maintain and keep, or
cause to be maintained and kept, their respective properties in good repair,
working order and condition (other than ordinary wear and tear), so that the
business carried on in connection therewith may be properly conducted at all
times; provided that this Section shall not prevent the Borrower or any
Subsidiary from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business
and the Borrower has concluded that such discontinuance would not result in a
Default or an Event of Default (as a result of a violation of Section 5.11 or
otherwise) and would not, individually or in the aggregate, have a Material
Adverse Effect. The Borrower will not and will not permit any of its
Subsidiaries to engage in any line of business other than such lines of business
in which it is presently engaged and those businesses reasonably related
thereto.

         Section 5.04. Payment of Taxes. The Borrower will and will cause each
of its Subsidiaries to file all income tax or similar tax returns required to be
filed in any jurisdiction and to pay and discharge all taxes shown to be due and
payable on such returns and all other taxes, assessments, governmental charges,
or levies payable by any of them, to the extent such taxes and assessments have
become due and payable and before they have become delinquent, provided that
neither the Borrower nor any Subsidiary need pay any such tax or assessment if
the amount, applicability or validity thereof is contested by the Borrower or
such Subsidiary on a timely basis in good faith and in appropriate proceedings,
and the Borrower or a Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Borrower or such Subsidiary.

         Section 5.05. Corporate Existence, etc. The Borrower will at all times
preserve and keep in full force and effect its corporate existence. Subject to
Sections 5.10 and 5.11, the Borrower will at all times preserve and keep in full
force and effect each of its Subsidiaries' corporate existence and all rights
and franchises of the Borrower and its Subsidiaries necessary for the conduct of
their respective businesses.

         Section 5.06. Most Favored Lender Status. The Borrower will not and
will not permit any Subsidiary to enter into, assume or otherwise be bound or
obligated under any agreement creating or evidencing Indebtedness or any
agreement executed and delivered in connection with any Indebtedness containing
one or more Additional Covenants or Additional Defaults (as defined below),
unless this Agreement

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 41

<PAGE>

is cross - defaulted to such Indebtedness under the terms of clause (f) of
Article 6 or unless prior written consent to such agreement shall have been
obtained from the Required Lenders; provided, however, in the event the Borrower
or any Subsidiary shall enter into, assume or otherwise become bound by or
obligated under any such agreement without the prior written consent of the
Required Lenders, the terms of this Agreement shall, without any further action
on the part of the Borrower or any of the Lenders, be deemed to be amended
automatically to include each Additional Covenant and each Additional Default
contained in such agreement. The Borrower further covenants to promptly execute
and deliver at its expense an amendment to this Agreement in form and substance
satisfactory to the Required Lenders evidencing the amendment of this Agreement
to include such Additional Covenants and Additional Defaults, provided that the
execution and delivery of such amendment shall not be a precondition to the
effectiveness of such amendment as provided for in this Section 5.06, but shall
merely be for the convenience of the parties hereto.

         For purposes of this Agreement, (i) the term "Additional Covenant"
means any affirmative or negative covenant or similar restriction applicable to
the Borrower or any Subsidiary (regardless of whether such provision is labeled
or otherwise characterized as a covenant) the subject matter of which either (A)
is similar to that of the covenants in Article 5 of this Agreement, but contains
one or more percentages, amounts or formulas that is more restrictive than those
set forth herein or more beneficial to the holder or holders of such other
Indebtedness (and such covenant or similar restriction shall be deemed an
"Additional Covenant" only to the extent that it is more restrictive or more
beneficial), or (B) is different from the subject matter of the covenants in
Article 5 of this Agreement; and (ii) the term "Additional Default" means any
provision which permits the holder of such Indebtedness to accelerate (with the
passage of time or giving of notice or both) the maturity thereof or otherwise
require the Borrower or any Subsidiary to purchase such Indebtedness prior to
the stated maturity of such Indebtedness and which either (A) is similar to the
Defaults and Events of Default contained in Article 6 of this Agreement, but
contains one or more percentages, amounts or formulas that is more restrictive
or has a shorter grace period than those set forth herein or is more beneficial
to the holder or holders of such other Indebtedness (and such provision shall be
deemed an "Additional Default" only to the extent that it is more restrictive,
has a shorter grace period or is more beneficial) or (B) is different from the
subject matter of the Defaults and Events of Default contained in Article 6 of
this Agreement; provided that the terms "Additional Covenant" and "Additional
Default" shall not include any of the following:

                  (a)      any covenants, representations, warranties or
defaults relating solely to the property securing any secured Indebtedness
permitted to be incurred after the date hereof; and

                  (b)      any covenants, representations, warranties or
defaults relating solely to a single purpose entity involved in an asset
securitization transaction permitted hereby.

         Section 5.07. Covenant to Guarantee and Secure Loans Equally.

                  (a)      If any Subsidiary of the Borrower shall guarantee the
obligations of the Borrower under the Senior Note Purchase Agreements or any
other agreement creating or evidencing Indebtedness of the Borrower, the
Borrower shall cause to be made effective provision whereby the Loans and other
obligations under the Loan Documents will be guaranteed equally and ratably with
any and all other obligations thereby guaranteed, with the documentation for
such guarantee to be reasonably satisfactory to the Required Lenders. Any
violation of Section 5.12 will constitute an Event of Default, whether or not
provision is made for an equal and ratable guarantee pursuant to this Section
5.07.

                  (b)      If the Borrower shall create, assume or permit to
exist any Lien upon any of its property or assets, or permit any Subsidiary to
create, assume or permit to exist any Lien upon any of its property or assets,
whether now owned or hereafter acquired, other than those Liens permitted by the
provisions of Section 5.13, the Borrower shall make or cause to be made
effective provision whereby the Loans and other obligations under the Loan
Documents will be secured equally and ratably with any and all other

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 42

<PAGE>

obligations thereby secured, with the documentation for such security to be
reasonably satisfactory to the Required Lenders and, in any such case, the Loans
and such other obligations shall have the benefit, to the fullest extent that,
and with such priority as, the holders thereof may be entitled under applicable
law, of an equitable Lien on such property. Any violation of Section 5.13 will
constitute an Event of Default, whether or not provision is made for an equal
and ratable Lien pursuant to this Section 5.07.

         Section 5.08. Environmental Matters.

                  (a)      The Borrower will and will cause each of its
Subsidiaries to comply in all material respects with all applicable
Environmental Laws if, individually or in the aggregate, failure to comply
therewith could reasonably be expected to have a material adverse effect on the
financial condition or results of operations of the Borrower or the Borrower and
its Subsidiaries, taken as a whole.

                  (b)      The Borrower will not and will not permit any of its
Subsidiaries to cause or allow any Hazardous Substance to be present at any time
on, in, under or above any real property or any part thereof in which the
Borrower or any Subsidiary has a direct interest (including ownership thereof or
any arrangement for the lease, rental or other use thereof, or the retention of
any mortgage or security interest therein or thereon), except in a manner and to
an extent that is in compliance in all material respects with all applicable
Environmental Laws or that will not have a material adverse effect on the
financial condition or results of operations of the Borrower or the Borrower and
its Subsidiaries, taken as a whole.

         Section 5.09. Transactions with Affiliates. The Borrower will not
permit any Subsidiary to enter into directly or indirectly any Material
transaction or Material group of related transactions (including the purchase,
lease, sale or exchange of properties of any kind or the rendering of any
service) with any Affiliate (other than the Borrower or another Subsidiary),
except pursuant to the reasonable requirements of the Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than would be obtainable in a comparable arm's -
length transaction with a Person not an Affiliate.

         Section 5.10. Merger, Consolidation, etc. The Borrower will not, and
will not permit any Subsidiary to, consolidate with or merge with or into any
other Person or permit any other Person to merge or consolidate with it or
convey, transfer or lease substantially all of its assets in a single
transaction or series of related transactions to any Person or dissolve or
liquidate; except that if, at the time thereof and immediately after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing: (i) a Domestic Subsidiary may merge into the Borrower or another
Domestic Subsidiary that is Wholly-Owned; provided that in any such merger
transaction involving the Borrower, the Borrower shall be the surviving Person;
(ii) any Foreign Subsidiary may merge into another Foreign Subsidiary that is
Wholly - Owned (other than the Insurance Subsidiary); (iii) Borrower may merge
with another Person in an acquisition permitted by Section 5.23 if the Borrower
is the surviving Person; (iv) any Subsidiary may merge with another Person in an
acquisition permitted by Section 5.23 if such Subsidiary is the surviving Person
or if the surviving Person becomes a Subsidiary and the Borrower or such Person
complies with the obligations hereunder applicable to new Material Subsidiaries
to the extent applicable to such surviving Person; (v) the Borrower and any
Subsidiary may make Transfers permitted by Section 5.11; and (vi) any Subsidiary
who has transferred all of its assets in a transaction permitted by Section 5.11
may thereafter dissolve or liquidate; provided, that in the case of any of the
transactions described in the foregoing clauses (i) through (vi) which would
involve or result in a Change of Control, the Borrower shall have complied with
Section 2.10.

         Section 5.11. Sale of Assets, etc. The Borrower will not, and will not
permit any of its Subsidiaries to, make any Transfer provided that the foregoing
restriction does not apply to a Transfer if:

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 43

<PAGE>

                  (a)      the property that is the subject of such Transfer
constitutes either (i) inventory held for sale, or (ii) equipment, fixtures,
supplies or materials no longer required in the operation of the business of the
Borrower or such Subsidiary or that is obsolete, and, in the case of any
Transfer described in clause (i) or (ii), such Transfer is in the ordinary
course of business (each such Transfer, an "Ordinary Course Transfer"); or

                  (b)      such Transfer is from

                           (i)      a Domestic Subsidiary to the Borrower or
another Domestic Subsidiary that is Wholly-Owned; or

                           (ii)     a Foreign Subsidiary to the Borrower or
another Subsidiary that is Wholly-Owned; or

                           (iii)    the Borrower to a Material Subsidiary that
is a Domestic Subsidiary and Wholly - Owned; or

                           (iv)     the Borrower or a Domestic Subsidiary to any
Foreign Subsidiary provided that such Transfer is for Fair Market Value,
immediately before and immediately after the consummation of such transaction,
and after giving effect thereto, no Default or Event of Default exists or would
exist and the book value of the assets included in such Transfer, together with
the book value of the assets included in all other Transfers made under this
clause (iv) during the fiscal year which includes date of the proposed Transfer,
shall not exceed $10,000,000 (each Transfer permitted under this clause (b),
herein an "Intergroup Transfer"); or

                  (c)      such Transfer is not an Ordinary Course Transfer or
an Intergroup Transfer or a Transfer permitted by clause (d) below (such
Transfers which are not Ordinary Course Transfers or Intergroup Transfers or a
Transfer permitted by clause (d) below collectively referred to as "Excluded
Transfers"), and all of the following conditions shall have been satisfied with
respect thereto (the date of the consummation of such Transfer being referred to
herein as the "Property Disposition Date"):

                           (i)      the book value of the assets included in
such Transfer, together with the book value of the assets included in all other
Excluded Transfers during the fiscal year which includes the Property
Disposition Date, shall not exceed $50,000,000; and

                           (ii)     immediately after giving effect to such
Transfer, no Default or Event of Default would exist; or

                  (d)      such Transfer is either: (i) the sale of receivables,
or undivided interests therein, together with all collections and other proceeds
thereof and any collateral securing the payment thereof, pursuant to a
Receivable Securitization permitted by Section 5.12 or (ii) the sale to
Outokumpu Copper Products Oy or its affiliates (herein collectively "Outokumpu")
of the Borrower's or its Subsidiaries' remaining 45% interests in Outokumpu
Heatcraft USA LLC and LGL Holland B.V. pursuant to the exercise by Outokumpu of
the call rights granted under the related joint venture or shareholder
agreements to require such sale.

         Section 5.12. Indebtedness. The Borrower will not, and will not permit
any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or
otherwise become directly or indirectly liable with respect to any Indebtedness
except:

                  (a)      Indebtedness under the Loan Documents and extensions,
renewals, refinancings and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof except as

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specifically allowed under Section 2.20 or result in an earlier maturity date or
decreased weighted average life thereof;

                  (b)      Indebtedness relating to the Senior Note Purchase
Agreements and the Subordinated Notes and extensions, renewals, refinancings and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof or result in an earlier maturity date or decreased
weighted average life thereof;

                  (c)      Indebtedness existing on the date hereof and set
forth in Schedule 5.12 and extensions, renewals, refinancings and replacements
of any such Indebtedness that do not increase the outstanding principal amount
thereof or result in an earlier maturity date or decreased weighted average life
thereof;

                  (d)      Indebtedness of Domestic Subsidiaries owed to any
other Domestic Subsidiary that is Wholly - Owned or the Borrower;

                  (e)      Indebtedness owed by any Foreign Subsidiary (other
than the Insurance Subsidiary) to finance the working capital and capital
expenditure needs of such entity; provided that, the aggregate outstanding
Dollar Equivalent amount of all such Indebtedness incurred under the permissions
of this subclause (e) owed by all Foreign Subsidiaries shall not at any time
exceed $25,000,000;

                  (f)      Indebtedness of any Person that becomes a Foreign
Subsidiary after the date hereof; provided that (i) such Indebtedness exists at
the time such Person becomes a Subsidiary and is not created in contemplation of
or in connection with such Person becoming a Subsidiary, and (ii) the aggregate
Dollar Equivalent principal amount of Indebtedness permitted by this subclause
(f) shall not exceed $15,000,000 at any time outstanding;

                  (g)      Indebtedness for borrowed money not otherwise
permitted under this Section 5.12 of the Borrower or any Domestic Subsidiary;
provided that the aggregate outstanding amount of all Indebtedness permitted
under the permissions of this subclause (g) shall not at any time exceed
$10,000,000;

                  (h)      Guarantees by the Borrower of Indebtedness of third
parties other than Subsidiaries; provided that (A) the aggregate amount so
Guaranteed by the Borrower under the permissions of this subclause (h) relating
to the Borrower's joint venture arrangements with Outokumpu Copper Products Oy
shall at no time exceed a Dollar Equivalent amount equal to $15,000,000 when the
Borrower or its Subsidiaries has any interest in such joint ventures and shall
at no time exceed a Dollar Equivalent amount equal to $0 when neither the
Borrower nor any of its Subsidiaries has any interest in such joint ventures,
and (B) the aggregate amount (other than those permitted by the foregoing clause
(A)) so Guaranteed by the Borrower under the permissions of this subclause (h)
shall at no time exceed a Dollar Equivalent amount equal to $5,000,000;

                  (i)      Guarantees by the Borrower of Indebtedness of any
Wholly - Owned Subsidiary, by any Domestic Subsidiary of Indebtedness of any
other Domestic Subsidiary that is Wholly - Owned and by any Foreign Subsidiary
of Indebtedness of any other Foreign Subsidiary that is Wholly - Owned;

                  (j)      Indebtedness of the Borrower or any Subsidiary owing
to the Insurance Subsidiary; provided that the aggregate outstanding amount of
all such Indebtedness shall not at any time exceed $35,000,000;

                  (k)      Indebtedness arising in connection with Swap
Agreements permitted by Section 5.25;

                  (l)      Indebtedness incurred in connection with Receivable
Securitizations; provided that, the aggregate amount of the funds extended to
purchase the receivables which are outstanding at any time

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 45

<PAGE>

under all Receivable Securitizations and not repaid from collections on
receivables shall at no time exceed $225,000,000;

                  (m)      Indebtedness of the Borrower for borrowed money (in
addition to any of the other Indebtedness permitted by the other provisions of
this Section 5.12) and any corresponding Guarantee thereof by any Subsidiary
(other than the Insurance Subsidiary), provided,

                           (i)      such Indebtedness is incurred in compliance
with the other provisions hereof (including, the restrictions contained in
Section 5.13 (Liens) and 5.16 (Limitation on Restrictive Agreements)) and no
Default or Event of Default otherwise exists or would result therefrom;

                           (ii)     such Indebtedness is not entitled to the
benefits of a provision similar to Section 5.06 hereof; and

                           (iii)    the Borrower provides evidence to the
Administrative Agent that the Borrower is in compliance with the financial
covenants set forth in Section 5.15 calculated on a pro forma basis prior to the
incurrence of such Indebtedness but after giving effect thereto and, when
calculated with respect to the financial covenants in Section 5.15(a), (b) and
(d), for the four fiscal quarters most recently ended and after giving effect to
the incurrence of such Indebtedness as if such Indebtedness existed on the first
day of the calculation period with an interest rate equal for the entire term of
such period to the interest rate to be in existence on the date of the
incurrence of such Indebtedness.

Notwithstanding the foregoing, the Borrower will not permit the Insurance
Subsidiary to directly or indirectly create, incur, assume, guarantee, or
otherwise become directly or indirectly liable with respect to any Indebtedness
except for liabilities arising in the ordinary course of business in connection
with insurance and reinsurance policies it has entered into or may enter into in
the ordinary course of business. The execution and delivery of this Agreement
and the other Loan Documents is not a consent to any of the terms of
transactions contemplated by that certain Form S - 3 Registration Statement
under the Securities Act of 1933 filed by the Borrower and certain of its
Subsidiaries on January 31, 2003. Prior to the offering of any securities under
the terms thereof, the Borrower agrees to request such consents and waivers that
are required by the terms hereof, by any other Loan Documents and the Note
Purchase Agreements.

         Section 5.13. Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, directly or indirectly create, incur, assume or permit to
exist (upon the happening of a contingency or otherwise) any Lien on or with
respect to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Borrower or any
such Subsidiary, whether now owned or held or hereafter acquired, or any income
or profits therefrom, or assign or otherwise convey any right to receive income
or profits, except:

                  (a)      Liens for taxes, assessments or other governmental
charges the payment of which is not at the time required by Section 5.04;

                  (b)      statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other similar Liens, in each case,
incurred in the ordinary course of business for sums not yet due;

                  (c)      Liens (other than any Lien imposed by ERISA) incurred
or deposits made in the ordinary course of business (i) in connection with
workers' compensation, unemployment insurance and other types of social security
or retirement benefits, or (ii) to secure (or to obtain letters of credit that
secure) the performance of tenders, statutory obligations, surety bonds, appeal
bonds, bids, leases (other than Capital Leases), performance bonds, purchase,
construction or sales contracts and other similar obligations, in each

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 46

<PAGE>

case not incurred or made in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price of
property;

                  (d)      any attachment or judgment Lien, unless the judgment
or other obligation it secures (i) shall not, within ninety (90) days after the
entry thereof, have been discharged or execution thereof stayed pending appeal,
or shall not have been discharged within ninety (90) days after the expiration
of any such stay, or (ii) exceeds, together with the amounts of all other
obligations secured by attachment or judgment Liens at the time existing in
respect of property of the Borrower and its Subsidiaries, a Dollar Equivalent
amount equal to $5,000,000;

                  (e)      leases or subleases granted to others, easements,
rights - of - way, restrictions and other similar charges or encumbrances, in
each case incidental to, and not interfering with, the ordinary conduct of the
business of the Borrower or any of its Subsidiaries, provided that such Liens do
not, in the aggregate, materially detract from the value of such property;

                  (f)      Liens on property or assets of the Borrower (other
than the capital stock of the Material Subsidiaries) or any of its Subsidiaries
securing Indebtedness or other obligations owing to the Borrower or to a Wholly
- Owned Subsidiary permitted by Section 5.12; provided that the Indebtedness
secured by the Lien granted by Lennox Industries, Inc. to the Insurance
Subsidiary on the Borrower's headquarters buildings located at 2100 Lake Park
Blvd. in Richardson, Texas shall not exceed $25,000,000;

                  (g)      (i) Liens contemplated by financing statements filed
in respect of operating leases, (ii) Liens granted under Capital Leases in
existence as of the Effective Date (provided that the amount secured thereby
does not exceed a Dollar Equivalent amount equal to $25,000), (iii) other Liens
existing on the Effective Date and described on Schedule 5.13 and (iv) Liens
granted to the Collateral Agent under the Pledge Agreement;

                  (h)      Liens granted in connection with Receivable
Securitizations permitted by Section 5.12 on the receivables sold pursuant
thereto (together with all collections and other proceeds thereof and any
collateral securing the payment thereof), all right title and interest in and to
the lockboxes and other collection accounts in which proceeds of such
receivables are deposited, the rights under the documents executed in connection
with such Receivable Securitizations and in the Equity Interests issued by any
special purpose entity organized to purchase the receivables thereunder;

                  (i)      any Lien existing on any property prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof
prior to the time such Person becomes a Subsidiary; provided that (i) such Lien
is not created in contemplation of or in connection with such acquisition or
such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Borrower or any Subsidiary and
(iii) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Subsidiary, as the case
may be and extensions, renewals, refinancings and replacements thereof that do
not increase the outstanding principal amount thereof;

                  (j)      any Lien renewing, extending or replacing any Lien
permitted by subsections (g) and (i) above, provided that (i) the principal
amount of Indebtedness secured by such Lien immediately prior to such extension,
renewal or replacement is not increased or the maturity thereof reduced, (ii)
such Lien is not extended to any other property, and (iii) immediately after
such extension, renewal or replacement no Default or Event of Default would
exist or would result therefrom; and

                  (k)      other Liens not otherwise permitted bysSubsections
(a) through (j) above, provided that (i) the fair market value of the assets
subject to such other Liens shall not exceed a Dollar Equivalent

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 47

<PAGE>

amount equal to $5,000,000, (ii) such Liens secure Indebtedness of the Borrower
or a Subsidiary permitted hereby, (iii) the aggregate principal amount of the
Indebtedness secured by all Liens granted under the permissions of this clause
(k) does not exceed a Dollar Equivalent amount equal to $5,000,000 and (iv)
immediately after giving effect to the creation thereof, no Default or Event of
Default shall exist.

         For purposes of this Section 5.13, any Person becoming a Subsidiary
after the date of this Agreement shall be deemed to have incurred all of its
then outstanding Liens at the time it becomes a Subsidiary, and any Person
extending, renewing or replacing any Indebtedness secured by any Lien shall be
deemed to have incurred such Lien at the time of such extension, renewal or
replacing.

         Section 5.14. Restricted Payments. The Borrower will not, and will not
permit any of its Subsidiaries to, declare or make, or incur any liability to
declare or make, any Restricted Payment, except: (a) Subsidiaries may declare
and pay dividends ratably with respect to the Equity Interests they have issued
and (b) the Borrower may declare and pay dividends and repurchase shares of its
common stock during any fiscal quarter as long as on the date of determination:

                  (i)      no Default or Event of Default exists or would result
therefrom; and

                  (ii)     the sum of (A) the amount of the dividends or
repurchases proposed to be made in such fiscal quarter, plus (B) the aggregate
amount of the dividends and repurchases previously made by Borrower in the same
fiscal quarter, and (C) the aggregate amount of all dividends and repurchases
made in the prior three fiscal quarters does not exceed an amount equal to the
greater of (1) fifty percent (50%) of Consolidated Net Income (calculated for
the four fiscal quarters then most recently ended prior to the date of
determination) or (2) $30,000,000.

         Section 5.15. Financial Covenants. The Borrower covenants and agrees
that, so long as any Lender has any Commitment hereunder or any obligations to
acquire or fund any participation in any Swingline Loan or Letter of Credit or
the Swingline Lender is obligated to make Swingline Loans or any amount payable
hereunder remains unpaid, the Borrower will perform and observe the following
financial covenants:

                  (a)      Coverage Ratio. As of the end of each fiscal quarter,
the Borrower shall not permit the ratio of Cash Flow for the four (4) fiscal
quarters then ending to its Interest Expenses for such period to be less than
3.00 to 1.00. As used herein the following terms have the following meanings:

                  "Cash Flow" means, for any period, the total of the following
         for the Borrower and the Subsidiaries calculated on a consolidated
         basis without duplication for such period in accordance with GAAP: (A)
         EBITDA; minus (B) capital expenditures.

                  "Interest Expenses" means, for any period and any Person, the
         sum of the following calculated on a consolidated basis without
         duplication in accordance with GAAP: (a) total cash interest expense
         (including the cash interest portion of Capital Leases but excluding
         interest expense derived from amortization of fees); plus (b) that
         portion of the difference between the face amount of accounts
         receivables sold in connection with securitization and the purchase
         price paid in connection therewith that is representative of the
         interest expense that would have been paid if such transaction were
         accounted for as a financing (as calculated in a manner acceptable to
         the Administrative Agent); plus (c) that portion of amounts paid under
         synthetic leases (i.e., leases of the type described in clause (h) of
         the definition of Indebtedness) that is representative of the interest
         expense that would have been paid if such transaction were accounted
         for as a Capital Lease or otherwise as a financing (as calculated in a
         manner acceptable to the Administrative Agent).

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 48

<PAGE>

                  (b)      Consolidated Indebtedness to Adjusted EBITDA. As of
the last day of each fiscal quarter during the periods described below, the
Borrower shall not permit the ratio of Consolidated Indebtedness outstanding as
of such day to the Adjusted EBITDA for the four (4) fiscal quarters then ended
to exceed 3.50 to 1.00 for the fiscal quarter ended September 30, 2003 and for
all fiscal quarters ending thereafter; provided, however, that if as of the last
day of any fiscal quarter no Subordinated Indebtedness of the Borrower is
outstanding, then the ratio of Consolidated Indebtedness outstanding as of such
day to the Adjusted EBITDA for the four (4) fiscal quarters then ended shall not
be permitted to exceed 3.00 to 1.00. The term "Subordinated Indebtedness" means
any Indebtedness, which by its terms is subordinated in right of payment to
prior payment in full of the Obligations (as defined in the Intercreditor
Agreement) arising under this Agreement on terms acceptable to the
Administrative Agent and shall include the Indebtedness evidenced by the
Subordinated Notes.

                  (c)      Consolidated Net Worth. The Borrower will not permit
Consolidated Net Worth as of any date to be less than the sum of (i)
$379,008,000; plus (ii) 50% of the sum of (A) its aggregate Consolidated Net
Income (but only if a positive number) for the period beginning April 1, 2003
and ending as of the most recently completed fiscal quarter prior to the date of
determination minus (B) any non-recurring and non-cash charges not included in
determining such Consolidated Net Income under clause (g) of the definition
thereof; plus (iii) 100% of the net proceeds from issuance of any Equity
Interests by Borrower occurring after the Effective Date (including, or in
addition, any increase in equity attributable to the conversion of the
Borrower's Subordinated Notes to common stock).

                  (d)      Senior Debt to Adjusted EBITDA. As of the end of each
fiscal quarter when any Subordinated Indebtedness is outstanding, the Borrower
shall not permit the ratio of Senior Debt outstanding as of such day to the
Adjusted EBITDA for the four (4) fiscal quarters then ended to exceed: (i) 2.75
to 1.00 for the fiscal quarter ended September 30, 2003, and (ii) 2.50 to 1.00
for the fiscal quarter ended December 31, 2003 and for all fiscal quarters
ending thereafter. The term "Senior Debt" means the sum of: (a) Consolidated
Indebtedness minus (b) Subordinated Indebtedness.

         Section 5.16. Limitation on Restrictive Agreements. The Borrower will
not, nor will it permit any Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any
Subsidiary to create, incur or permit to exist any Lien upon any of its property
or assets, or (b) the ability of any Subsidiary to pay dividends or other
Distributions with respect to any Equity Interests issued by it or to make or
repay loans or advances to the Borrower or any other Subsidiary or to Guarantee
Indebtedness of the Borrower or any other Subsidiary; provided that: (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
any Loan Document, the Senior Note Purchase Agreements or Subordinated Notes;
(ii) the foregoing shall not apply to restrictions and conditions existing on
the date hereof identified on Schedule 5.16 (but shall apply to any modification
of any such restriction or condition expanding the scope thereof); (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder; (iv) clause (a) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement, including any Indebtedness under a
Receivable Securitization, if such restrictions or conditions apply only to the
property or assets securing such Indebtedness; (v) clause (a) of the foregoing
shall not apply to customary provisions in leases and other contracts
restricting the assignment thereof; (vi) clause (b) of the foregoing shall not
apply to customary provisions contained in agreements entered into in connection
with Indebtedness owed by any Foreign Subsidiary and permitted under Section
5.12(e) hereof that impose restrictions on the ability of the borrower
thereunder to declare, pay or set aside funds for the making of any Distribution
in respect of the Equity Interests issued by such borrower; and (vii) clause (b)
of the foregoing shall not apply to customary provisions contained in agreements
entered into in connection with Receivable Securitizations permitted

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 49

<PAGE>

hereby that impose restrictions on the ability of the special purpose entity
party thereto to declare, pay or set aside funds for the making of any
Distribution in respect of the Equity Interests issued by such entity.

         Section 5.17. Preferred Stock of Subsidiaries. The Borrower will not
permit any Subsidiary to issue or permit to remain outstanding any Preferred
Stock unless such Preferred Stock is issued to and at all times owned and held
by the Borrower or a Wholly - Owned Subsidiary.

         Section 5.18. Financial and Business Information. The Borrower will
furnish to the Administrative Agent and each Lender:

                  (a)      Quarterly Statements. Within 45 days after the end of
each quarterly fiscal period in each fiscal year of the Borrower (other than the
last quarterly fiscal period of each such fiscal year), duplicate copies of

                           (i)      consolidated and consolidating balance
sheets of the Borrower and its Subsidiaries as at the end of such quarter, and

                           (ii)     consolidated and consolidating statements of
income, changes in shareholders' equity and cash flows of the Borrower and its
Subsidiaries for such quarter and (in the case of the second and third quarters)
for the portion of the fiscal year ending with such quarter,

all in reasonable detail and setting forth, in the case of such consolidated
statements, in comparative form the figures for the corresponding periods in the
previous fiscal year, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial Officer as
fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows,
subject to changes resulting from year - end adjustments, provided that delivery
within the time period specified above of copies of the Borrower's Quarterly
Report on Form 10 - Q prepared in compliance with the requirements therefor and
filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 5.18(a); provided further that if such Form 10 - Q
does not contain consolidating information for the Borrower and its
Subsidiaries, the Borrower shall also deliver to each such holder the
consolidating information described in this Section 5.18(a).

                  (b)      Annual Statements. Within 90 days after the end of
each fiscal year of the Borrower, duplicate copies of:

                           (i)      consolidated and consolidating balance
sheets of the Borrower and its Subsidiaries as at the end of such year, and

                           (ii)     consolidated and consolidating statements of
income, changes in shareholders' equity and cash flows of the Borrower and its
Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied, (1) in the case of the consolidated statements, by an opinion
thereon of independent certified public accountants of recognized national
standing, which opinion shall state that such financial statements present
fairly, in all material respects, the financial position of the companies being
reported upon and their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of such accountants
in connection with such financial statements has been made in accordance with
generally accepted auditing standards, and that such audit provides a reasonable
basis for such opinion in the circumstances, and (2) in the case of the
consolidating statements, either certified by a Senior Financial Officer as
fairly stating, or accompanied by a report thereon by such accountants
containing a statement to the effect that such consolidating financial
statements fairly

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<PAGE>

state, the financial position and the results of operations and cash flows of
the companies being reported upon in all material respects in relation to the
consolidated financial statements for the periods indicated as a whole; provided
that the delivery within the time period specified above of the Borrower's
Annual Report on Form 10 - K for such fiscal year (together with the Borrower's
annual report to shareholders, if any, prepared pursuant to Rule 14a - 3 under
the Exchange Act) prepared in accordance with the requirements therefor and
filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of clauses (i) and (ii) of this Section 5.18(b); provided further
that if such Form 10 - K does not contain consolidating information for the
Borrower and its Subsidiaries, the Borrower shall also deliver to each such
holder the consolidating information described in this Section 5.18(b); and

                           (iii)    a certificate of such accountants stating
that in making the examination for such report, they have obtained no knowledge
of any Default or Event of Default, or, if they have obtained knowledge of any
Default or Event of Default, specifying the nature and period of existence
thereof and the action the Borrower has taken or proposes to take with respect
thereto.

                  (c)      SEC and Other Reports. If the Borrower or any
Subsidiary shall be required to file reports with the Securities and Exchange
Commission, promptly upon their becoming available, one copy of (i) each
financial statement, report, notice or proxy statement sent by the Borrower or
any Subsidiary to public securities holders generally, and (ii) each regular or
periodic report, each registration statement that shall have become effective
(without exhibits except as expressly requested by such holder), and each final
prospectus and all amendments thereto filed by the Borrower or any Subsidiary
with the Securities and Exchange Commission;

                  (d)      Notice of Default or Event of Default. Promptly, and
in any event within five days after a Responsible Officer becoming aware of the
existence of any Default or Event of Default, a written notice specifying the
nature and period of existence thereof and what action the Borrower is taking or
proposes to take with respect thereto;

                  (e)      ERISA Matters. Promptly, and in any event within five
days after a Responsible Officer becomes aware of any of the following, a
written notice setting forth the nature thereof and the action, if any, that the
Borrower or an ERISA Affiliate proposes to take with respect thereto:

                           (i)      with respect to any Plan, any reportable
event, as defined in Section 4043(b) of ERISA and the regulations thereunder,
for which notice thereof has not been waived pursuant to such regulations as in
effect on the date hereof and the potential cost to the Borrower or such ERISA
Affiliate resulting therefrom exceeds $500,000; or

                           (ii)     the taking by the PBGC of steps to
institute, or the threatening in writing by the PBGC of the institution of,
proceedings under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the receipt by the Borrower
or any ERISA Affiliate of a notice from a Multiemployer Plan that such action
has been taken by the PBGC with respect to such Multiemployer Plan; or

                           (iii)    any event, transaction or condition that
could result in the incurrence of any liability by the Borrower or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, or in the imposition
of any Lien on any of the rights, properties or assets of the Borrower or any
ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax
provisions, if such liability or Lien, taken together with any other such
liabilities or Liens then existing, would reasonably be expected to have a
Material Adverse Effect.

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                  (f)      Requested Information. With reasonable promptness,
such other data and information relating to the business, operations, affairs,
financial condition, assets or properties of the Borrower or any of its
Subsidiaries or relating to the ability of any Obligated Party to perform its
obligations under the Loan Documents to which it is a party as from time to time
may be reasonably requested by any Lender.

                  (g)      Compliance Certificate. Each set of financial
statements delivered pursuant to Section 5.18(a) or Section 5.18(b) hereof shall
be accompanied by a certificate of a Senior Financial Officer setting forth:

                           (i)      Covenant Compliance. The information
(including detailed calculations) required in order to establish the Debt to
Adjusted EBITDA Ratio, the Applicable Margin, the Facility Fee Percentage, the
then existing Material Subsidiaries, and whether the Borrower was in compliance
with the requirements of Section 5.11 through Section 5.15 hereof, inclusive,
Section 5.23 and with all Additional Covenants, if any, that involve
calculations during the quarterly or annual period covered by the statements
then being furnished (including with respect to each such Section or Additional
Covenant, as the case may be, where applicable, the calculations of the maximum
or minimum amount, ratio or percentage, as the case may be, permissible under
the terms of such Sections or Additional Covenants, as the case may be, and the
calculation of the amount, ratio or percentage then in existence);

                           (ii)     Event of Default. A statement that such
officer has reviewed the relevant terms hereof and has made, or caused to be
made, under his or her supervision, a review of the transactions and conditions
of the Borrower and its Subsidiaries from the beginning of the quarterly or
annual period covered by the statements then being furnished to the date of the
certificate and that such review shall not have disclosed the existence during
such period of any condition or event that constitutes a Default or an Event of
Default or, if any such condition or event existed or exists (including, without
limitation, any such event or condition resulting from the failure of the
Borrower or any Subsidiary to comply with any Environmental Law), specifying the
nature and period of existence thereof and what action the Borrower shall have
taken or proposes to take with respect thereto;

                           (iii)    Management's Discussion and Analysis. A
written discussion and analysis by management of the financial condition and
results of operations of the lines of business conducted by the Borrower and its
Subsidiaries for such accounting period; provided that delivery within the time
period specified above of copies of, in the case of Section 5.18(a), the
Borrower's Quarterly Report on Form 10 - Q, or, in the case of Section 5.18(b)
the Borrower's Annual Report on Form 10 - K, in each case prepared in compliance
with the requirements therefor and filed with the Securities and Exchange
Commission shall be deemed to satisfy this clause (iii); and

                           (iv)     Litigation. A written statement that, to the
best of such officer's knowledge after due inquiry, except as otherwise
disclosed in writing to you, there is no litigation (including derivative
actions), arbitration proceeding or governmental proceeding pending to which the
Borrower or any Subsidiary is a party, or with respect to the Borrower or any
Subsidiary or their respective properties, which has a significant possibility
of materially and adversely affecting the business, operations, properties or
condition of the Borrower or of the Borrower and its Subsidiaries taken as a
whole.

                  (h)      Debt Rating. Promptly upon receipt thereof, written
notice of any change in any rating of the Borrower's Indebtedness by Moody's,
S&P or any other rating agency that issues ratings for the Borrower's
Indebtedness.

                           (i)      Management Letters. Promptly upon receipt
thereof, a copy of any management letter or written report submitted to the
Borrower or any Subsidiary by independent certified public accountants with

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 52

<PAGE>

respect to the business, condition (financial or otherwise), operations,
prospects, or properties of Borrower or any Subsidiary.

         Section 5.19. Inspection; Confidentiality. The Borrower shall permit
the representatives of the Administrative Agent and each
Lender:

                  (a)      No Default. If no Default or Event of Default then
exists, at the expense of the Administrative Agent or Lender and upon reasonable
prior notice to the Borrower, to visit the principal executive office of the
Borrower, to discuss the affairs, finances and accounts of the Borrower and its
Subsidiaries with the Borrower's officers and (with the consent of the Borrower,
which consent will not be unreasonably withheld) its independent public
accountants, and (with the consent of the Borrower, which consent will not be
unreasonably withheld) to visit the other offices and properties of the Borrower
and each Subsidiary, all at such reasonable times and as often as may be
reasonably requested in writing;

                  (b)      Default. If a Default or Event of Default then
exists, at the expense of the Borrower to visit and inspect any of the offices
or properties of the Borrower or any Subsidiary, to examine all their respective
books of account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances and accounts with
their respective officers and independent public accountants (and by this
provision the Borrower authorizes said accountants to discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries), all at such times
and as often as may be requested; and

                  (c)      Technical Data. Anything herein to the contrary
notwithstanding, neither the Borrower nor any of its Subsidiaries shall have any
obligations to disclose pursuant to this Agreement any engineering, scientific,
or other technical data without significance to the analysis of the financial
position of the Borrower and its Subsidiaries.

         Section 5.20. Books and Records. The Borrower shall maintain its
financial records in accordance with GAAP and all other business and operating
records in accordance with reasonably prudent business practices.

         Section 5.21. New Material Subsidiaries. Within forty - five (45) days
after the end of each fiscal quarter, the Borrower shall:

                  (a)      New Domestic Subsidiary. cause each Domestic
Subsidiary that is a Material Subsidiary and was created or acquired during the
fiscal quarter then ending, and each Domestic Subsidiary that, as a result of a
change in assets, became a Material Subsidiary during such fiscal quarter (any
such Material Subsidiary, herein a "New Material Domestic Subsidiary"), to
execute and deliver to the Administrative Agent a Subsidiary Joinder Agreement
joining it as a guarantor under the Subsidiary Guaranty and such other
documentation as the Administrative Agent may reasonably request to cause such
New Material Domestic Subsidiary to evidence or otherwise implement the guaranty
of the repayment of the obligations contemplated by the Subsidiary Guaranty and
this Agreement; and

                  (b)      Pledge of Equity Interests. take such action as the
Collateral Agent may request to cause: (i) 100% of the Equity Interests issued
by each New Material Domestic Subsidiary and (ii) 65% of the Equity Interests
issued by each Foreign Subsidiary that is a Material Subsidiary and was created
or acquired during the fiscal quarter then ending and each Foreign Subsidiary
that, as a result of a change in assets, becomes a Material Subsidiary during
such quarter to be pledged to the Collateral Agent under the Pledge Agreement,
including the proper completion, execution and delivery of a Pledge Amendment
under the terms of the Pledge Agreement, the delivery of the certificates
evidencing the Equity Interests to be pledged, along with undated stock powers
executed in blank, Uniform Commercial Code Financing Statements, legal opinions

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 53

<PAGE>

and such other documentation as the Collateral Agent may reasonably request to
cause such Equity Interests to be pledged under the Pledge Agreement and for
such pledge to be perfected and protected.

         Section 5.22. Payments on Certain Indebtedness. The Borrower will not,
nor will it permit any Subsidiary to, make or agree to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any
Indebtedness, or any payment or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any Indebtedness, except:

                  (a)      payment of Indebtedness created under the Loan
Documents;

                  (b)      payment of regularly scheduled interest and principal
payments or other regularly scheduled or required payments as and when due in
respect of any Indebtedness (including any Indebtedness under Receivable
Securitizations) other than payments in respect of the Subordinated Indebtedness
prohibited by the subordination provisions thereof;

                  (c)      refinancing of Indebtedness to the extent permitted
by Section 5.12;

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

                  (e)      payment of Indebtedness evidenced by the Senior Note
Purchase Agreements.

         Section 5.23. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a Wholly - Owned Subsidiary prior to such merger) any Equity
Interests in, or evidences of Indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, or make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit, except:

                  (a)      Permitted Investments and investments by Foreign
Subsidiaries which are held or made outside the United States of the same or
similar quality as the Permitted Investments;

                  (b)      investments, loans and advances existing on the date
hereof and set forth on Schedule 5.23, to the extent such investments would not
be permitted under any other clause of this Section;

                  (c)      investments by the Borrower and its Subsidiaries in
Equity Interests in their respective Subsidiaries, provided that any such Equity
Interests issued by a Material Subsidiary shall be pledged to the extent
required hereby;

                  (d)      loans or advances made by the Borrower to any
Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary in
accordance with the limitations set forth in Section 5.12;

                  (e)      Guarantees constituting Indebtedness permitted by
Section 5.12;

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

                  (g)      asset acquisitions permitted by Section 5.10;

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 54

<PAGE>

                  (h)      extensions of trade credit in the ordinary course of
business;

                  (i)      investments in the Equity Interests in the special
purpose entities established under the Receivable Securitizations permitted by
Section 5.12; provided that, the aggregate amount of cash invested in all such
entities shall not exceed $100,000;

                  (j)      Borrower or any Subsidiary may purchase, hold or
acquire any Equity Interests in, or evidences of Indebtedness or other
securities (including any option, warrant or other right to acquire any of the
foregoing) of, or make or permit to exist any loans or advances to, or make or
permit to exist any other investment or any other interest in, any other Person;
provided that, the sum of the following made, acquired or held under the
permissions of this clause (j) the shall not exceed $5,000,000 at any time: (i)
the aggregate amount paid to acquire the Equity Interests, other securities,
other investments or other interest in Persons; plus (ii) the aggregate
outstanding principal amount of any Indebtedness and other loans and advances;
and

                  (k)      if no Default or Event of Default exists or would
result therefrom, Borrower and any Subsidiary may acquire all the Equity
Interests of any Person or all or substantially all of the assets of any Person
or the assets of a Person constituting a business unit if:

                           (i)      The Target is involved in similar types of
business activities as the Borrower or the Subsidiary;

                           (ii)     If the proposed acquisition is an
acquisition of the Equity Interests of a Target, the acquisition is structured
so that the Target will become a Wholly-Owned Subsidiary or will, simultaneously
with the acquisition be merged into the Borrower or a Wholly-Owned Subsidiary.
If the proposed acquisition is an acquisition of a business unit or all or
substantially all of the assets of a Person, the acquisition will be structured
so that Borrower or one or more Wholly-Owned Subsidiaries will acquire the
assets;

                           (iii)    The Purchase Price (as defined below) for
the proposed acquisition in question together with the Purchase Prices paid for
all acquisitions consummated since the Effective Date does not exceed a Dollar
Equivalent amount equal to the sum of: (x) $100,000,000 plus (y) the aggregate
Dollar Equivalent amount of the net proceeds from asset dispositions permitted
by Section 5.11; provided that if as of the date of any proposed acquisition,
(A) the unsecured long term credit rating of the Borrower has been upgraded to
BBB or better by S&P and Baa2 or better by Moody's; (B) the Borrower has
retained those ratings for more than 6 months; and (C) the Borrower is not on
negative watch by any rating agency which has issued the Borrower a credit
rating, then the restrictions contained in this clause (iii) shall not apply;
provided further, however, if at any time thereafter: (a) the unsecured long
term credit rating of the Borrower has been downgraded below BBB by S&P or below
Baa2 by Moody's or (b) the Borrower is on negative watch by any rating agency
which has issued the Borrower a credit rating, then the restrictions contained
in this clause (iii) shall apply to any proposed acquisition thereafter
consummated (the term "Purchase Price" means, as of any date of determination
and with respect to a proposed acquisition, the purchase price to be paid for
the Target or its assets, including all cash consideration paid (whether
classified as purchase price, noncompete or consulting payments or otherwise),
the value of all other assets to be transferred by the purchaser in connection
with such acquisition to the seller (including any stock issued to the seller)
all valued in accordance with the applicable purchase agreement and the
outstanding principal amount of all Indebtedness of the Target or that the
purchaser assumed or acquired in connection with such acquisition);

                           (iv)     Borrower shall have provided to the
Administrative Agent and each Lender prior to or on the date that the proposed
acquisition is to be consummated the following: (a) the name of the Target; (b)
a description of the nature of the Target's business; and (c) a certificate of a
Responsible Officer of the Borrower (1) certifying that no Default or Event of
Default exists or could reasonably be expected to occur as a result of the
proposed acquisition, and (2) demonstrating that both as of the date of any such
acquisition

AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 55
<PAGE>

and immediately following such acquisition the Borrower is and on a pro forma
basis projects that it will continue to be, in compliance with the financial
covenants of this Agreement; and

                           (v)      Such acquisition has been: (i) in the event
a corporation or its assets is the Target, either (x) approved by the Board of
Directors of the corporation which is the Target, or (y) recommended by such
Board of Directors to the shareholders of such Target, (ii) in the event a
partnership is the Target, approved by a majority (by percentage of voting
power) of the partners of the Target, (iii) in the event an organization or
entity other than a corporation or partnership is the Target, approved by a
majority (by percentage of voting power) of the governing body, if any, or by a
majority (by percentage of ownership interest) of the owners of the Target or
(iv) in the event the corporation, partnership or other organization or entity
which is the Target is in bankruptcy, approved by the bankruptcy court or
another court of competent jurisdiction.

         Section 5.24.     Amendment of Material Documents. Borrower will
not and will not permit any Subsidiaries to change or amend the terms of the
Subordinated Notes, if the effect of such amendment is to: (a) increase the
interest rate on the Subordinated Notes; (b) shorten the time of payments of
principal or interest due under the Subordinated Notes; (c) change the
subordination provisions thereof (or the subordination terms of any guaranty
thereof); or (d) change or amend any other term if such change or amendment
would materially increase the obligations of the obligor or confer additional
material rights on the holders of the Subordinated Notes in a manner materially
adverse to the Administrative Agent or any Lender as senior creditors or the
interests of the Lenders under this Agreement or any other Loan Document in any
respect.

         Section 5.25.     Swap Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Swap Agreement, except: (a)
Swap Agreements entered into to hedge or mitigate risks to which the Borrower or
any Subsidiary has actual exposure (other than those in respect of Equity
Interests or Indebtedness of the Borrower or any of its Subsidiaries) and (b)
Swap Agreements entered into in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest - bearing liability or
investment of the Borrower or any Subsidiary.

                                   ARTICLE 6.

                               EVENTS OF DEFAULT

         In case of the happening of any of the following events (each an "Event
of Default"):

                  (a)      the Borrower defaults in the payment of any principal
on any Loan or the reimbursement of any LC Disbursement, in each case when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise; or

                  (b)      the Borrower defaults in the payment of any interest
on any Loan for more than five Business Days after the same becomes due and
payable; or

                  (c)      the Borrower defaults in the performance of or
compliance with any term applicable to the Borrower and contained in Section
2.10(c), Section 5.18(d), Sections 5.10 through 5.17, Section 5.23, or any
Pledgor defaults in the performance or compliance with any term applicable to
such Pledgor contained in the Pledge Agreement; or

                  (d)      any Obligated Party defaults in the performance of or
compliance with any term contained in any Loan Document to which it is a party
(other than those referred to in paragraphs (a), (b) and (c) of this Article 6)
or with any Additional Covenant and such default is not remedied within 30 days
after the

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 56

<PAGE>

earlier of (A) a Responsible Officer obtaining actual knowledge of such default
and (B) the Borrower receiving written notice of such default from the
Administrative Agent or any Lender (any such written notice to be identified as
a "notice of default" and to refer specifically to this paragraph (d) of Article
6); or

                  (e)      any representation or warranty made in writing by or
on behalf of any Obligated Party or by any officer of any Obligated Party in any
Loan Document or any writing furnished in connection with the transactions
contemplated hereby proves to have been false or incorrect in any material
respect on the date as of which made; or

                  (f)      the Borrower or any Subsidiary: (i) is in default (as
principal or as guarantor or other surety) in the payment of any principal of,
or premium or make - whole amount or interest on, or other amount in respect of,
any Subject Indebtedness (as defined below) or (ii) is in default in the
performance of or compliance with any term of any evidence of any Subject
Indebtedness or of any mortgage, indenture or other agreement relating thereto
or any other condition exists, and as a consequence of such default or
condition, such Subject Indebtedness: (A) has become, or has been declared due
and payable before its stated maturity or before its regularly scheduled dates
of payment, or (B) the holder or holders of any such Indebtedness or any trustee
or agent acting on its or their behalf is permitted (with or without the giving
of notice, the lapse of time or both) to declare such Indebtedness due and
payable before its stated maturity or before its regularly scheduled dates of
payment or to terminate any commitment relating thereto (as used in this clause
(f), the term "Subject Indebtedness" means Indebtedness that is: (i) outstanding
in an aggregate Dollar Equivalent principal amount of at least $10,000,000; (ii)
outstanding under any Receivable Securitization; or (iii) entitled to the
benefits of any Additional Covenant or Additional Default); or

                  (g)      the Borrower or any Subsidiary (i) is generally not
paying, or admits in writing its inability to pay, its debts as they become due,
(ii) files, or consents by answer or otherwise to the filing against it of, a
petition for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes
an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with
respect to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the purpose of any of the foregoing; or

                  (h)      a court or Governmental Authority of competent
jurisdiction enters an order appointing, without consent by the Borrower or any
of its Subsidiaries, a custodian, receiver, trustee or other officer with
similar powers with respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a petition for relief
or reorganization or any other petition in bankruptcy or for liquidation or to
take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding - up or liquidation of the Borrower or any of
its Subsidiaries, or any such petition shall be filed against the Borrower or
any of its Subsidiaries and such petition shall not be dismissed within 60 days;
or

                  (i)      a final judgment or judgments for the payment of
money aggregating in excess of $5,000,000 are rendered against one or more of
the Borrower and its Subsidiaries and which judgments are not, within 60 days
after entry thereof, bonded, discharged or stayed pending appeal, or are not
discharged within 60 days after the expiration of such stay; or

                  (j)      if (i) any Plan subject to the minimum funding
standards of ERISA or the Code shall fail to satisfy such standards for any plan
year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under Section 412 of the Code, (ii) a
notice of intent to terminate any Plan shall have been or is reasonably expected
to be filed with the PBGC or the PBGC shall have instituted proceedings under
ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or
the PBGC

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 57

<PAGE>

shall have notified the Borrower or any ERISA Affiliate that a Plan may become a
subject of any such proceedings, (iii) the aggregate amount of unfunded accrued
plan benefit liabilities under all Plans subject to Title IV of ERISA,
determined in accordance with Financial Accounting Standards Board Statement No.
87 or 132, as the case may be, as of the end of such Plans' most recently ended
plan year on the basis of actuarial assumptions specified for funding purposes
in such Plans' most recent actuarial valuation report, shall exceed $5,000,000,
(iv) the Borrower or any ERISA Affiliate shall have incurred or is reasonably
expected to incur any liability pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to employee benefit plans,
(v) the Borrower or any ERISA Affiliate withdraws from any Multiemployer Plan,
or (vi) the Borrower or any Subsidiary establishes or amends any employee
welfare benefit plan that provides post - employment welfare benefits in a
manner that would increase the liability of the Borrower or any Subsidiary
thereunder; and any such event or events described in clauses (i) through (vi)
above, either individually or together with any other such event or events,
would reasonably be expected to have a Material Adverse Effect (as used in
Article 6, the terms "employee benefit plan" and "employee welfare benefit plan"
shall have the respective meanings assigned to such terms in Section 3 of
ERISA);

                  (k)      the occurrence of an Event of Default (as defined in
the Intercreditor Agreement); or

                  (l)      either the Subsidiary Guaranty or the Pledge
Agreement shall for any reason cease to be in full force and effect and valid,
binding and enforceable in accordance with its terms, or any Obligated Party
shall so state in writing;

then, and in every such event, and at any time thereafter during the continuance
of such event, the Administrative Agent, at the request of the Required Lenders,
shall, by notice to the Borrower, take any or all of the following actions, at
the same or different times: (i) terminate forthwith the right of the Borrower
to borrow hereunder or to request the issuance, amendment, extension or renewal
or other modification of any Letter of Credit, (ii) exercise any rights that may
be available upon an Event of Default to terminate or cancel any outstanding
Letters of Credit, and (iii) declare the Borrowings and all reimbursement
obligations for LC Disbursements, then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Borrowings and the
reimbursement obligations for LC Disbursements, so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and
all other liabilities of the Borrower accrued hereunder, shall become forthwith
due and payable, without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration or any other notice of any kind, all of which
are hereby expressly waived, anything contained herein to the contrary
notwithstanding; provided that in the case of any event described in paragraph
(g) or (h) above with respect to any Obligated Party, all the Commitments of the
Lenders, the commitment of the Swingline Lender to make Swingline Loans and the
agreement of the Issuing Banks hereunder to issue Letters of Credit shall
automatically terminate and the principal amount of all Borrowings and all
reimbursement obligations for LC Disbursements then outstanding, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities
of the Obligated Parties accrued under the Loan Documents shall automatically
become due and payable, without presentment, demand, protest, notice of intent
to accelerate, notice of acceleration or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything contained herein to
the contrary notwithstanding. In addition to the other rights and remedies that
the Lenders may have upon the occurrence of an Event of Default, the Required
Lenders may direct: (i) the Collateral Agent to exercise the rights and remedies
available to the Collateral Agent under the Intercreditor Agreement and the
Pledge Agreement and (ii) the Administrative Agent to exercise the rights and
remedies available to it under the Subsidiary Guaranty.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 58

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                                   ARTICLE 7.

                            THE ADMINISTRATIVE AGENT

         In order to expedite the transactions contemplated by this Agreement,
JPMorgan is hereby appointed to act as Administrative Agent, on behalf of the
Lenders and the Issuing Banks and the appointment of JPMorgan as administrative
agent under the Prior Credit Agreement is hereby confirmed and continued. Each
of the Lenders and the Issuing Banks hereby irrevocably authorizes the
Administrative Agent to take such actions on behalf of such Lender or Issuing
Bank and to exercise such powers as are specifically delegated to the
Administrative Agent by the terms and provisions of any Loan Document, together
with such actions and powers as are reasonably incidental thereto. The
Administrative Agent is hereby expressly authorized by the Lenders and the
Issuing Banks, without hereby limiting any implied authority, (a) to receive on
behalf of the Lenders and the Issuing Bank, as applicable, all payments of
principal of and interest on the Loans and all other amounts due to the Lenders
and the Issuing Banks hereunder or under the Subsidiary Guaranty or from the
Collateral Agent under the Intercreditor Agreement, and promptly to distribute
to each Lender and each Issuing Bank its share of each payment so received; (b)
to give notice on behalf of each of the Lenders and each of the Issuing Banks to
the Borrower of any Event of Default of which the Administrative Agent has
actual knowledge acquired in connection with its agency hereunder; (c) to
distribute to each Lender and each Issuing Bank copies of all notices, financial
statements and other materials delivered by the Borrower pursuant to any Loan
Document as received by the Administrative Agent and (d) to execute and deliver
the Intercreditor Agreement in substantially the form attached hereto as Exhibit
F on its behalf and bind it to the terms thereof as if it were a direct party
thereto.

         Neither Administrative Agent nor any of its Related Parties shall be
liable as such for any action taken or omitted by any of them except for its or
his or her own gross negligence or willful misconduct, or be responsible for any
statement, warranty or representation herein or the contents of any document
delivered in connection herewith, or be required to ascertain or to make any
inquiry concerning the performance or observance by any Obligated Party of any
of the terms, conditions, covenants or agreements contained in any Loan
Document. The Administrative Agent shall not be responsible to the Lenders or
the Issuing Banks for the due execution, genuineness, validity, enforceability
or effectiveness of any Loan Document; provided that the foregoing exclusion
shall not have the effect of releasing the Administrative Agent from its stated
responsibilities herein to receive executed agreements, documents and
instruments on behalf of the Lenders and the Issuing Banks. The Administrative
Agent may deem and treat the Lender which makes any Loan or participates in any
Swingline Loan or in the obligation to reimburse the Issuing Banks for any LC
Disbursement as the holder of the indebtedness resulting therefrom for all
purposes hereof until it shall have received notice from such Lender, given as
provided herein, of the transfer thereof. The Administrative Agent shall in all
cases be fully protected in acting, or refraining from acting, in accordance
with written instructions signed by the Required Lenders and, except as
otherwise specifically provided herein, such instructions and any action or
inaction pursuant thereto shall be binding on all the Lenders and Issuing Banks.
The Administrative Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper Person or
Persons. Neither the Administrative Agent nor any of its Related Parties shall
have any responsibility to any Obligated Party on account of the failure of or
delay in performance or breach by any Lender or any Issuing Bank of any of its
obligations hereunder or to any Lender on account of the failure of or delay in
performance or breach by any Lender or any Issuing Bank or any Obligated Party
of any of their respective obligations under any Loan Document to which they are
a party. The Administrative Agent may execute any and all duties hereunder by or
through agents or employees and shall be entitled to rely upon the advice of
legal counsel selected by it with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good faith by it in
accordance with the advice of such counsel.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 59

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         The Lenders and the Issuing Banks hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of any Loan Document
unless it shall be requested in writing to do so by the Required Lenders.

         Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Banks and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Administrative Agent who must be acceptable to the Borrower and shall be
selected from the Lenders unless no Lender agrees to accept such appointment. If
no successor shall have been so appointed by the Required Lenders, no approval
of the Borrower obtained and such successor shall not have accepted such
appointment, all within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative Agent, which shall be a bank
having a combined capital and surplus of at least $500,000,000 or an Affiliate
of any such bank. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor bank, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 8.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

         With respect to the Loans made by it hereunder and Letters of Credit
issued hereunder, the Administrative Agent, in its individual capacity as a
Lender, the Swingline Lender and an Issuing Bank and not as Administrative Agent
shall have the same rights and powers as any other Lender or Issuing Bank and
may exercise the same as though it were not the Administrative Agent, and the
Administrative Agent and its Affiliates may accept deposits from, lend money to,
act as collateral agent under the Intercreditor Agreement and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent.

         Each Lender agrees (i) to reimburse the Administrative Agent, on
demand, in the amount of its Applicable Percentage of any expenses incurred for
the benefit of the Lenders or the Issuing Banks in its role as Administrative
Agent, including reasonable counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders or the Issuing
Banks, which shall not have been reimbursed by the Borrower AND (II) TO
INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND ANY OF ITS RELATED
PARTIES, ON DEMAND, IN THE AMOUNT OF SUCH APPLICABLE PERCENTAGE, FROM AND
AGAINST ANY AND ALL LIABILITIES, TAXES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR
NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST IT IN
ANY WAY RELATING TO OR ARISING OUT OF THE PRIOR CREDIT AGREEMENT OR ANY LOAN
DOCUMENT OR ANY ACTION TAKEN OR OMITTED BY IT UNDER ANY SUCH DOCUMENTS TO THE
EXTENT THE SAME SHALL NOT HAVE BEEN REIMBURSED BY THE BORROWER (INCLUDING ALL
LIABILITIES, TAXES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES, OR DISBURSEMENTS ARISING FROM THE SOLE OR CONTRIBUTORY
NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES); PROVIDED
THAT NO LENDER SHALL BE LIABLE TO ANY PARTY TO BE INDEMNIFIED HEREUNDER FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY.

         Each Lender and each Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed

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appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and each Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement or any related agreement or any
document furnished hereunder or thereunder.

         Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi, Ltd. and Wells Fargo
Bank Texas, N.A., have been designated as the co-documentation agents in
recognition of the level of their respective Commitments. No such Lender is an
agent for the Lenders and shall not have any obligation hereunder other than
those existing in its capacity as Lender.

         Neither any Issuing Bank nor the Swingline Lender nor any of their
respective Related Parties shall be liable for any action taken or omitted to be
taken by any of them hereunder or otherwise in connection with any Loan Document
except for its or their own gross negligence or willful misconduct. Without
limiting the generality of the preceding sentence, each Issuing Bank and the
Swingline Lender: (i) shall have no duties or responsibilities except those
expressly set forth in the Loan Documents, and shall not by reason of any Loan
Document be a trustee or fiduciary for any Obligated Party, (ii) shall not be
required to initiate any litigation or collection proceedings under any Loan
Document, (iii) shall not be responsible to any Obligated Party for any
recitals, statements, representations, or warranties contained in any Loan
Document, or any certificate or other documentation referred to or provided for
in, or received by any of them under, any Loan Document, or for the value,
validity, effectiveness, enforceability, or sufficiency of any Loan Document or
any other documentation referred to or provided for therein or for any failure
by any Person to perform any of its obligations thereunder, (iv) may consult
with legal counsel (including counsel for Borrower), independent public
accountants, and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants, or experts, and (v) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate, or other instrument or writing believed by it to be
genuine and signed or sent by the proper party or parties. As to any matters not
expressly provided for by any Loan Document, each Issuing Bank and the Swingline
Lender shall in all cases be fully protected in acting, or in refraining from
acting, hereunder in accordance with instructions signed by the Required
Lenders, and such instructions of the Required Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders and all
Obligated Parties; provided, however, that neither any Issuing Bank nor the
Swingline Lender shall be required to take any action which exposes it to
personal liability or which is contrary to any Loan Document or applicable law.

                                   ARTICLE 8.

                                 MISCELLANEOUS

         Section 8.01.     Notices. Notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed or sent by telecopy, as follows:

                  (a)      if to Borrower, at its principal executive offices at
2140 Lake Park Blvd., Richardson, Texas 75080, to the attention of Chief
Financial Officer, Telecopy No. 972/497-6042 with a copy to the Vice President
and Corporate Treasurer, Telecopy No. 972/497-6940;

                  (b)      if to the Administrative Agent or the Swingline
Lender, to JPMorgan Chase Bank, 2200 Ross Avenue, 3rd Floor, Dallas, TX 75201,
Attention of Steve Willmann, (Telecopy No. 214/965-2044), with a copy to
JPMorgan Chase Bank, 1111 Fannin Street, 10th Floor, Houston, TX 77002;
Attention: Rese Comley, Telephone 713/750-2736; Telecopy No. 713/750-2892 and
if such notice is a notice of a Euro Borrowing or an Australian Dollar
Borrowing, with a copy to JPMorgan Chase, London, England, Attention Caroline
Walsh, Telephone 44 207 777 2350; Telecopy No. 44 207 777 2360; and

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                  (c)      if to a Lender or an Issuing Bank, to it at its
address (or telecopy number) set forth in the Administrative Questionnaire
delivered to the Administrative Agent by such Lender in connection with the
execution of this Agreement or in the Assignment and Assumption pursuant to
which such Lender became a party hereto.

Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices
pursuant to Article 2 unless otherwise agreed by the Administrative Agent and
the applicable Lender. The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications. Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

         Section 8.02.     Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and shall survive the making by the Lenders of the Loans or the
acquisition and funding of participations in Swingline Loans or Letters of
Credit, or the making by the Swingline Lender of any Swingline Loan or the
issuance by an Issuing Bank of the Letters of Credit regardless of any
investigation made by the Lenders or on their behalf, and shall continue in full
force and effect as long as the principal of or any accrued interest on any
Loan, any Letter of Credit Liability or any Fee or any other amount payable
under this Agreement is outstanding and unpaid or the commitments and
obligations of the Lenders and the Issuing Banks hereunder have not been
terminated.

         Section 8.03.     Binding Effect. Subject to Article 4, this Agreement
shall become effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have received
copies hereof (telecopied or otherwise) which, when taken together, bear the
signature of each Lender.

         Section 8.04.     Successors and Assigns; Assignments and
Participations.

                  (a)      The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto (including, to the extent
set forth herein, the Related Parties of the parties hereto) and their
respective successors and assigns permitted hereby, except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants (to the extent provided in paragraph (c) of this Section) and, to
the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Banks and the Lenders, any legal or equitable
right, remedy or claim under or by reason of this Agreement.

                  (b)      (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it and its interests in
Swingline Loans and Letters of Credit) with the prior written consent (such
consent not to be unreasonably withheld) of:

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

                                    (B)      the Administrative Agent, provided
that no consent of the Administrative Agent shall be required for an assignment
to an assignee that is a Lender with a commitment immediately prior to giving
effect to such assignment.

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

                                    (A)      except in the case of an assignment
to a Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender's Commitment, the amount of the Commitment of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if an Event of Default under clauses
(a), (b), (g) or (h) of Article 6 has occurred and is continuing;

                                    (B)      each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement;

                                    (C)      the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee of $3,500; and

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

For the purposes of this Section 8.04(b), the term "Approved Fund" means a
Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

                           (iii)    Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) of this Section 8.04(b) from and after the
effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.11, 2.16 and 8.05). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 8.04 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

                           (iv)     The Administrative Agent, acting for this
purpose as an agent of the Borrower, shall maintain at one of its offices a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 63

<PAGE>

amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive and the Borrower, the Administrative Agent, the Issuing
Banks and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, any Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

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

                  (c)      (i)      Any Lender may, without the consent of
the Borrower, the Administrative Agent, any Issuing Bank or the Swingline
Lender, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing
to it and its direct or participation interests in Swingline Loans and LC
Disbursements); provided that (A) such Lender's obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (C) the
Borrower, the Administrative Agent, each Issuing Bank and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in Section 8.08 that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.11, 2.16 and 8.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 8.06 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.15 as though it were a Lender.

                           (ii)     A Participant shall not be entitled to
receive any greater payment under Sections 2.11 or 2.16 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower's prior written consent. A Participant
that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the
benefits of Section 2.16 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.16 as though it were a Lender.

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

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 64

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         Section 8.05.     Expenses; Indemnity; Funding and Exchange Losses.

                  (a)      The Borrower agrees to pay all reasonable out-of-
pocket expenses incurred by: (i) the Administrative Agent, J.P. Morgan
Securities Inc. or the Swingline Lender in connection with entering into the
Loan Documents and in connection with any amendments, modifications or waivers
of the provisions thereof (whether or not the transactions hereby contemplated
are consummated); (ii) incurred by the Administrative Agent or any Issuing Bank
in connection with the issuance, modification, extension or renewal of any
Letter of Credit; or (iii) incurred by the Administrative Agent, any Issuing
Bank, or any Lender in connection with the enforcement of their rights in
connection with this Agreement or any other Loan Document or in connection with
the Loans made and Letters of Credit issued hereunder, including the reasonable
fees and disbursements of counsel for the Administrative Agent, the Swingline
Lender and the Issuing Banks or, in the case of enforcement following an Event
of Default, the Lenders.

                  (b)      THE BORROWER AGREES TO INDEMNIFY EACH LENDER
(INCLUDING THE SWINGLINE LENDER) AND EACH ISSUING BANK AGAINST ANY DIRECT OR
INDIRECT COSTS OR LOSSES (INCLUDING ANY DIRECT LOSSES DUE TO CURRENCY EXCHANGE
RATES OR EXCHANGE CONTROLS), OR REASONABLE EXPENSE WHICH SUCH LENDER OR ISSUING
BANK MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF: (A) ANY FAILURE BY THE BORROWER
TO BORROW OR TO CONVERT OR CONTINUE ANY LOAN HEREUNDER (INCLUDING AS A RESULT OF
THE BORROWER'S FAILURE TO FULFILL ANY OF THE APPLICABLE CONDITIONS SET FORTH IN
ARTICLE 4) AFTER IRREVOCABLE NOTICE OF SUCH BORROWING, CONVERSION OR
CONTINUATION HAS BEEN GIVEN PURSUANT HERETO, (B) ANY PAYMENT, PREPAYMENT OR
CONVERSION, ASSIGNMENT OR FUNDING OF A FIXED RATE LOAN REQUIRED BY ANY PROVISION
OF THIS AGREEMENT OR OTHERWISE MADE OR DEEMED MADE ON A DATE OTHER THAN THE LAST
DAY OF THE INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF THE
OPERATION OF SECTION 2.01(c)), (C) ANY DEFAULT IN PAYMENT OR PREPAYMENT OF THE
PRINCIPAL AMOUNT OF ANY LOAN OR ANY REIMBURSEMENT OBLIGATION IN RESPECT OF ANY
LC DISBURSEMENT OR ANY PART THEREOF OR INTEREST ACCRUED THEREON, AS AND WHEN DUE
AND PAYABLE (AT THE DUE DATE THEREOF, WHETHER BY SCHEDULED MATURITY,
ACCELERATION, IRREVOCABLE NOTICE OF PREPAYMENT OR OTHERWISE), (D) THE OCCURRENCE
OF ANY EVENT OF DEFAULT, OR (E) THE FAILURE TO PAY ANY LOAN OR LC DISBURSEMENT
DENOMINATED IN AN AVAILABLE CURRENCY, OR ANY INTEREST THEREON, IN THE AVAILABLE
CURRENCY IN WHICH SUCH LOAN WAS MADE OR APPLICABLE LETTER OF CREDIT ISSUED,
INCLUDING, IN EACH SUCH CASE, ANY LOSS OR REASONABLE EXPENSE SUSTAINED OR
INCURRED OR TO BE SUSTAINED OR INCURRED BY SUCH LENDER OR ISSUING BANK IN
LIQUIDATING OR EMPLOYING DEPOSITS FROM THIRD PARTIES, OR WITH RESPECT TO
COMMITMENTS MADE OR OBLIGATIONS UNDERTAKEN WITH THIRD PARTIES, TO EFFECT OR
MAINTAIN ANY LOAN OR LETTER OF CREDIT HEREUNDER OR ANY PART THEREOF. SUCH LOSS
SHALL INCLUDE, AS APPLICABLE: (i) AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS
REASONABLY DETERMINED BY SUCH LENDER OR ISSUING BANK, OF (A) ITS COST OF
OBTAINING THE FUNDS FOR THE LOAN OR LETTER OF CREDIT BEING PAID, PREPAID,
CONVERTED OR NOT BORROWED FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT,
PREPAYMENT OR FAILURE TO BORROW TO THE LAST DAY OF THE INTEREST PERIOD FOR SUCH
LOAN (OR, IN THE CASE OF A FAILURE TO BORROW THE INTEREST PERIOD FOR SUCH LOAN
WHICH WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) OVER (B) THE AMOUNT OF
INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD BE REALIZED BY
SUCH LENDER IN RE - EMPLOYING THE FUNDS SO PAID, PREPAID OR NOT BORROWED FOR
SUCH PERIOD OR INTEREST PERIOD, AS THE CASE MAY BE, (ii) ANY LOSS INCURRED IN
LIQUIDATING OR CLOSING OUT ANY FOREIGN

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CURRENCY CONTRACT, AND (iii) ANY LOSS ARISING FROM ANY CHANGE IN THE VALUE OF
DOLLARS IN RELATION TO ANY LOAN OR LC DISBURSEMENT MADE IN ANOTHER AVAILABLE
CURRENCY WHICH WAS NOT PAID ON THE DATE DUE OR WHICH WAS NOT PAID IN THE
AVAILABLE CURRENCY IN WHICH IT WAS MADE OR IN WHICH THE APPLICABLE LETTER OF
CREDIT WAS ISSUED.

                  (c)      THE BORROWER AGREES TO INDEMNIFY THE ADMINISTRATIVE
AGENT, EACH ISSUING BANK, EACH LENDER, EACH OF THEIR RESPECTIVE RELATED PARTIES
(EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH
INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND
RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND EXPENSES, INCURRED BY OR
ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF (I) THE PRIOR CREDIT AGREEMENT,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (II) THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (III) THE USE OF THE PROCEEDS OF
THE LOANS OR THE USE OF ANY LETTER OF CREDIT OR (IV) ANY CLAIM, LITIGATION,
INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT ANY
INDEMNITEE IS A PARTY THERETO (INCLUDING, WITHOUT LIMITATION, ANY LOSSES,
CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES ARISING FROM THE SOLE OR
CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL
NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS,
DAMAGES, LIABILITIES OR RELATED EXPENSES (I) ARE DETERMINED TO HAVE RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (II)
RESULT FROM ANY LITIGATION BROUGHT BY SUCH INDEMNITEE AGAINST THE BORROWER OR BY
THE BORROWER AGAINST SUCH INDEMNITEE, IN WHICH THE BORROWER IS THE PREVAILING
PARTY.

                  (d)      The provisions of this Section shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the termination or satisfaction of all Letter of Credit Liabilities,
the consummation of the transactions contemplated hereby, the repayment of any
of the Loans, the invalidity or unenforceability of any term or provision of
this Agreement or any investigation made by or on behalf of the Administrative
Agent or any Lender. All amounts due under this Section shall be payable on
written demand therefor.

         Section 8.06.     Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or Affiliate to or for the credit or the account of
the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement or any Swap Agreement held by such
Lender or Affiliate, irrespective of whether or not such Lender or Affiliate
shall have made any demand and although such obligations may be unmatured. The
rights of each Lender and Affiliate of a Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender or Affiliate may have and are subject to the terms of the
Intercreditor Agreement.

         Section 8.07.     Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

         Section 8.08.     Waivers; Amendment.

                  (a)      No failure or delay of any Obligated Party, the
Administrative Agent, any Issuing Bank or any Lender in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any

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single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Banks and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies which
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on any Obligated Party in any case shall entitle such
party to any other or further notice or demand in similar or other
circumstances.

                  (b)      Neither this Agreement nor any provision hereof may
be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders; provided,
however, that no such agreement shall: (i) decrease the principal amount of, or
extend the maturity of any scheduled principal payment date or date for the
payment of any interest on any Loan or the date for any payment of any LC
Disbursement, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Loan, or LC Disbursement without the prior
written consent of each Lender affected thereby, (ii) increase any Commitment
(except pursuant to an Increased Commitment Supplement executed in accordance
with the terms and conditions of Section 2.20 which only needs to be signed by
the Borrower, the Administrative Agent and the Lenders increasing or providing
new Commitments thereunder if the Increased Commitment Supplement does not
increase the Total Commitments to an amount in excess of $250,000,000) or extend
the date when the Commitments terminate or decrease the Facility Fee Percentage
or any Letter of Credit Fee or change the date on which the fees are due and
payable, without the prior written consent of each Lender affected thereby or
(iii) amend or modify the provisions of Section 2.13 or Section 8.04(a)(i), the
provisions of this Section or the definition of the "Required Lenders", without
the prior written consent of each Lender; provided further, however, that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent, the Swingline Lender or an Issuing Bank hereunder
without the prior written consent of such party. Each Lender shall be bound by
any waiver, amendment or modification authorized by this Section and any consent
by any Lender pursuant to this Section shall bind any assignee of its rights and
interests hereunder.

         Section 8.09.     Entire Agreement; Amendment and Restatement. THIS
AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS HERETO) AND THE OTHER LOAN
DOCUMENTS CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE
TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE ENTIRE CONTRACT AMONG THE
PARTIES RELATIVE TO THE SUBJECT MATTER HEREOF AND THEREOF. ANY PREVIOUS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE PRIOR CREDIT AGREEMENT) AMONG THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. This Agreement amends and restates in its entirety the
Prior Credit Agreement. The execution of this Agreement and the other Loan
Documents executed in connection herewith does not extinguish the indebtedness
outstanding in connection with the Prior Credit Agreement and the other Loan
Documents nor does it constitute a novation with respect to such indebtedness.
Each Obligated Party that was a party to any Loan Document prior to the date
hereof represents and warrants that as of the Effective Date there are no claims
or offsets against or defenses or counterclaims to its obligations under the
Prior Credit Agreement or any of the other documents executed in connection
therewith. To induce the Lenders, the Issuing Banks and the Administrative Agent
to enter into this Agreement, each such Obligated Party (by entering into the
Loan Documents to which it is a party) waives any and all such claims, offsets,
defenses or counterclaims, whether known or unknown, arising prior to the
Effective Date and relating to the Prior Credit Agreement, Loan Documents or the
transactions contemplated hereby or thereby. Without limiting the generality of
the foregoing and notwithstanding any Loan Document to the contrary, each

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 67

<PAGE>

Obligated Party (by entering into the Loan Documents to which it is a party) the
Administrative Agent, the Issuing Banks and the Lenders agree and acknowledge
that:

                  (a)      the term "Credit Agreement" as used in each Loan
Document means this Agreement; and

                  (b)      any reference to The Chase Manhattan Bank in any Loan
Document executed prior to the Effective Date means a reference to JPMorgan
Chase Bank (formerly The Chase Manhattan Bank as successor in interest by merger
to Chase Bank of Texas, N.A.).

         Section 8.10.     Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good - faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         Section 8.11.     Counterparts. This Agreement may be executed in two
or more counterparts and on telecopy counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract, and shall become effective as provided in Section 8.03.

         Section 8.12.     Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         Section 8.13.     Interest Rate Limitation.

                  (a)      Notwithstanding anything herein to the contrary, if
at any time the applicable interest rate, together with all fees and charges
which are treated as interest under applicable law (collectively the "Charges"),
as provided for herein or in any other document executed in connection herewith,
or otherwise contracted for, charged, received, taken or reserved by any Lender,
shall exceed the Maximum Rate (as defined below) which may be contracted for,
charged, taken, received or reserved by such Lender in accordance with
applicable law, the rate of interest payable on the Loans of such Lender,
together with all Charges payable to such Lender, shall be limited to the
Maximum Rate. As used herein, the term "Maximum Rate" means, at any time and
with respect to any Lender, the maximum rate of non - usurious interest under
applicable law that such Lender may charge Borrower. The Maximum Rate shall be
calculated in a manner that takes into account any and all fees, payments, and
other charges contracted for, charged, or received in connection with the Loan
Documents that constitute interest under applicable law. Each change in any
interest rate provided for herein based upon the Maximum Rate resulting from a
change in the Maximum Rate shall take effect without notice to Borrower at the
time of such change in the Maximum Rate. For purposes of determining the Maximum
Rate under Texas law, the applicable rate ceiling shall be the weekly ceiling
described in, and computed in accordance with Chapter 303 of the Texas Finance
Code.

                  (b)      If the amount of interest, together with all Charges,
payable for the account of any Lender in respect of any interest computation
period is reduced pursuant to paragraph (a) of this Section and the amount of
interest, together with all Charges, payable for such Lender's account in
respect of any subsequent interest computation period, computed pursuant to
Section 2.06, would be less than the Maximum Rate, then the amount of interest,
together with all Charges, payable for such Lender's account in respect of such
subsequent interest computation period shall, to the extent permitted by
applicable law, be automatically increased to such Maximum Rate; provided that
at no time shall the aggregate amount by which interest paid for the account of
any Lender has been increased pursuant to this paragraph (b) exceed the
aggregate amount

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 68

<PAGE>

by which interest, together with all Charges, paid for its account has
theretofore been reduced pursuant to paragraph (a) of this Section.

                  (c)      No provision of this Agreement shall require the
payment or the collection of interest in excess of the maximum amount permitted
by applicable law. If any excess of interest in such respect is hereby provided
for, or shall be adjudicated to be so provided, in this Agreement or otherwise
in connection with this loan transaction, the provisions of this Section shall
govern and prevail and neither the Borrower nor the sureties, guarantors,
successors, or assigns of the Borrower shall be obligated to pay the excess
amount of such interest or any other excess sum paid for the use, forbearance,
or detention of sums loaned pursuant hereto. In the event any Lender ever
receives, collects, or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by applicable law shall be applied
as a payment and reduction of the principal of the Loans; and, if the principal
of the Loans has been paid in full, any remaining excess shall forthwith be paid
to the Borrower. In determining whether or not the interest paid or payable
exceeds the Maximum Rate, the Borrower and each Lender shall, to the extent
permitted by applicable law, (a) characterize any non - principal payment as an
expense, fee, or premium rather than as interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
entire contemplated term of the Loans so that interest for the entire term does
not exceed the Maximum Rate.

         Section 8.14.     Confidentiality. For the purposes of this Section
8.14, "Confidential Information" means information delivered to the
Administrative Agent, an Issuing Bank or a Lender by or on behalf of the
Borrower or any Subsidiary in connection with the transactions contemplated by
or otherwise pursuant to this Agreement that is proprietary in nature and that
was clearly marked or labeled or otherwise adequately identified when received
by the Administrative Agent, an Issuing Bank or a Lender as being confidential
information of the Borrower or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to the
Administrative Agent, an Issuing Bank or a Lender prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission
by the Administrative Agent, an Issuing Bank or a Lender or any Person acting on
their behalf, (c) otherwise becomes known to the Administrative Agent, an
Issuing Bank or a Lender other than through disclosure by the Borrower or any
Subsidiary or (d) constitutes financial statements delivered to you under
Section 5.18 that are otherwise publicly available. The Administrative Agent,
each Issuing Bank and each Lender agree that they will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by them in good faith to protect confidential information of third
parties delivered to them, provided that the Administrative Agent, an Issuing
Bank or a Lender may deliver or disclose Confidential Information to (i) Related
Parties (to the extent such disclosure reasonably relates to the administration
of this Agreement), (ii) its financial advisors and other professional advisors
who agree to hold confidential the Confidential Information substantially in
accordance with the terms of this Section 8.14, (iii) the Administrative Agent
or other Lender, (iv) any Transferee (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 8.14), (v) any Person from which it offers to purchase any Equity
Interest of the Borrower or a Subsidiary (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 8.14), (vi) any federal or state regulatory authority
having jurisdiction over it, (vii) any nationally recognized rating agency that
requires access to information about its investment portfolio, or (viii) any
other Person to which such delivery or disclosure may be necessary or
appropriate (w) to effect compliance with any law, rule, regulation or order
applicable to it, (x) in response to any subpoena or other legal process, (y) in
connection with any litigation to which it is a party or (z) if an Event of
Default has occurred and is continuing, to the extent the Administrative Agent,
an Issuing Bank or a Lender may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under this Agreement. Notwithstanding
anything in any commitment or fee letter executed in connection herewith to the
contrary, the parties hereto may disclose to any Person, without limitation of
any kind, the "tax treatment" and "tax

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 69

<PAGE>

structure" (in each case, within the meaning of Treasury Regulation Section
1.6011 - 4) of the Transactions and all materials of any kind (including
opinions or other tax analyses) that are provided to the Borrower relating to
such tax treatment and tax structure, except that, with respect to any document
or similar item that in either case contains information concerning the tax
treatment or tax structure of the Transactions as well as other information,
this proviso shall only apply to such portions of the document or similar item
that relate to the tax treatment or tax structure of the Transactions.

         Section 8.15.     Non-Application of Chapter 346 of the Texas Finance
Code. The provisions of Chapter 346 of the Texas Finance Code are specifically
declared by the parties hereto not to be applicable to this Agreement or to the
transactions contemplated hereby.

         Section 8.16.     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         Section 8.17.     Judgment Currency. This is a loan transaction in
which the specification of Australian Dollars, Euro or Dollars is of the
essence, and the stipulated currency shall in each instance be the currency of
account and payment in all instances. A payment obligation in one currency
hereunder (the "Original Currency") shall not be discharged by an amount paid in
another currency (the "Other Currency"), whether pursuant to any judgment
expressed in or converted into any Other Currency or in another place except to
the extent that such tender or recovery results in the effective receipt by a
party hereto of the full amount of the Original Currency payable to such party.
If for the purpose of obtaining judgment in any court it is necessary to convert
a sum due hereunder in the Original Currency into the Other Currency, the rate
of exchange that shall be applied shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase Original
Currency at the relevant office with the Other Currency on the Business Day next
preceding the day on which such judgment is rendered. The obligation of the
Borrower and the Guarantors in respect of any such sum due from it to the
Administrative Agent, any Issuing Bank or any Lender under any Loan Document (in
this Section 8.17 called an "Entitled Person") shall, notwithstanding the rate
of exchange actually applied in rendering such judgment, be discharged only to
the extent that on the Business Day following receipt by such Entitled Person of
any sum adjudged to be due hereunder in the Other Currency such Entitled Person
may in accordance with normal banking procedures purchase the Original Currency
with the amount of the judgment currency so adjudged to be due; and the
Borrower, as a separate obligation and notwithstanding any such judgment, agrees
to indemnify such Entitled Person against, and to pay such Entitled Person on
demand, in the Original Currency, the amount (if any) by which the sum
originally due to such Entitled Person in the Original Currency hereunder
exceeds the amount of the Other Currency so purchased.

         Section 8.18.     Independence of Covenants. All covenants under the
Loan Documents shall be given independent effect so that if a particular action
or condition is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or be otherwise within the limitations of,
another covenant shall not avoid the occurrence of a Default if such action is
taken or such condition exists.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 70

<PAGE>

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

                                    LENNOX INTERNATIONAL INC.

                                    By: ________________________________________
                                        Richard A. Smith, Executive Vice
                                        President and Chief Financial Officer

                                    JPMORGAN CHASE BANK, formerly The Chase
                                    Manhattan Bank, as successor in interest by
                                    merger to Chase Bank of Texas, National
                                    Association, individually as Lender, an
                                    Issuing Bank, Swingline Lender, and as
                                    Administrative Agent

                                    By: ________________________________________
                                        David L. Howard
                                        Vice President

                                    THE BANK OF NOVA SCOTIA

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    THE BANK OF TOKYO-MITSUBISHI,
                                    LTD.

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    WELLS FARGO BANK TEXAS, N.A.

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 71

<PAGE>

                                    BANK OF TEXAS, N.A.

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    BANK ONE, NA (successor by merger to Bank
                                    One, Texas, N.A

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    GUARANTY BANK

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    COMPASS BANK

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    FIRST AMERICAN BANK, SSB

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    THE NORTHERN TRUST COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 72

<PAGE>

                                    SOUTHWEST BANK OF TEXAS, N.A.

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Page 73

<PAGE>

                         INDEX TO SCHEDULES AND EXHIBITS

<TABLE>
<S>                        <C>
Exhibit A                  Form of Borrowing Request
Exhibit B                  Form of Assignment and Assumption
Exhibit C                  Matters to be Covered in Opinion of Counsel
Exhibit D                  Form of Subsidiary Guaranty
Exhibit E                  Form of Subsidiary Joinder Agreement
Exhibit F                  Form of Intercreditor Agreement
Exhibit G                  Form of Increased Commitment Supplement

Schedule 1.01              Existing Letters of Credit
Schedule 1.01A             Non-recurring Charges in 2002
Schedule 2.01              Commitments
Schedule 3.05              Lennox International Inc. Subsidiaries
Schedule 3.05A             Material Subsidiary Capitalization
Schedule 3.06              Financial Statements
Schedule 3.13              Existing Indebtedness
Schedule 5.12              Scheduled Indebtedness
Schedule 5.13              Existing Liens
Schedule 5.16              Existing Restrictions
Schedule 5.23              Existing Investments
</TABLE>

INDEX TO SCHEDULES AND EXHIBITS, Solo Page

<PAGE>

                                                                       EXHIBIT A

                            FORM OF BORROWING REQUEST

JPMorgan Chase Bank, as Administrative                                    [Date]
Agent for the Lenders referred to below
2200 Ross Avenue, 3rd Floor
Dallas, TX  75201
Attention: Ray Garcia
Telecopy: 214-965-2044

and

JPMorgan Chase Bank
Loan Syndications Services
1111 Fannin, 10th Floor
Houston, TX 77002

Attention: Rese Comley
Telecopy: 713-750-2892

Ladies and Gentlemen:

         The undersigned, Lennox International Inc. (the "Borrower"), refers to
the Amended and Restated Revolving Credit Facility Agreement dated as of
September 11, 2003 (as has been and it may hereafter be amended, modified,
extended or restated from time to time, the "Agreement"), among the Borrower,
the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement. The Borrower hereby gives you
notice pursuant to Section 2.03 of the Agreement that it requests a Borrowing
under the Agreement, and sets forth below the terms on which such Borrowing is
requested to be made:

         (A)   Date of Borrowing (which is a Business Day)       _______________

         (B)   Type of Loan (i.e., ABR Loan or Fixed Rate Loan)  _______________

         (C)   Facility (i.e., Revolver or Swingline)            _______________

         (D)   Available Currency (i.e., Dollars, Australian
               Dollars or the Euro) (For Swingline Loans only)   _______________

         (E)   Principal amount of Borrowing(1)                  _______________

         (F)   Interest Period and the last day thereof(3)       _______________

----------------------------
         (1) Not less than $5,000,000 (and in integral multiples of $1,000,000)
with respect to Revolving Loans. Not less than $1,000,000 (and in integral
multiples of $500,000) with respect to Swingline Loans.

BORROWING REQUEST, Page 1

<PAGE>

         (G)   Total outstanding Revolving Loans (including,
               if applicable, Loan requested)                        $__________

         (H)   Total Dollar Equivalent amount of all Swingline
               Loans (including, if applicable, Loan requested)      $__________

         (I)   Total Dollar Equivalent amount of all Letter
               of Credit Liabilities                                 $__________

         (J)   Total Revolving Exposure (sum of (G), (H) and (I))    $__________

         (K)   Total Commitments ((J) not to exceed (K))             $__________

         (L)   Aggregate Dollar Swingline Loans, including if
               applicable the Loan requested (not to exceed
               $20,000,000)                                          $__________

         (M)   Aggregate Dollar Equivalent Amount of Australian
               Dollar Loans, including if applicable the Loan
               requested (not to exceed $25,000,000)                 $__________

         (N)   Aggregate Dollar Equivalent Amount of Euro Loans,
               including if applicable the Loan requested (not
               to exceed $25,000,000)                                $__________

         The Borrower represents and warrants that the conditions to lending
specified in Section 4.01(b), (c) and (d) of the Agreement have been satisfied
and that after giving effect to the Borrowing requested hereby, the total
Revolving Exposures of all Lenders shall not exceed the Total Commitment.

                                    Very truly yours,

                                    LENNOX INTERNATIONAL INC.

                                    By: _______________________________________
                                        Name:
                                        Senior Financial Officer

---------------------
         (3) Which shall be subject to the definition of "Interest Period" and
end not later than the Maturity Date.

BORROWING REQUEST, Page 2

<PAGE>

                                                                       EXHIBIT B

                            ASSIGNMENT AND ASSUMPTION

         This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including participation or other interest in any
letters of credit, guarantees, foreign currency loans, and swingline loans
included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and
all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.

<TABLE>
<S>      <C>                    <C>
1.       Assignor:              ____________________________________________________________________

2.       Assignee:              ____________________________________________________________________

                                [and is an Affiliate/Approved Fund of [identify Lender](1)]

3.       Borrower:              Lennox International Inc.

4.       Administrative Agent:  JPMorgan Chase Bank

5.       Credit Agreement:      $205,000,000 Amended and Restated Revolving Credit Facility Agreement
                                dated as of September 11, 2003 among Lennox International Inc., the
                                lenders parties thereto, and JPMorgan Chase Bank, as Administrative
                                Agent

6.       Assigned Interest:
</TABLE>

-----------------------
(1) Select as applicable.

ASSIGNMENT AND ASSUMPTION, Page 1

<PAGE>

<TABLE>
<CAPTION>
                      Aggregate Amount of      Amount of         Percentage of
                     Commitment/Loans for   Commitment/Loans    Commitment/Loans
Facility Assigned        all Lenders           Assigned             Assigned
--------------------------------------------------------------------------------
<S>                  <C>                    <C>                 <C>
                              $                    $                   %
                              $                    $                   %
                              $                    $                   %
--------------------------------------------------------------------------------
</TABLE>

         Effective Date: _____________ ___, 20___ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

         The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                    ASSIGNOR

                                    [NAME OF ASSIGNOR]

                                    By:  _______________________________________
                                         Title:  _______________________________

                                    ASSIGNEE

                                    [NAME OF ASSIGNEE]

                                    By:  _______________________________________
                                         Title:  _______________________________

ASSIGNMENT AND ASSUMPTION, Page 2

<PAGE>

[Consented to and](2) Accepted:

JPMORGAN CHASE BANK, as
  Administrative Agent

By:  _______________________________________
     Title:  _______________________________

[Consented to:](3)

LENNOX INTERNATIONAL INC.

By:  _______________________________________
     Title:  _______________________________

--------------------
(2) To be added only if the consent of the Administrative Agent is required by
    the terms of the Credit Agreement.

(3) To be added only if the consent of the Borrower is required by the terms of
    the Credit Agreement.

ASSIGNMENT AND ASSUMPTION, Page 3

<PAGE>

                                                                         ANNEX 1

            AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT
                                       For
                            LENNOX INTERNATIONAL INC.
                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

         1.       Representations and Warranties.

                  1.1      Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.

                  1.2.     Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Credit
Agreement that are required to be satisfied by it in order to acquire the
Assigned Interest and become a Lender, (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.18 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

         2.       Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective
Date.

         3.       General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the laws
of the State of Texas.

ANNEX 1 to Assignment and Assumption, Solo Page

<PAGE>

                                                                       EXHIBIT C

                            MATTERS TO BE COVERED IN

                               OPINION OF COUNSEL

         1.       Each Obligated Party being duly incorporated, validly existing
and in good standing and the Obligated Parties having requisite corporate power
and authority to execute, deliver and perform the Loan Documents to which each
is party.

         2.       Each Obligated Party being duly qualified and in good standing
as a foreign corporation in appropriate jurisdictions. As to the capitalization
of each Domestic Subsidiary whose Equity Interests have been pledged pursuant to
the Pledge Agreement.

         3.       Due authorization and execution of the Loan Documents and that
the Loan Documents constitute legal, valid, binding and enforceable agreements.

         4.       No conflicts with charter documents, laws or other agreements.

         5.       All consents required to execute, deliver or perform the Loan
Documents having been obtained.

         6.       No litigation questioning validity of any Loan Document or as
to which there is otherwise the reasonable likelihood of a Material Adverse
Effect.

         7.       No violation of Regulations T, U or X of the Federal Reserve
Board.

         8.       No Obligated Party being an "investment company", or a company
"controlled" by an "investment company", under the Investment Company Act of
1940, as amended.

         9.       The Pledge Agreement creating valid and enforceable liens and
security interest in the collateral covered thereby and the perfection and
priority of such security interest.

EXHIBIT C - Opinion of Counsel, Solo Page

<PAGE>

                                                                       EXHIBIT D

               AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT

         THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (the "Guaranty
Agreement") dated as of September 11, 2003 is by and among LENNOX INDUSTRIES
INC., ARMSTRONG AIR CONDITIONING INC., EXCEL COMFORT SYSTEMS INC., SERVICE
EXPERTS INC., LENNOX GLOBAL LTD., LGL EUROPE HOLDING CO. and LGL AUSTRALIA (US)
INC. and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank) (the
"Administrative Agent").

                                    RECITALS:

         A.       Lennox International Inc., a Delaware corporation (the
"Borrower"), has entered into that certain Revolving Credit Facility Agreement
dated as of July 29, 1999, among the Borrower, the lenders party thereto and The
Chase Manhattan Bank)(who is now JPMorgan Chase Bank), as administrative agent
(such Revolving Credit Facility Agreement, as the same has been amended or
otherwise modified, being hereinafter referred to as the "Prior Credit
Agreement");

         B.       In connection with the Prior Credit Agreement, Lennox
Industries Inc., Service Experts Inc., Armstrong Air Conditioning Inc. and Excel
Comfort Systems Inc. entered into that certain Subsidiary Guaranty Agreement
dated June 29, 2001 (as amended or otherwise modified from time to time, herein
the "Prior Guaranty").

         C.       Borrower has entered into that certain Amended and Restated
Revolving Credit Facility Agreement dated as of September 11, 2003, with the
lenders party thereto (the "Lenders") and JPMorgan Chase Bank (formerly The
Chase Manhattan Bank), as administrative agent which amended and restated the
Prior Credit Agreement in its entirety (such Revolving Credit Facility
Agreement, as the same has been and may hereafter be amended or otherwise
modified from time to time, being hereinafter referred to as the "Credit
Agreement", and capitalized terms not otherwise defined herein shall have the
same meaning as set forth in the Credit Agreement); and

         D.       One of the conditions to the effectiveness of the Credit
Agreement and each Issuing Bank's agreement and each Lender's obligations
thereunder is the execution and delivery of this Guaranty Agreement by the
parties hereto which amends and restates the Prior Guaranty and joins Lennox
Global Ltd., LGL Europe Holding Co. and LGL Australia (US) Inc. as guarantors
hereunder.

         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, each of the undersigned parties and any
Subsidiary hereafter added as a "Guarantor" hereto pursuant to a Subsidiary
Joinder Agreement (each a "Guarantor" and collectively the "Guarantors"), hereby
jointly, severally, irrevocably and unconditionally guarantees to the
Administrative Agent the full and prompt payment and performance of the
Guaranteed Obligations (hereinafter defined), this Guaranty Agreement being upon
the following terms:

         1.       THE GUARANTEED OBLIGATIONS. The term "Guaranteed Obligations"
means all obligations, indebtedness, and liabilities:

                  (a)      of Borrower to the Administrative Agent, the Issuing
Banks and the Lenders, or any of them, arising pursuant to the Credit Agreement,
the Intercreditor Agreement, the Pledge Agreement, or any other Loan Document
executed and delivered in connection with the foregoing (collectively with the
Swap Agreements described in next clause (b), the "Transaction Documents") and

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 1

<PAGE>

                  (b)      of Borrower and the other Subsidiaries of the
Borrower to the Administrative Agent, the Issuing Banks, the Lenders, and the
Affiliates of the Lenders, or any of them, arising pursuant to any Swap
Agreement (as such term is defined in the Intercreditor Agreement), whether any
of such obligations, indebtedness and liabilities described in clause (a) and
(b) are now existing or hereafter arising, whether direct, indirect, related,
unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint
and several, including, without limitation, (i) the obligation of Borrower to
repay the Loans, interest on the Loans, the obligation of the Borrower to
reimburse each Issuing Bank for all LC Disbursements owing to it and all fees,
costs, and expenses (including attorneys' fees and expenses) provided for in the
Credit Agreement and (ii) all post - petition interest and expenses (including
attorneys' fees) whether or not allowed under any bankruptcy, insolvency, or
other similar law. However, the Guaranteed Obligations shall be limited, with
respect to each Guarantor, to an aggregate amount equal to the largest amount
that would not render such Guarantor's obligations hereunder subject to
avoidance under Section 544 or 548 of the United States Bankruptcy Code or under
any applicable state law relating to fraudulent transfers or conveyances. For
the purposes of this Guaranty Agreement, the Administrative Agent, the Issuing
Banks, the Lenders and each Affiliate of a Lender who is owed any Guaranteed
Obligations is herein a "Creditor". Furthermore, Borrower and any other party
directly obligated on any Guaranteed Obligation is herein an "Obligated Party".
This Guaranty Agreement is an absolute, present and continuing Guaranty
Agreement of payment and not of collectibility and is in no way conditional or
contingent upon any attempt to collect from any Obligated Party, any collateral
securing the Guaranteed Obligations or any other guarantor of the obligations
guarantied hereby or upon any other action, occurrence or circumstance
whatsoever. In the event that an Obligated Party shall fail so to pay any of
such Guaranteed Obligations, the Guarantors jointly and severally agree to pay
the same when due to the Administrative Agent or, with respect to Guaranteed
Obligations arising in connection with a Swap Agreement, to the applicable
Creditor, without demand, presentment, protest or notice of any kind. Each
default in payment of principal of, premium, if any, or interest on any
obligation guarantied hereby shall give rise to a separate cause of action
hereunder and separate suits may be brought hereunder as each cause of action
arises.

         2.       INDEMNIFICATION. EACH GUARANTOR AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH ISSUING BANK, EACH LENDER, AND EACH OF THEIR
RESPECTIVE RELATED PARTIES (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE")
AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND
EXPENSES, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF (i) THE
PRIOR GUARANTY OR THIS GUARANTY AGREEMENT, (ii) THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS GUARANTY AGREEMENT OR ANY TRANSACTION
DOCUMENT, (iii) THE USE OF THE PROCEEDS OF THE LOANS OR THE USE OF ANY LETTER OF
CREDIT OR (iv) ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO
ANY OF THE FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO
(INCLUDING, WITHOUT LIMITATION, ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES AND
RELATED EXPENSES ARISING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE
INDEMNITEE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE
AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
RELATED EXPENSES (i) ARE DETERMINED TO HAVE RESULTED FROM THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (ii) RESULT FROM ANY LITIGATION
BROUGHT BY SUCH INDEMNITEE AGAINST ANY OBLIGATED PARTY OR BY ANY OBLIGATED PARTY
AGAINST SUCH INDEMNITEE, IN WHICH THE BORROWER OR SUCH GUARANTOR IS THE
PREVAILING PARTY.

         3.       OBLIGATIONS ABSOLUTE. The obligations of each Guarantor
hereunder shall be primary, continuing, absolute, joint, several, irrevocable
and unconditional, irrespective of the validity, regularity or

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 2

<PAGE>

enforceability of any Transaction Document, shall not be subject to any
counterclaim, setoff, deduction or defense based upon any claim any Guarantor
may have against any Obligated Party, any Creditor or otherwise or any claim any
Obligated Party may have against any Creditor or otherwise, and shall remain in
full force and effect without regard to, and shall not be released, discharged
or in any way affected by, any circumstance or condition whatsoever (whether or
not such Guarantor shall have any knowledge or notice thereof), including,
without limitation: (a) any amendment, modification of or supplement to any
Transaction Document or any other instrument referred to therein (except that
the obligations of any Guarantor hereunder shall apply to the applicable
Transaction Document or such other instruments as so amended, modified or
supplemented) or any assignment or transfer of any thereof or of any interest
therein, or any furnishing, acceptance or release of any security for the
obligations due under any Transaction Document, (b) any waiver, consent,
extension, indulgence or other action or inaction under or in respect of any
Transaction Document; (c) any bankruptcy, insolvency, readjustment, composition,
liquidation or similar proceeding with respect to the Borrower or its property;
(d) any merger, amalgamation or consolidation of any Guarantor or of any
Obligated Party into or with any other corporation or any sale, lease or
transfer of any or all of the assets of any Guarantor or of any Obligated Party
to any Person; (e) an failure on the part of any Obligated Party for any reason
to comply with or perform any of the terms of any other agreement with any
Guarantor; or (f) any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor (other than a release of
the obligations of a Guarantor hereunder granted in accordance with the
provisions of paragraph 21 hereof). Each Guarantor covenants that its
obligations hereunder will not be discharged except by payment in full of all of
the Guaranteed Obligations or a release granted in accordance with the
provisions of paragraph 21.

         4.       WAIVER. Each Guarantor unconditionally waives to the fullest
extent permitted by law, (a) notice of acceptance hereof, of any action taken or
omitted in reliance hereon and of any defaults by any Obligated Party in the
payment of any amounts due under any Transaction Document, and of any of the
matters referred to in paragraph 2 or 3 hereof, (b) all notices which may be
required by statute, rule of law or otherwise to preserve any of the rights of
any Creditor from time to time against any Guarantor, including, without
limitation, presentment to or demand for payment from any Obligated Party or any
Guarantor, notice to any Obligated Party or to any Guarantor of default or
protest for nonpayment or dishonor and the filing of claims with a court in the
event of the bankruptcy of the Borrower, (c) any right to the enforcement,
assertion or exercise by any Creditor of any right, power or remedy conferred in
this Guaranty Agreement or any Transaction Document, (d) any requirement or
diligence on the part of any Creditor and (e) any other act or omission or thing
or delay to do any other act or thing which might in any manner or to any extent
vary the risk of any Guarantor or which might otherwise operate as a discharge
of any Guarantor. The exercise by any Creditor of any right or remedy hereunder
or under any other instrument, or at law or in equity, shall not preclude the
concurrent or subsequent exercise of any other right or remedy.

         5.       OBLIGATIONS UNIMPAIRED. Each Guarantor authorizes the
Creditors without notice or demand to any Guarantor and without affecting the
obligations of any Guarantor hereunder, from time to time (a) to renew,
compromise, extend, accelerate or otherwise change the time for payment of, or
otherwise change the terms of, all or any part of any Transaction Document or
any other instrument referred to therein, (b) to take and hold security for the
payment and performance of the obligations under any Transaction Document, for
the performance of this Guaranty Agreement or otherwise for the indebtedness
guaranteed hereby and to exchange, enforce, waive and release any such security,
(c) to apply any such security and to direct the order or manner of sale thereof
as the Administrative Agent in its sole discretion may determine; (d) to obtain
additional or substitute endorsers or guarantors; (e) to exercise or refrain
from exercising any rights against any Obligated Party and others; and (f) to
apply any sums, by whomsoever paid or however realized, to the payment of the
principal of, premium, if any, and interest on the obligations under the
Transaction Documents and any other Guaranteed Obligation. Each Guarantor waives
any right to require any Creditor to proceed against any additional or
substitute endorsers or guarantors or to pursue or exhaust any security provided
by any Obligated Party, any Guarantor or any other Person or to pursue any other
remedy available to such entities.

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 3

<PAGE>

         6.       COVENANTS. Each Guarantor agrees that, so long as any Creditor
has any commitment or any other obligations under any Transaction Document, or
any amount payable hereunder remains unpaid it shall comply with all covenants
set forth in the Credit Agreement and any other Transaction Document applicable
to it.

         7.       SUBROGATION. Each Guarantor agrees that it will not exercise
any rights which it may have acquired by way of subrogation under this Guaranty
Agreement, by any payment made hereunder or otherwise, or accept any payment on
account of such subrogation rights, or any rights of reimbursement or indemnity
or any rights or recourse to any security for the obligations under the Credit
Agreement or this Guaranty Agreement unless and until all of the obligations,
undertakings or conditions to be performed or observed by the Obligated Parties
pursuant to the Transaction Documents at the time of any Guarantor's exercise of
any such right shall have been performed, observed or paid in full. For a period
of one year after the payment in full of the Guaranteed Obligations, each
Guarantor hereby waives (x) all rights of subrogation which it may at any time
otherwise have as a result of this Guaranty Agreement (whether, statutory or
otherwise) to the claims of the Creditors against any Obligated Party or any
other guarantor of the Guaranteed Obligations (the Obligated Parties and such
other guarantors are each herein referred to as an "Other Party") and all
contractual, statutory or common law rights of reimbursement, contribution or
indemnity from any Other Party which it may at any time otherwise have as a
result of this Guaranty Agreement; and (y) any right to enforce any other remedy
which any Creditor now has or may hereafter have against any Other Party, any
endorser or any other guarantor of all or any part of the Guaranteed
Obligations.

         8.       CONTRIBUTION. The Guarantors collectively desire to allocate
among themselves in a fair and equitable manner, their obligations arising under
the Loan Documents. Accordingly, in the event any payment or distribution is
made by a Guarantor under this Guaranty Agreement or any other Transaction
Document (a "Funding Guarantor") that exceeds its Fair Share (as defined below),
that Funding Guarantor shall, subject to paragraph 7 hereof, be entitled to a
contribution from each of the other Guarantors in the amount of such other
Guarantor's Fair Share Shortfall (as defined below), with the result that all
such contributions will cause each Guarantor's Aggregate Payments (as defined
below) to equal its Fair Share. "Fair Share" means, with respect to a Guarantor
as of any date of determination, an amount equal to (i) the ratio of (x) the
Adjusted Maximum Amount (as defined below) with respect to such Guarantor to (y)
the aggregate of the Adjusted Maximum Amounts with respect to all Guarantors,
multiplied by (ii) the aggregate amount paid or distributed on or before such
date by all Funding Guarantors under this Guaranty Agreement or under the other
Loan Documents in respect of the obligations guarantied. "Fair Share Shortfall"
means, with respect to a Guarantor as of any date of determination, the excess,
if any, of the Fair Share of such Guarantor over the Aggregate Payments of such
Guarantor. "Adjusted Maximum Amount" means, with respect to a Guarantor as of
any date of determination, the maximum aggregate amount of the obligations of
such Guarantor under this Guaranty Agreement and the other Transaction Documents
determined in accordance with the provisions hereof (including, without
limitation, the limitations on such obligations contained in paragraph 1
hereof); provided that, solely for purposes of calculating the Adjusted Maximum
Amount with respect to any Guarantor for purposes of this paragraph 8 the assets
or liabilities arising by virtue of any rights to or obligations of contribution
hereunder shall not be considered as assets or liabilities of such Guarantor.
"Aggregate Payments" means, with respect to a Guarantor as of any date of
determination, the aggregate amount of all payments and distributions made on or
before such date by such Contributing Guarantor in respect of this Guaranty
Agreement and the other Transaction Documents to which it is a party (including,
without limitation, in respect of this paragraph 8). The amounts payable as
contributions hereunder shall be determined as of the date on which the related
payment or distribution is made by the applicable Funding Guarantor. The
allocation among Guarantors of their obligations as set forth in this paragraph
8 shall not be construed in any way to limit the liability of any Guarantor
hereunder or under any other Transaction Document.

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 4

<PAGE>

         9.       REINSTATEMENT OF GUARANTY AGREEMENT. This Guaranty Agreement
shall continue to be effective, or be reinstated, as the case may be, if and to
the extent at any time payment, in whole or in part, of any of the sums due to
any Creditor for principal, premium, if any, or interest on the obligations
under any Transaction Document or any of the other Guaranteed Obligations is
rescinded or must otherwise be restored or returned by such entity upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Obligated Party or any Guarantor, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to any Obligated Party, any Guarantor or any substantial part of their
respective properties, or otherwise, all as though such payments had not been
made. If an event permitting the acceleration of the maturity of the principal
due under any Transaction Document shall at any time have occurred and be
continuing and such acceleration shall at such time be prevented or the right of
any Creditor to receive any payment under the applicable Transaction Document
shall at such time be delayed or otherwise affected by reason of the pendency
against any Obligated Party of a case or proceeding under a bankruptcy or
insolvency law, each Guarantor agrees that, for purposes of this Guaranty
Agreement and its obligations hereunder, the maturity of such principal amount
shall be deemed to have been accelerated with the same effect as if the
applicable Creditor had accelerated the same in accordance with the terms of the
applicable Transaction Documents, and any Guarantor shall forthwith pay such
accelerated principal amount, accrued interest and premium, if any, thereon and
any other amounts guaranteed hereunder.

         10.      PAYMENTS. Each Guarantor hereby, jointly and severally,
guarantees that the Obligated Parties shall pay the Guaranteed Obligations to
the Administrative Agent, with respect to Guaranteed Obligations arising under
the Loan Documents and with respect to the other Transaction Documents, the
applicable Creditor thereunder, in currency required by the applicable
Transaction Document and in immediately available funds, at the times and places
provided in, and otherwise strictly in accordance with the terms and provisions
of, the applicable Transaction Document (regardless of any law, regulation or
decree now or hereafter in effect which might in any manner affect the
Guaranteed Obligations, or the rights of any such entity with respect thereto as
against any Obligated Party, or cause or permit to be invoked any alteration in
the time, amount or manner of payment by any Obligated Party of any or all of
the Guaranteed Obligations), without set - off or counterclaim and free and
clear of, and without reduction for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions, withholdings now or hereafter imposed, levied, collected, withheld
or assessed by any country (or by any political subdivision or taxing authority
thereof or therein) excluding income and franchise taxes of the United States of
America or any political subdivision, state or taxing authority thereof or
therein (including Puerto Rico) such non - excluded taxes being called "Foreign
Taxes"). If any Foreign Taxes are required to be withheld from any amount
payable to any Creditor under this Guaranty Agreement, under the Credit
Agreement or any other Transaction Document, the amounts so payable to such
holder shall be increased to the extent necessary to yield to such entity (after
payment of all Foreign Taxes) interest or any such other amounts at the rates or
in the amounts specified in the applicable Transaction Document. In the event
any payment is made by a Guarantor under this Guaranty Agreement, then such
Guarantor shall, subject to paragraph 7 hereof, be subrogated to the rights then
held by a Creditor with respect to the Guaranteed Obligations to the extent to
which the Guaranteed Obligations was discharged by such Guarantor. All payments
received by the Administrative Agent under this Guaranty Agreement shall be
allocated pro rata among the Lenders in accordance with the Lenders' Applicable
Percentages unless the Credit Agreement or the Intercreditor Agreement directs
that the proceeds shall be distributed in another manner. All payments directly
made to any other Creditor under this Guaranty Agreement shall be applied in
accordance with the applicable Transaction Document subject to the terms of the
Intercreditor Agreement.

         11.      RANK OF GUARANTY AGREEMENT. Each Guarantor agrees that its
obligations under this Guaranty Agreement shall rank at least pari passu with
all other unsecured senior obligations of such Guarantor now or hereafter
existing.

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 5

<PAGE>

         12.      REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.

                  Each Guarantor represents and warrants to each Creditor as
follows:

                  (a)      Existence. It: (i) is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization; (ii) has all requisite power and authority to own its property and
assets and to carry on its business as now conducted and as proposed to be
conducted; (iii) is qualified to do business in every jurisdiction where such
qualification is required, except where the failure so to qualify would not
result in a Material Adverse Effect; and (iv) has the corporate power and
authority to execute, deliver and perform its obligations under this Guaranty
Agreement, the Intercreditor Agreement and the other Transaction Documents to
which it is a party.

                  (b)      Authorization. Its execution, delivery and
performance of this Guaranty Agreement, the Intercreditor Agreement, and the
other Transaction Documents to which it is a party: (i) have been duly
authorized by all requisite corporate action and (ii) will not (A) violate (1)
any provision of any law, statute, rule or regulation to which it is subject or
of its certificate of incorporation or other constituent documents or by - laws,
(2) any order of any Governmental Authority or (3) any provision of any Material
indenture, agreement or other instrument to which it is a party or by which it
or any of its property is or may be bound, (iii) be in conflict with, result in
a breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or (iv) result
in the creation or imposition of any Lien upon any of its property or assets.

                  (c)      Enforceability. This Guaranty Agreement constitutes,
and when entered into, the other Transaction Documents to which it is a party
will constitute, its legal, valid and binding obligation enforceable against it
in accordance with their respective terms, as such enforceability may be limited
by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                  (d)      No Consents. No action, consent or approval of,
registration or filing with or other action by any Governmental Authority is or
will be required in connection with its execution, delivery or performance of
this Guaranty Agreement, the Intercreditor Agreement or the other Transaction
Documents to which it is a party.

                  (e)      Credit Agreement Representations. All representations
and warranties in the Credit Agreement relating to it are true and correct as of
the date hereof and are restated herein with the same force and effect as if
such representations and warranties had been made on and as of such date except
to the extent that such representations and warranties relate specifically to
another date.

                  (f)      Information. It has adequate means to obtain from the
Obligated Parties on a continuing basis information concerning the financial
condition and assets of the Obligated Parties and it is not relying upon any
Creditor to provide (and no Creditor shall have any duty to provide) any such
information to it either now or in the future.

                  (g)      Benefit. The Borrower provides the Guarantors
financing from time to time and some of the funds used by the Borrower to
provide such financing have been and will hereafter be borrowed by the Borrower
under the Credit Agreement. As a result, the value of the consideration received
and to be received by each Guarantor as a result of the Borrower and the Lenders
entering into the Credit Agreement and each Guarantor's executing and delivering
this Guaranty Agreement (in light of, among other things, the contribution
provisions of paragraph 8 hereof) is reasonably worth at least as much as the
liability and

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 6

<PAGE>

obligation of each Guarantor hereunder, and such liability and obligation and
the Transaction Documents have benefited and may reasonably be expected to
benefit each Guarantor directly or indirectly.

                  (h)      Solvency. Each Guarantor both individually and on a
consolidated basis: (i) owns and will own assets (included in such assets the
rights of contribution set forth in paragraph 8 hereof) the fair saleable value
of which are (A) greater than the total amount of its liabilities (including
contingent liabilities) and (B) greater than the amount that will be required to
pay probable liabilities of then existing debts as they become absolute and
matured considering all financing alternatives and potential asset sales
reasonably available to it; (ii) has capital that is not unreasonably small in
relation to its business as presently conducted; and (iii) does not intend to
incur and does not believe that it will incur debts beyond its ability to pay
such debts as they become due.

         13.      SETOFF. If an Event of Default shall have occurred and be
continuing, each Creditor is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Creditor to or for the
credit or the account of any Guarantor against any of and all the obligations of
such Guarantor now or hereafter existing under this Guaranty Agreement,
irrespective of whether or not such Creditor shall have made any demand under
this Guaranty Agreement and although such obligations may be unmatured. The
rights of each Creditor under this paragraph are in addition to other rights and
remedies (including other rights of setoff) which such Creditor may have and are
subject to the terms of the Intercreditor Agreement.

         14.      SUBORDINATED INDEBTEDNESS. In addition and not in limitation
of paragraph 6 hereof, each Guarantor agrees as follows:

                  (a)      Each Guarantor hereby agrees that the Subordinated
Indebtedness (as defined below) shall be subordinate and junior in right of
payment to the prior payment in full of all Guaranteed Obligations as herein
provided. The Subordinated Indebtedness shall not be payable, and no payment of
principal, interest or other amounts on account thereof, and no property or
guarantee of any nature to secure or pay the Subordinated Indebtedness shall be
made or given, directly or indirectly by or on behalf of any Other Party (as
defined in paragraph 7 above) or received, accepted, retained or applied by any
Guarantor unless and until the Guaranteed Obligations shall have been paid in
full in cash for one year; except that prior to receipt of a notice from the
Administrative Agent under this paragraph (which may be given at any time an
Event of Default exists), a Guarantor shall have the right to receive payments
on the Subordinated Indebtedness made in the ordinary course of business. After
receipt of the notice from the Administrative Agent delivered under the
preceding sentence, no payments of principal or interest or any other amounts
may be made or given, directly or indirectly, by or on behalf of any Other Party
or received, accepted, retained or applied by any Guarantor unless and until the
Guaranteed Obligations shall have been paid in full in cash for one year. If any
sums shall be paid to a Guarantor by any Other Party or any other Person on
account of the Subordinated Indebtedness when such payment is not permitted
hereunder, such sums shall be held in trust by such Guarantor for the benefit of
the Creditors and shall forthwith be paid to the Administrative Agent without
affecting the liability of any Guarantor under this Guaranty Agreement and may
be applied by the Administrative Agent against the Guaranteed Obligations. Upon
the request of the Administrative Agent, a Guarantor shall execute, deliver, and
endorse to the Administrative Agent such documentation as the Administrative
Agent may request to perfect, preserve, and enforce its rights hereunder. For
purposes of this Guaranty Agreement and with respect to a Guarantor, the term
"Subordinated Indebtedness" means, with respect to any Guarantor, all
indebtedness, liabilities, and obligations of any Other Party to such Guarantor,
whether such indebtedness, liabilities, and obligations now exist or are
hereafter incurred or arise, or are direct, indirect, contingent, primary,
secondary, several, joint and several, or otherwise, and irrespective of whether
such indebtedness, liabilities, or obligations are evidenced by a note,
contract, open account, or otherwise, and irrespective of the Person or Persons
in

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 7

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whose favor such indebtedness, obligations, or liabilities may, at their
inception, have been, or may hereafter be created, or the manner in which they
have been or may hereafter be acquired by such Guarantor.

                  (b)      Each Guarantor agrees that any and all Liens
(including any judgment liens) upon any Other Party's assets securing payment of
any Subordinated Indebtedness shall be and remain inferior and subordinate to
any and all Liens upon any Other Party's assets securing payment of the
Guaranteed Obligations or any part thereof, regardless of whether such Liens in
favor of a Guarantor or any Creditor presently exist or are hereafter created or
attached. Without the prior written consent of the Administrative Agent and
otherwise subject to the restrictions set forth in paragraph 7 hereof, when an
Event of Default exists, no Guarantor shall (i) file suit against any Other
Party or exercise or enforce any other creditor's right it may have against any
Other Party, or (ii) foreclose, repossess, sequester, or otherwise take steps or
institute any action or proceedings (judicial or otherwise, including without
limitation the commencement of, or joinder in, any liquidation, bankruptcy,
rearrangement, debtor's relief or insolvency proceeding) to enforce any
obligations of any Other Party to such Guarantor or any Liens held by such
Guarantor on assets of any Other Party.

                  (c)      In the event of any receivership, bankruptcy,
reorganization, rearrangement, debtor's relief, or other insolvency proceeding
involving any Other Party as debtor, the Administrative Agent shall have the
right to prove and vote any claim under the Subordinated Indebtedness and to
receive directly from the receiver, trustee or other court custodian all
dividends, distributions, and payments made in respect of the Subordinated
Indebtedness until the Guaranteed Obligations has been paid in full in cash. The
Administrative Agent may apply any such dividends, distributions, and payments
against the Guaranteed Obligations.

         15.      NOTICES. Unless otherwise specifically provided herein, all
notices, consents, directions, approvals, instructions, requests and other
communications required or permitted by the terms hereof shall be in writing,
and any such communication shall become effective when received, addressed in
the following manner: (a) if to any Guarantor, in care of the Borrower in
accordance with the notice provisions in the Credit Agreement or (b) if to any
Lender or any Issuing Bank, or any Affiliate thereof, to the respective address
of the applicable Lender set forth in the notice provisions of the Credit
Agreement, with a copy to the Administrative Agent; or (c) if to the
Administrative Agent, to the respective address set forth in the notice
provisions of the Credit Agreement; provided, however, that any such addressee
may change its address for communications by notice given as aforesaid to the
other parties hereto.

         16.      CONSTRUCTION. The section and subsection headings in this
Guaranty Agreement are for convenience of reference only and shall neither be
deemed to be a part of this Guaranty Agreement nor modify, define, expand or
limit any of the terms or provisions hereof. All references herein to numbered
sections or paragraphs, unless otherwise indicated, are to sections and
paragraphs of this Guaranty Agreement. Words and definitions in the singular
shall be read and construed as though in the plural and vice versa, and words in
the masculine, neuter or feminine gender shall be read and construed as though
in either of the other genders where the context so requires.

         17.      SEVERABILITY. If any provision of this Guaranty Agreement, or
the application thereof to any Person or circumstances, shall, for any reason or
to any extent, be invalid or unenforceable, such invalidity or unenforceability
shall not in any manner affect or render invalid or unenforceable the remainder
of this Guaranty Agreement, and the application of that provision to other
persons or circumstances shall not be affected but, rather, shall be enforced to
the extent permitted by applicable law.

         18.      STATUTE OF LIMITATIONS. To the extent permitted by law, any
acknowledgment or new promise, whether by payment of principal or interest or
otherwise and whether by any Obligated Party or others (including any
Guarantor), with respect to any of the Guaranteed Obligations shall, if the
statute of limitations in favor of any Guarantor against any Creditor shall have
commenced to run, toll the running of such statute of

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 8

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limitations and, if the period of such statute of limitations shall have
expired, prevent the operation of such statute of limitations.

         19.      FEES. The Guarantors shall, jointly and severally, pay on
demand all reasonable attorneys' fees and all other reasonable costs and
expenses incurred by the Creditors in connection with the administration,
enforcement, or collection of this Guaranty Agreement.

         20.      SUCCESSORS. The terms and provisions of this Guaranty
Agreement shall be binding upon and inure to the benefit of each Guarantor and
the Creditors from time to time and their respective permitted successors,
transferees and assigns.

         21.      ENTIRE AGREEMENT; AMENDMENT; RELEASE. This Guaranty Agreement\
amends and restates in its entirety the Prior Guaranty. From and after the date
hereof, the guaranty of all indebtedness guaranteed by the Prior Guaranty is
continued, and not extinguished, discharged or satisfied. All references in the
Loan Documents to the Prior Guaranty shall be deemed to mean this Guaranty
Agreement, as an amendment and restatement of the Prior Guaranty. THIS GUARANTY
AGREEMENT CONSTITUTES A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE
TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENTS THE ENTIRE CONTRACT AMONG THE
PARTIES RELATIVE TO THE SUBJECT MATTER HEREOF AND THEREOF. ANY PREVIOUS
AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF IS
SUPERSEDED BY THIS GUARANTY AGREEMENT. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. NOTHING IN THIS GUARANTY AGREEMENT, EXPRESSED OR IMPLIED,
IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES HERETO ANY RIGHTS,
REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS GUARANTY
AGREEMENT. THIS GUARANTY AGREEMENT IS INTENDED BY EACH GUARANTOR AND EACH
CREDITOR AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY
AGREEMENT, AND NO COURSE OF DEALING AMONG ANY GUARANTOR AND ANY CREDITOR, NO
COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC
EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY
ANY TERM OF THIS GUARANTY AGREEMENT. No amendment of or supplement to this
Guaranty Agreement, or waiver or modification of, or consent under, the terms
hereof shall be effective unless in writing and signed by the Guarantors, the
Administrative Agent and the Required Lenders; except that without the agreement
of the Guarantors, the Administrative Agent or any Lender, any Material
Subsidiary may be added hereto as a "Guarantor" by its execution and delivery of
a Subsidiary Joinder Agreement. Notwithstanding the foregoing, no Guarantor
shall be released from its obligations under this Guaranty Agreement without the
prior written consent of all the Lenders, except that the Administrative Agent
may, without the consent or agreement of any Lender, release a Guarantor if such
Guarantor or its assets have been sold to a third party not affiliated with the
Borrower or any other Guarantor in a transaction permitted by Section 5.11 of
the Credit Agreement. This Guaranty Agreement may be amended or otherwise
modified, and any Guarantor may be released from any and all obligations
hereunder without the consent or agreement of any Affiliate of any Lender.

         22.      TERM OF GUARANTY AGREEMENT. Subject to the release provisions
of paragraph 21, this Guaranty Agreement and all guarantees, covenants and
agreements of the Guarantors contained herein shall continue in full force and
effect and shall not be discharged until such time as all of the Guaranteed
Obligations shall be paid or otherwise discharged in full and all commitments of
the Creditors under any Transaction Document terminated.

         23.      SURVIVAL. All warranties, representations and covenants made
by the Guarantors herein or in any certificate or other instrument delivered by
such Guarantors on their behalf under this Guaranty

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 9

<PAGE>

Agreement shall be considered to have been relied upon by the Creditors and
shall survive the execution and delivery of this Guaranty Agreement, regardless
of any investigation made by, or on behalf of any Creditor.

         24.      FURTHER ASSURANCES. Each Guarantor hereby agrees to execute
and deliver all such instruments and take all such action as the Administrative
Agent may from time to time reasonably request in order to effectuate fully the
purposes of this Guaranty Agreement.

         25.      EXERCISE OF REMEDIES. Each Guarantor agrees that the Creditors
may exercise any rights granted to any of them under the Transaction Documents
without affecting the validity or enforceability of this Guaranty Agreement.

         26.      GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

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

         28.      NO WAIVER. No failure on the part of any Creditor to exercise,
and no delay in exercising, any right, power, or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power, or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power, or privilege. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

         29.      RELIANCE. Each Guarantor recognizes that each Creditor is
relying upon this Guaranty Agreement and the undertakings of each Guarantor
hereunder in making extensions of credit to the Obligated Parties under the
Transaction Documents and further recognizes that the execution and delivery of
this Guaranty Agreement is a material inducement to the Creditors in entering
into the Transaction Documents and continuing to extend credit thereunder. Each
Guarantor hereby acknowledges that there are no conditions to the full
effectiveness of this Guaranty Agreement.

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 10

<PAGE>

         IN WITNESS WHEREOF, each Guarantor has caused this Guaranty Agreement
to be duly executed and delivered as of the 11th day of September 2003.

                                    GUARANTORS:

                                    LENNOX INDUSTRIES INC.
                                    ARMSTRONG AIR CONDITIONING INC.
                                    EXCEL COMFORT SYSTEMS INC.
                                    SERVICE EXPERTS INC.
                                    LENNOX GLOBAL LTD.
                                    LGL EUROPE HOLDING CO.
                                    LGL AUSTRALIA (US) INC.

                                    By:  _______________________________________
                                         Richard A. Smith, Authorized officer
                                         for each Guarantor

AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 11

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                                                                       EXHIBIT E

                          SUBSIDIARY JOINDER AGREEMENT

         This SUBSIDIARY JOINDER AGREEMENT (the "Agreement") dated as of _______
__, 200_ is executed by the undersigned ("Debtor") for the benefit of JPMORGAN
CHASE BANK (formerly The Chase Manhattan Bank as successor in interest by merger
to Chase Bank of Texas, N.A.) in its capacity as administrative agent for the
lenders party to the hereafter identified Credit Agreement (in such capacity
herein, the "Administrative Agent") and for the benefit of (a) such lenders in
connection with that certain Amended and Restated Revolving Credit Facility
Agreement dated as of September 11, 2003, among the Administrative Agent, Lennox
International Inc. (the "Borrower"), and the lenders party thereto (as modified,
the "Credit Agreement", and capitalized terms not otherwise defined herein being
used herein as defined in the Credit Agreement) and (b) such lenders and
Affiliates thereof in connection with Swap Agreements.

         The Debtor is a newly formed or newly acquired Material Subsidiary that
is a Domestic Subsidiary or, as a result of a change in assets, has become a
Material Subsidiary and is required to execute this Subsidiary Joinder Agreement
pursuant to the Credit Agreement.

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor hereby agrees as follows:

         1.       The Debtor hereby assumes all the obligations of a "Guarantor"
under the Subsidiary Guaranty ("Guaranty") and agrees that it is a "Guarantor"
and bound as a "Guarantor" under the terms of the Guaranty as if it had been an
original signatory thereto. In accordance with the foregoing and for valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Debtor
irrevocably and unconditionally guarantees to the Creditors the full and prompt
payment and performance of the Guaranteed Obligations (as defined in the
Guaranty) upon the terms and conditions set forth in the Guaranty.

         2.       This Agreement shall be deemed to be part of, and a
modification to, the Guaranty and shall be governed by all the terms and
provisions of the Credit Agreement and the Guaranty, which terms are
incorporated herein by reference, are ratified and confirmed and shall continue
in full force and effect as valid and binding agreements of Debtor enforceable
against Debtor. The Debtor hereby waives notice of any Creditor's acceptance of
this Agreement.

         IN WITNESS WHEREOF, the Debtor has executed this Agreement as of the
day and year first written above.

                                    Debtor:

                                    By:  _______________________________________
                                         Name:  ________________________________
                                         Title: ________________________________

EXHIBIT E - Subsidiary Joinder Agreement, Page 1

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                                                                       EXHIBIT F

                  AMENDED AND RESTATED INTERCREDITOR AGREEMENT

         THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended,
supplemented or otherwise modified from time to time, this "AGREEMENT"), dated
as of September 11, 2003, is made by and among LENNOX INTERNATIONAL INC. (the
"COMPANY"); Lennox Industries Inc., Armstrong Air Conditioning Inc., Excel
Comfort Systems Inc., Service Experts Inc., Lennox Global Ltd., LGL EUROPE
HOLDING CO. and LGL AUSTRALIA (US) INC. and each other party that becomes a
party hereto as a "Material Subsidiary" (as hereinafter defined) after the date
hereof (collectively herein the "GUARANTORS" and the Company and the Guarantors,
herein the "OBLIGATED PARTIES"); each of the noteholders listed as a noteholder
on the signature pages hereto (collectively, together with the other holders
from time to time of the hereinafter described Notes and their successors and
assigns, the "NOTEHOLDERS"); JPMORGAN CHASE BANK (formerly The Chase Manhattan
Bank), in its capacity as the administrative agent under the Multiyear Credit
Agreement (as hereinafter defined) and on behalf of the lenders party thereto
(in such capacity, and together with its successors and assigns, the "MULTIYEAR
AGENT" and such lenders, and their respective successors and assigns, the
"MULTIYEAR LENDERS"); any other lender which becomes a party to this Agreement
in accordance with Section 7.02 or Section 7.03 of this Agreement (the "NEW
LENDERS"); and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), in its
capacity as collateral agent hereunder (in such capacity, and together with its
successors and assigns, the "COLLATERAL AGENT") for the Noteholders, the
Multiyear Agent, the Multiyear Lenders, the Affiliates of the Multiyear Lenders
and the New Lenders (the Noteholders, the Multiyear Lenders, the New Lenders,
the Affiliates of the Multiyear Lenders and any of their respective successors
and assigns, herein the "LENDERS").

                                    RECITALS

         A.       The Company, the Collateral Agent, certain of the Lenders and
certain other parties are party to that certain Intercreditor Agreement dated
August 15, 2001 (the "ORIGINAL INTERCREDITOR AGREEMENT"). The parties to that
certain 364 Day Credit Agreement (as defined in the Original Intercreditor
Agreement) are parties to the Original Intercreditor Agreement but since the
date of the Original Intercreditor Agreement the commitments provided under such
364 Day Credit Agreement have expired in accordance with the terms thereof and
all obligations of the Company thereunder have been paid. The lenders who were
party to the 364 Day Credit Agreement who are not parties hereto have agreed
that the Original Intercreditor Agreement may be amended or otherwise modified
without their consent pursuant to that certain letter dated July 7, 2003 from
David L. Howard, as Vice President of JPMorgan Chase Bank, to (and agreed by)
Pat Curry of UBS AG, Stamford Branch.

         B.       As reflected in the Original Intercreditor Agreement, the
Company has entered into the following note purchase agreements:

                  (i)      nine separate Note Purchase Agreements, dated as of
December 1, 1993, as each of the same have been amended, between the Company and
each of The Prudential Insurance Company of America, Connecticut General Life
Insurance Company, Connecticut General Life Insurance Company, on behalf of one
or more separate accounts, Life Insurance Company of North America, United of
Omaha Life Insurance Company, Mutual of Omaha Insurance Company, Companion Life
Insurance Company, United World Life Insurance Company, and First Colony Life
Insurance Company (General Electric Capital Assurance Company and GE Life and
Annuity Assurance Company have become parties to one or more of such Note
Purchase Agreements since the original execution thereof);

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 1

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                  (ii)     the Note Purchase Agreement, dated as of July 6, 1995
between the Company and Teachers Insurance and Annuity Association of America
(which was succeeded by Nationwide Life and Annuity Insurance Company and
Nationwide Life Insurance Company), as the same has been amended;

                  (iii)    eight separate Note Purchase Agreements dated as of
April 3, 1998, between the Company and each of The Prudential Insurance Company
of America, U.S. Private Placement Fund, Teachers Insurance and Annuity
Association of America, Connecticut General Life Insurance Company, Connecticut
General Life Insurance Company, on behalf of one or more separate accounts,
CIGNA Property and Casualty Insurance Company (now known as ACE Property and
Casualty Insurance Company), United of Omaha Life Insurance Company and
Companion Life Insurance Company; and

                  (iv)     that certain Master Shelf Agreement dated as of
October 15, 1999 between the Company and The Prudential Insurance Company of
America and certain affiliates of The Prudential Insurance Company of America
which become bound by such agreement including without limitation Pruco Life
Insurance Company which became a purchaser thereunder, as the same has been
amended;

(as all such note purchase agreements and such master shelf agreement have been
and may hereafter be amended, supplemented and otherwise modified from time to
time, the "NOTE AGREEMENTS"), pursuant to which (i) the Company has issued, and
the Noteholders have purchased, certain Notes of the Company in the aggregate
original principal amount of $255,000,000, and (ii) in the case of the Master
Shelf Agreement, the Company may issue additional Notes (including any notes
delivered in substitution or exchange therefor, the "NOTES").

         C.       Under the terms of the Note Agreements, payment of the Notes
and performance and observance of all other obligations of the Company arising
under or in connection with the Note Agreements are and will be guaranteed by
the Guarantors (such present and future guaranties as amended, supplemented or
otherwise modified from time to time, collectively, the "NOTE GUARANTIES").

         D.       The Company, the Multiyear Agent, and certain lenders have
entered into that certain Amended and Restated Revolving Credit Facility
Agreement dated as of September 11, 2003 (as amended, supplemented and otherwise
modified from time to time, the "MULTIYEAR CREDIT AGREEMENT"). The Multiyear
Credit Agreement amended and restated the terms of the "Multiyear Credit
Agreement" as that term is defined in the Original Credit Agreement (such
agreement, herein the "ORIGINAL MULTIYEAR AGREEMENT"). Under the Multiyear
Credit Agreement, the Multiyear Agent is authorized to enter into this Agreement
on behalf of the Multiyear Lenders and to bind them to the terms hereof. The
Multiyear Lenders and/or certain of their Affiliates have or may from time to
time hereafter enter into Swap Agreements (as defined below) with one or more of
the Obligated Parties (herein the "OBLIGATED PARTY SWAP AGREEMENTS"). The
Multiyear Credit Agreement, the Note Agreements and the Obligated Party Swap
Agreements, collectively with all Notes and other evidence of indebtedness
issued pursuant to any of the foregoing and any note purchase agreement, credit
agreement, note, other evidence of indebtedness or other similar documents of
any New Lender that hereafter becomes a party hereto, are herein referred to as
the "CREDIT FACILITIES".

         E.       Under the terms of the Original Multiyear Agreement and the
new Multiyear Credit Agreement, the repayment of credit extended under the
Multiyear Credit Agreement and performance and observance of all other
obligations of the Company arising under or in connection with the Multiyear
Credit Agreement are and will be guaranteed by the Guarantors (such present and
future guaranties as amended, supplemented or otherwise modified from time to
time, collectively, the "BANK GUARANTIES" and, together with the Note
Guaranties, the "GUARANTIES"). The Bank Guaranties also guarantee the
obligations arising under the Obligated Party Swap Agreements.

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 2

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         F.       As required by the Note Agreements and the Original Multiyear
Agreement, the Company executed and delivered to the Collateral Agent that
certain Pledge Agreement dated August 15, 2001 (herein, the "ORIGINAL PLEDGE
AGREEMENT"). Concurrently herewith and in connection with the amendment and
restatement of the Original Multiyear Agreement and the amendment to the Note
Agreements, the Company and the Collateral Agent desire to amend and restate the
Original Pledge Agreement to, among other things, join Lennox Global, Ltd. as a
party thereto and secure the obligations arising under the Obligated Party Swap
Agreements (such amended and restated pledge agreement, as the same may be
amended, supplemented or otherwise modified from time to time and in
substantially the form of Attachment D hereto, the "PLEDGE AGREEMENT"; the
Pledge Agreement, together with all financing statements and other documents
executed pursuant thereto, as amended, supplemented or otherwise modified from
time to time, collectively, the "SECURITY DOCUMENTS"). Under the Pledge
Agreement, security interests are granted in favor of the Collateral Agent for
the benefit of the Lenders, the Multiyear Agent, and any administrative agent
acting for the benefit of a New Lender (collectively, with the Collateral Agent,
herein the "CREDITORS") in the capital stock of certain of the Subsidiaries of
the Company and the other property described therein in order to secure ratably
(i) the obligations under and in respect of the Notes and the Note Agreements,
(ii) the obligations under and in respect of the Multiyear Credit Agreement, and
(iii) the obligations under and in respect of the Obligated Party Swap
Agreements.

         G.       Under applicable law and, if applicable, the terms of the
Credit Facilities, the Guaranties and the Obligated Party Swap Agreements, a
Lender or one of its Affiliates may be entitled to set off, appropriate and
apply any deposits and any other indebtedness at any time held or owing by such
parties to or for the credit or account of any Obligated Party against and on
account of liabilities of such Obligated Party (collectively, such rights are
hereinafter referred to as the "SET-OFF RIGHTS", including any right to
receive a lien on amounts previously subject to the Set - Off Rights, and to
recover such amounts, after the commencement of any action under any bankruptcy,
reorganization, compromise, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law, whether now or hereafter in effect).

         H.       The Company and the Creditors have agreed that obligations of
the Obligated Parties under and in respect of the Multiyear Credit Agreement,
the Bank Guaranties and the Obligated Party Swap Agreements are to be secured
and treated on a pari passu basis with the obligations of the Obligated Parties
under and in respect of the Note Agreements, the Notes and the Note Guaranties.

         I.       The parties hereto desire to amend and restate the Original
Intercreditor Agreement in order to: (i) reflect and give effect to the
amendment and restatement of the Original Pledge Agreement and the Original
Multiyear Agreement; (ii) reflect and give effect to the amendments to the Note
Agreements dated as of the date hereof; and (iii) implement the agreement
described in clause H above.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                                   ARTICLE 1.

                                  Definitions

         Section 1.01.     Uniform Definitions; Cross-references. The
capitalized terms used herein and defined in the Credit Facilities but not
otherwise defined in this Agreement are used herein with the meanings therein
specified as of the date hereof. Each term shall include the plural as well as
the singular and vice-versa.

         Section 1.02.     Additional Definitions. The following terms, as used
herein, have the following meanings:

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 3

<PAGE>

                  "ACCELERATION" shall have the meaning specified in Section
         2.01 of this Agreement.

                  "AGREEMENT" shall have the meaning specified in the preamble
         to this Agreement.

                  "BANK GUARANTIES" shall have the meaning specified in Recital
         E of this Agreement.

                  "BANKRUPTCY EVENT" shall have the meaning specified in Section
         2.01 of this Agreement.

                  "BREAKAGE COSTS" means, at any time, amounts then payable by
         the Company under Section 8.05 (b) of the Multiyear Credit Agreement or
         under any similar provision of any other Credit Facility upon the
         declaration or occurrence of an event of default, a termination event
         or a similar event or circumstance thereunder to compensate for funding
         losses.

                  "BUSINESS DAY" means any day other than a Saturday, a Sunday
         or a day on which commercial banks in New York City, New York, or
         Houston, Texas are required or authorized to be closed.

                  "COLLATERAL" has the meaning set forth in the Pledge
         Agreement.

                  "COLLATERAL AGENT" shall have the meaning specified in the
         preamble to this Agreement.

                  "COMPANY" shall have the meaning specified in the preamble to
         this Agreement.

                  "CREDIT FACILITIES" shall have the meaning specified in
         Recital D of this Agreement.

                  "CREDITORS" shall have the meaning specified in Recital F of
         this Agreement.

                  "DEFAULT" means any event or condition which upon notice,
         lapse of time or both would constitute an Event of Default.

                  "DEFAULT REFERENCE DATE" shall have the meaning specified in
         Section 2.01 of this Agreement.

                  "DOLLARS" means lawful currency of the United States of
         America.

                  "EVENT OF DEFAULT" means the occurrence of any "Event of
         Default", any "Termination Event" or any similar event that is defined
         or identified in each of the Credit Facilities.

                  "FINANCING DOCUMENTS" means the Note Agreements, the Notes,
         the Multiyear Credit Agreement, any notes executed pursuant to the
         Multiyear Credit Agreement, the Guaranties, the Security Documents,
         this Agreement, the Original Intercreditor Agreement, the Original
         Pledge Agreement, the Obligated Party Swap Agreements and any similar
         documentation executed in favor of any New Lender.

                  "FUNDED OBLIGATIONS" means, at any time of determination and
         with respect to any Lender: (i) the aggregate amount payable at such
         time (whether or not then due) to such Lender under such Credit
         Facility in respect of principal, interest (determined in accordance
         with the applicable provisions of any Credit Facility, but only to the
         extent accrued through the applicable determination date), Breakage
         Costs and Premium, plus the aggregate amount

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 4

<PAGE>

         of such Lender's participation or other interest in all letters of
         credit outstanding at such time under such Credit Facility plus (ii),
         with respect to Obligated Party Swap Agreements, all amounts payable
         thereunder upon the termination or settlement of the transactions
         thereunder as if such transactions were terminated or settled as of
         such time.

                  "GAAP" means generally accepted accounting principles as in
         effect from time to time in the United States of America.

                  "GUARANTIES" shall have the meaning specified in Recital E of
         this Agreement.

                  "GUARANTORS" shall have the meaning specified in the preamble
         to this Agreement.

                  "LENDERS" shall have the meaning specified in the preamble to
         this Agreement.

                  "MATERIAL SUBSIDIARY" means any Subsidiary (except LPAC Corp.
         and LPAC Corp II) of the Company the book value (determined in
         accordance with GAAP) of whose total assets equals or exceeds ten
         percent (10%) of the book value (determined in accordance with GAAP) of
         the consolidated total assets of the Company and all Subsidiaries as
         determined as of the last day of each fiscal quarter.

                  "MULTIYEAR AGENT" shall have the meaning specified in the
         preamble of this Agreement.

                  "MULTIYEAR CREDIT AGREEMENT" shall have the meaning specified
         in Recital D of this Agreement.

                  "MULTIYEAR LENDERS" shall have the meaning specified in the
                  preamble of this Agreement.

                  "NEW LENDER" shall have the meaning specified in the preamble
                  to this Agreement.

                  "NEW MATERIAL SUBSIDIARY" shall have the meaning specified in
         Section 7.04 of this Agreement.

                  "NOTE AGREEMENTS" shall have the meaning specified in Recital
         B of this Agreement.

                  "NOTE GUARANTIES" shall have the meaning specified in Recital
         C of this Agreement.

                  "NOTES" shall have the meaning specified in Recital B of this
         Agreement.

                  "NOTICE OF EVENT OF DEFAULT" shall have the meaning specified
         in Section 3.01(b) of this Agreement.

                  "OBLIGATED PARTIES" shall have the meaning specified in the
         preamble to this Agreement.

                  "OBLIGATED PARTY SWAP AGREEMENTS" shall have the meaning
         specified in Recital D of this Agreement.

                  "OBLIGATIONS" means at any time, the aggregate of all Funded
         Obligations and all other obligations, indebtedness and liabilities of
         the Obligated Parties (or any one or more of them) to the Creditors (or
         any one or more of them) arising pursuant to any of the Financing

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 5

<PAGE>

         Documents (including this Agreement and the Security Documents),
         whether now existing or hereafter arising, whether direct, indirect,
         related, unrelated, fixed, contingent, liquidated, unliquidated, joint,
         several, or joint and several, including, without limitation, the
         obligation of the Company to repay the loans made thereunder, the
         reimbursement obligations arising in connection with letters of credit
         issued under the terms of the Credit Facilities, all indemnification
         obligations thereunder and all fees, costs, and expenses (including
         attorneys' fees and expenses) provided for in the Financing Documents.

                  "ORIGINAL INTERCREDITOR AGREEMENT" shall have the meaning
         specified in Recital A of this Agreement.

                  "ORIGINAL PLEDGE AGREEMENT" shall have the meaning specified
         in Recital F of this Agreement.

                  "PERSON" means an individual, partnership, corporation,
         limited liability company, association, trust, unincorporated
         organization, or a government or agency or political subdivision
         thereof.

                  "PLEDGE AGREEMENT" shall have the meaning specified in Recital
         F of this Agreement. The Pledge Agreement amends and restates the
         Original Pledge Agreement in its entirety.

                  "PREMIUM" means, at any time with respect to any Credit
         Facility, the amount (whether denominated as a make-whole amount, yield
         maintenance amount or otherwise) payable as a premium in excess of
         principal and interest due on the prepayment or early acceleration, as
         determined pursuant to the terms thereof.

                  "PROCEEDS" means any and all money or other property received
         upon the sale, lease, exchange, casualty loss or any other disposition
         of any Collateral. The term "Proceeds" shall include, without
         limitation, "proceeds" as defined in and interpreted in accordance with
         the Uniform Commercial Code.

                  "PURCHASER" shall have the meaning specified in Section 7.02
         of this Agreement.

                  "REALLOCABLE PAYMENT" shall have the meaning specified in
         Section 2.02 of this Agreement.

                  "REQUIRED LENDERS" means, at any time of determination, (a)
         Noteholders and New Lenders who have provided fixed rate term loan
         Credit Facilities holding at such time, in the aggregate, more than 66
         2/3% of the principal outstanding under their respective Credit
         Facilities plus (b) the Multiyear Lenders and any New Lenders party to
         a revolving Credit Facility or to a floating rate term loan Credit
         Facility holding at such time, in the aggregate, more than 66 2/3 % of
         the sum of (i) the principal outstanding under their respective Credit
         Facilities, (ii) the letters of credit outstanding thereunder and (iii)
         the unused commitments then available to be drawn thereunder. No
         Affiliate of any Multiyear Lender is included in the determination of
         the Required Lenders.

                  "SECURITY DOCUMENTS" shall have the meaning specified in
         Recital F of this Agreement.

                  "SET-OFF RIGHTS" shall have the meaning specified in Recital
         G of this Agreement.

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 6

<PAGE>

                  "SHARING NOTICE" shall have the meaning specified in Section
         2.01 of this Agreement.

                  "SHARING PERCENTAGE" means, as to any Lender and at any time
         of determination, the percentage equivalent of a fraction of which the
         numerator is such Lender's Funded Obligations and the denominator is
         the aggregate of all Funded Obligations of all Lenders.

                  "SUBSIDIARY" means, as to any Person, any corporation,
         association or other business entity in which such Person or one or
         more of its Subsidiaries or such Person and one or more of its
         Subsidiaries owns sufficient equity or voting interests to enable it or
         them (as a group) ordinarily, in the absence of contingencies, to elect
         a majority of the directors (or Persons performing similar functions)
         of such entity, and any partnership or joint venture if more than a 50%
         interest in the profits or capital thereof is owned by such Person or
         one or more of its Subsidiaries or such Person and one or more of its
         Subsidiaries (unless such partnership can and does ordinarily take
         major business actions without the prior approval of such Person or one
         or more of its Subsidiaries). Unless the context otherwise clearly
         requires, any reference to a "Subsidiary" is a reference to a
         Subsidiary of the Company.

                  "SWAP AGREEMENT" means any agreement with respect to any swap,
         forward, future or derivative transaction or option or similar
         agreement involving, or settled by reference to, one or more rates,
         currencies, commodities, equity or debt instruments or securities, or
         economic, financial or pricing indices or measures of economic,
         financial or pricing risk or value or any similar transaction or any
         combination of these transactions.

                  "SWAP OBLIGATIONS" means all obligations, indebtedness, and
         liabilities of any Obligated Party to any Multiyear Lender or any
         Affiliate of any Multiyear Lender, arising pursuant to any Swap
         Agreements entered into by such Multiyear Lender or its Affiliate and
         any Obligated Party, whether now existing or hereafter arising, whether
         direct, indirect, related, unrelated, fixed, contingent, liquidated,
         unliquidated, joint, several, or joint and several, including, without
         limitation, all fees, costs, and expenses (including attorneys' fees
         and expenses) provided for in such Swap Agreements.

                                   ARTICLE 2.

                             Sharing Among Lenders

         Section 2.01.     Sharing Notice. Upon an Acceleration with respect to
any Credit Facility, the accelerating Lender shall immediately notify the
Collateral Agent thereof and of its estimation of the Default Reference Date
applicable thereto, and the Collateral Agent shall immediately give notice (a
"SHARING NOTICE") to each of the Lenders (other than the Affiliates of the
Multiyear Lenders) informing them that the provisions of this Article 2 are to
be implemented effective as of the Default Reference Date and requiring each
Lender to provide it with all necessary information to enable it to calculate
such Lender's Funded Obligations as of the Default Reference Date and the amount
of any other Obligations then outstanding. Any Sharing Notice shall be effective
as of the date it is sent by the Collateral Agent and shall remain effective
until the accelerating Lender and the Required Lenders agree that such Sharing
Notice is no longer in effect. After receiving the information required to be
provided pursuant to this Section 2.01, the Collateral Agent shall calculate and
promptly notify the Lenders as to the Funded Obligations of each Lender and,
based on such information, the Sharing Percentage of each Lender, which notice
shall demonstrate such calculations in reasonable detail. If the Collateral
Agent thereafter receives information which demonstrates that the Collateral
Agent's prior calculations were erroneous, the Collateral Agent shall
recalculate each Lender's Funded Obligations and each Lender's Sharing
Percentage, and shall promptly notify all Lenders of such recalculations.

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 7

<PAGE>

As used in this Section 2.01 and elsewhere in this Agreement, the following
terms shall have the following meanings:

                  "DEFAULT REFERENCE DATE" means the earlier of:

                           (a)      if a Notice of Event of Default is given by
                  a Lender pursuant to Section 3.01(b) (or was required by
                  Section 3.01(b) to be given) and an Acceleration occurs for
                  any reason thereafter without the related Event of Default
                  having been cured or waived, the later of:

                                    (i)      the date of the Event of Default
                  that resulted in the giving of such Notice of Event of
                  Default; or

                                    (ii)     the date 180 days prior to the
                  Acceleration; or

                           (b)      the date on which Acceleration occurs.

                  "ACCELERATION" means the earlier of (a) the acceleration of
         the maturity of any amount outstanding under a Credit Facility or, with
         respect to Obligated Party Swap Agreements, the early termination or
         settlement of any transaction thereunder as the result of a
         "Termination Event" or similar event and (b) a Bankruptcy Event, with
         the term "BANKRUPTCY EVENT" meaning any of the following events: (a)
         any Obligated Party (i) is generally not paying, or admits in writing
         its inability to pay, its debts as they become due, (ii) files, or
         consents by answer or otherwise to the filing against it of, a petition
         for relief or reorganization or arrangement or any other petition in
         bankruptcy, for liquidation or to take advantage of any bankruptcy,
         insolvency, reorganization, moratorium or other similar law of any
         jurisdiction, (iii) makes an assignment for the benefit of its
         creditors, (iv) consents to the appointment of a custodian, receiver,
         trustee or other officer with similar powers with respect to it or with
         respect to any substantial part of its property, (v) is adjudicated as
         insolvent or to be liquidated, or (vi) takes corporate action for the
         purpose of any of the foregoing; or (b) a court or governmental
         authority of competent jurisdiction enters an order appointing, without
         consent by an Obligated Party, a custodian, receiver, trustee or other
         officer with similar powers with respect to it or with respect to any
         substantial part of its property, or constituting an order for relief
         or approving a petition for relief or reorganization or any other
         petition in bankruptcy or for liquidation or to take advantage of any
         bankruptcy or insolvency law of any jurisdiction, or ordering the
         dissolution, winding-up or liquidation of an Obligated Party, or any
         such petition shall be filed against an Obligated Party and such
         petition shall not be dismissed within 60 days.

         Section 2.02.     Receipt of Reallocable Payments; Purchase of
Participations. If any Lender obtains or obtained any Reallocable Payment after
the Default Reference Date or if, after the Default Reference Date and the
adjustment to the Sharing Percentages under Section 2.04 hereof, such Lender
received more than its Sharing Percentage of a Reallocable Payment, such Lender
shall promptly after the receipt of a Reallocable Payment (or, if later, after
receipt of the Sharing Notice) purchase at par from the other Lenders such
participations in the Funded Obligations held by such other Lenders as shall be
necessary to cause such purchasing Lender to share such Reallocable Payment (net
of any out-of-pocket costs and expenses paid by such Lender in so obtaining the
same) ratably based on the Sharing Percentages then in effect. Such
participations shall be evidenced by this Agreement. Although they shall have no
obligation to do so, the Required Lenders may agree upon another arrangement for
vesting in the sharing Lender the appropriate portion of the rights and benefits
under the Credit Facilities of the Lenders with whom such Reallocable Payment is
shared. As used in this Section 2.02 and elsewhere in this Agreement, the term
"REALLOCABLE

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 8

<PAGE>

PAYMENT" means any amount received by a Lender in respect of any Credit Facility
by virtue of any voluntary or involuntary payment or prepayment made by or for
the account of any Obligated Party, by virtue of the application of any
provision of any of the Financing Documents (other than this Agreement), or by
virtue of an exercise of any Set - Off Rights or similar mechanism or in any
other manner (except pursuant to this Agreement); provided, however, that in no
event shall any of the following be deemed to be Reallocable Payments:

                           (i)      Proceeds (which shall be shared by the
Lenders in accordance with Section 2.06);

                           (ii)     The proceeds of any property other than the
Collateral in which a Lender shall have been granted a Lien in accordance with
the permissions of the Credit Facilities;

                           (iii)    Any amount received (through the exercise of
Set - Off Rights or otherwise) by a Lender and applied to any obligation owed to
such Lender by an Obligated Party which arise directly from the deposit,
collection and other cash management or deposit services provided by such Lender
to such Obligated Party;

                           (iv)     Payments accompanied by clear instructions
from the applicable Obligated Party or other Person making the payment that such
payments are to be applied to other obligations;

                           (v)      Payments distributed by a court of competent
jurisdiction or in a proceeding commenced under any bankruptcy or similar
proceeding specifically for application to or on account of other obligations;

                           (vi)     With respect to any revolving credit
facility, any repayments of advances made on a revolving basis after the Default
Reference Date which are not in excess of the aggregate advances made after the
Default Reference Date (provided that the amount of the repayments which are in
excess of the aggregate advances made after the Default Reference Date shall be
"Reallocable Payments" and shall be shared in accordance with this Section
2.02); and

                           (vii)    regularly scheduled payment of principal or
interest required under any Credit Facility (but excluding any such payment that
is contingent upon the presence or happening of a specified event or occurrence
such as the sale of assets, a change of control of the Company, a cash sweep or
otherwise) received prior to the Default Reference Date.

Except as provided in the foregoing exceptions, any payments made by any
Obligated Party at any time after the Default Reference Date to any Lender on
any loans or other extensions of credit made to any Obligated Party other than
under the Credit Facilities shall be deemed by the Lender receiving such
payments to be payments under its respective Credit Facility and therefore
Reallocable Payments. As among any Lender group, the provisions of this Section
2.02 shall supersede and control in the event of any conflict between this
Section and any similar section contained in any Credit Facility.

         Section 2.03.     Preferences, etc. If any Lender purchases a
participation pursuant to Section 2.02 and:

                  (a)      the amount obtained by such Lender which gave rise to
such participation or any part thereof is required to be repaid, and is repaid,
by such Lender to any Obligated Party or any other Person; or

                  (b)      such purchase was made based upon an erroneous prior
calculation of the Sharing Percentages as calculated in accordance with Section
2.01; or

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 9

<PAGE>

                  (c)      the Sharing Percentages on which such purchase was
based changed in accordance with Section 2.04 and the purchasing Lender retains
less than its Sharing Percentage of the applicable Reallocable Payment;

then the purchase of the participations under Section 2.02 shall be rescinded to
the extent necessary to provide funds for such recovery, correct the error or
take into account the changed Sharing Percentages and each selling Lender shall
promptly (after its receipt of notification from the purchasing Lender) repay to
the purchasing Lender the purchase price for such participation to such extent,
together with an amount equal to such selling Lender's ratable share (according
to the proportion of (x) the amount of such selling Lender's required repayment
to the purchasing Lender to (y) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered or required to be
returned.

         Section 2.04.     Adjustments to Sharing Percentages. If, at any time
after the date of a Sharing Notice:

                  (a)      a Lender is required to repay to any Obligated Party
or any other Person all or any portion of an amount received on or prior to the
date of such Sharing Notice with the result that such Lender's Funded
Obligations are increased, or

                  (b)      an amount originally included in the Funded
Obligations of a Lender under its Credit Facility as a contingent obligation
(such as a letter of credit) ceases to be an obligation because of its expiry,
reduction, cancellation or otherwise, with the result that such Funded
Obligation is reduced,

then the Sharing Percentages of the Lenders shall be adjusted on the first
Business Day of the next calendar month to reflect such increase or reduction,
and each Lender shall promptly (and in any event within five Business Days after
its receipt of notification from the Collateral Agent) purchase or rescind its
participation interest in the Funding Obligations in accordance with either
Section 2.02 or 2.03 hereof, as applicable.

         Section 2.05.     Collateral Proceeds.

                  (a)      Pro Rata Treatment. The Collateral Agent shall be the
secured party under the Security Documents and shall hold the Collateral, all
for the benefit of the Creditors. The Lenders hereby agree that they will
receive pro rata treatment in connection with all payments, distributions,
collections or recoveries relating to the Collateral. Each payment or
distribution by or from or received in connection with the exercise of remedies
after a Default or an Event of Default in respect of the Collateral shall be
shared and applied to the Obligations in accordance with Section 2.06.

                  (b)      This Agreement Controlling. The provisions contained
herein concerning the Collateral and Proceeds shall be controlling,
notwithstanding the terms of any agreement between any Creditor and any
Obligated Party under any other document or instrument between such parties,
whether or not bankruptcy, receivership or insolvency proceedings shall at any
time have been commenced.

         Section 2.06.     Application of Proceeds. The Proceeds of any sale,
enforcement or other disposition of any of the Collateral or other distribution
in respect of the Collateral, in each case following a Default or an Event of
Default, shall be applied by the Collateral Agent in the following order:

                  first, to the payment of all costs, fees and expenses incurred
by the Collateral Agent in connection with the realization upon the Collateral
under the Security Documents or this Agreement, including, without limitation,
reasonable costs and expenses incurred by the Collateral Agent in connection
with the defense of any claim, suit, action or proceeding against the Collateral
Agent, as provided below in Section 5.08;

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 10

<PAGE>

                  second, to the payment of the Funded Obligations of the
Lenders, which payment shall be shared by the Lenders according to their
respective Sharing Percentages until all the liquidated Funded Obligations have
been satisfied in full and all contingent reimbursement obligations in respect
of letters of credit issued under any Credit Facility and all contingent Swap
Obligations have been fully cash collateralized;

                  third, to the payment of the other Obligations owed to
Creditors and then due, which payment shall be shared by the Creditors pro rata
determined based on the outstanding amounts thereof;

                  fourth, to the payment to the Company or its successors or
assigns, or as a court of competent jurisdiction may direct, or otherwise as
required by law, if any surplus is then remaining from such proceeds.

Portions of the proceeds of the Collateral distributed to a Lender may
thereafter be held as collateral for the contingent reimbursement obligations in
respect of letters of credit issued under the Credit Facilities. In the event
that any such letter of credit expires undrawn and as a result the contingent
reimbursement obligations relating thereto terminate, the Creditor holding such
Collateral agrees to return such proceeds to the Collateral Agent for
distribution in accordance with this Section 2.06 to be distributed as Proceeds
of Collateral hereunder.

         Section 2.07.     Proceeds Received Directly by a Lender. If any
Creditor receives any Proceeds, other than from the Collateral Agent, such
Person shall: (a) notify the Collateral Agent in writing of the nature of such
receipt, the date of the receipt and the amount thereof, (b) deduct from the
Proceeds received any costs or expenses (including attorneys' fees and expenses)
incurred in connection with the acquisition of such Proceeds, (c) hold the
remaining amount of such Proceeds in trust for the benefit of the Collateral
Agent until paid over to the Collateral Agent and (d) pay the remaining amount
of such Proceeds to the Collateral Agent promptly upon receipt thereof. Upon
receipt, the Collateral Agent shall promptly distribute the Proceeds so received
in accordance with Section 2.06.

         Section 2.08.     Incorrect Distribution If any Creditor receives any
Proceeds in an amount in excess of the amount such Person is entitled to receive
under the terms hereof, such Person shall (a) hold such excess Proceeds in trust
for the benefit of the Collateral Agent until paid over to the Collateral Agent
and (b) shall promptly pay the excess amount of such Proceeds to the Collateral
Agent. The Collateral Agent shall promptly distribute the amount so received to
in accordance with the terms of Section 2.06.

         Section 2.09.     Return of Proceeds. If at any time payment, in whole
or in part, of any Proceeds distributed hereunder is rescinded or must otherwise
be restored or returned by the Collateral Agent or by any Creditor as a
preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency
or similar law, then each Person receiving any portion of such Proceeds agrees,
upon demand, to return the portion of such Proceeds it has received to the
Person responsible for restoring or returning such Proceeds.

         Section 2.10.     Notice to Persons making Distributions. Each Creditor
shall promptly and appropriately instruct any Person (other than Collateral
Agent) making any distribution of Proceeds or Reallocable Payments to make such
distribution so as to give effect to this Agreement.

         Section 2.11.     Perfection by Possession. Collateral Agent hereby
appoints each Lender and the Multiyear Agent to serve as its bailee to perfect
the Collateral Agent's liens and security interest in any Collateral, including
any Proceeds, in the possession of any such Person (and continues the
appointments made under the Original Intercreditor Agreement). Any such party
possessing such Collateral agrees to so act as bailee for the Collateral Agent
in accordance with the terms and provisions hereof.

         Section 2.12.     Non-Cash Proceeds. Notwithstanding anything contained
herein to the contrary, if the Collateral Agent, acting upon the instructions of
the Required Lenders, shall ever acquire any Collateral

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 11

<PAGE>

through foreclosure or by a conveyance in lieu of foreclosure or by retaining
any of the Collateral in satisfaction of all or part of the Obligations or if
any Proceeds or other property received by the Collateral Agent or any Creditor
to be distributed and shared pursuant to this Article 2 are in a form other than
immediately available funds, the Person receiving such Collateral, Proceeds or
other property shall not be required to remit any share thereof under the terms
hereof and the Creditors shall only be entitled to their undivided interests
therein as determined hereby. The Creditors shall receive the applicable
portions of any immediately available funds consisting of Proceeds from such
Collateral or proceeds of such non-cash Proceeds or other property so acquired
only if and when paid in connection with the subsequent disposition thereof.
While any Collateral or other property to be shared pursuant to this Article 2
is held by the Collateral Agent or a Creditor pursuant to this Section 2.12,
such Person shall hold such Collateral or other property for the benefit of the
Creditors in accordance with their respective undivided interest therein and all
matters relating to the management, operation, further disposition or any other
aspect of such Collateral or other property shall be resolved by the agreement
of the Required Lenders.

                                   ARTICLE 3.

                          Cooperation Among Creditors

         Section 3.01.     Cooperation. Each Creditor agrees with each of the
other Creditors that:

                  (a)      it will from time to time provide such information to
the Collateral Agent as may be necessary to enable the Collateral Agent to make
any calculation as referred to in Section 2.01 or Section 2.04 of this Agreement
or otherwise required for any other purpose hereof;

                  (b)      it will, not later than 60 days after it has become
aware of the occurrence of any Event of Default which it believes will not be
cured or waived, give the Collateral Agent notice, and if such notice is oral,
confirmed in writing, of such Event of Default and stating that the same
constitutes a Notice of Event of Default (a "NOTICE OF EVENT OF DEFAULT"); and

                  (c)      it will give the Collateral Agent and the other
Lenders immediate written notice of any acceleration of any of its Funded
Obligations or suspension of all or any portion of its commitments to extend
credit under any of the Credit Facilities.

         Section 3.02.     Parties Having Other Relationships. Each Creditor
acknowledges and accepts that now and in the future the other Creditors or their
respective Affiliates may lend to the Company or any Subsidiary on a basis other
than as covered by this Agreement or may accept deposits from, act as trustee
under indentures of, act as servicing bank or any similar function under any
credit relationship with, and generally engage in any kind of business with
Company or any Subsidiary, all as if such Person were not a party to this
Agreement. Except as set forth herein, each Creditor acknowledges that the other
Creditors and their respective Affiliates may exercise all contractual and legal
rights and remedies which may exist from time to time with respect to such other
existing and future relationships without any duty to account therefor to the
other Creditors except as necessary to establish compliance with the provisions
of this Agreement.

         Section 3.03.     Modification to Financing Documents. Nothing herein
shall restrict the right of any Creditor to amend, waive, consent to the
departure from or otherwise modify any Financing Documents to which it is a
party in accordance with the terms thereof.

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 12

<PAGE>

                                   ARTICLE 4.

                           Obligated Party Agreements

         Section 4.01.     Consent. Each of the Obligated Parties consent to,
and agrees with the terms of, this Agreement.

         Section 4.02.     Further Assurances. At any time and from time to
time, upon the written request of the Collateral Agent, and at the expense of
the Company, each Obligated Party will promptly execute and deliver any and all
such further instruments and documentation and take such further action as the
Collateral Agent reasonably deems necessary or advisable in obtaining the full
benefits of this Agreement and the Security Documents and of the rights,
remedies and powers herein and therein conferred or reserved.

         Section 4.03.     Obligations Unimpaired. Except as expressly provided
herein, nothing contained in this Agreement shall impair, as between any
Obligated Party and any Creditor, the obligation of the Obligated Parties to pay
or perform any obligation or liability owed to such Creditor when the same shall
become due and payable in accordance with the terms of the applicable Credit
Facility.

         Section 4.04.     No Additional Rights for the Company. If any Creditor
shall enforce its rights and remedies in violation of the terms of this
Agreement, each Obligated Party agrees that it shall not use such violation as a
defense to the enforcement by such Lender of any of its rights under any Credit
Facility or any other Financing Documents to which it is a party nor assert such
violation as a counterclaim or basis for setoff or recoupment against such
Creditor. Compliance with this Section 4.04 will not constitute a violation of
any other provisions of this Agreement by an Obligated Party.

         Section 4.05.     Set-Off Rights. Each Obligated Party agrees that
each Lender purchasing a participation from another Lender pursuant to Section
2.02 hereof, may, to the fullest extent permitted by law, exercise all its
rights of payment (including Set-Off Rights) with respect to such
participation as fully as if such Lender were the direct creditor of the
applicable Obligated Party in the amount of such participation.

         Section 4.06.     Postclosing Agreement. On or before October 15, 2003,
the Obligated Parties shall use commercially reasonable efforts to deliver or
cause to be delivered to the Collateral Agent amendments, in form and substance
acceptable to the Collateral Agent, to the UCC financing statements filed
against Advanced Distributor Products and Lennox Hearth Products by Summit
Funding Group to limit the scope of each such financing statement to the actual
property subject to the transaction evidenced thereby.

                                   ARTICLE 5.

                                Collateral Agent

         Section 5.01.     Appointment and Authority of Collateral Agent. In
order to expedite the enforcement of the rights and remedies set forth in this
Agreement and the Security Documents, JPMorgan Chase Bank (formerly The Chase
Manhattan Bank) is hereby appointed to act as collateral agent for the Creditors
hereunder and thereunder and the Lenders party hereto reaffirm the appointment
of JPMorgan Chase Bank (formerly The Chase Manhattan Bank) under the Original
Intercreditor Agreement. The Collateral Agent is hereby authorized and directed
to take such action on behalf of the Lenders under the terms and provisions of
this Agreement and the Security Documents and to exercise such rights and
remedies hereunder and thereunder as are specifically delegated to or required
of the Collateral Agent under the terms and provisions hereof and thereof. The
Collateral Agent is hereby expressly authorized as Collateral Agent on behalf of
the Creditors,

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 13

<PAGE>

without hereby limiting the foregoing, and subject to, and in accordance with,
the terms and conditions of this Agreement:

                  (a)      to receive on behalf of each of the Creditors any
payment of monies paid to the Collateral Agent in accordance with this Agreement
and the Security Documents, and to distribute to each Creditor its share of all
payments so received in accordance with the terms of this Agreement;

                  (b)      to receive all documents and items to be furnished
under the Security Documents;

                  (c)      to maintain physical possession of any of the
Collateral as contemplated in any of the Security Documents as agent and bailee
for the Creditors to perfect the liens and security interests granted pursuant
to the Security Documents therein;

                  (d)      to act on behalf of the Creditors in and under the
Security Documents;

                  (e)      to execute and deliver to the Company requests,
demands, notices, approvals, consents and other communications received from the
Creditors in connection with the Security Documents, subject to the terms and
conditions set forth herein and therein;

                  (f)      to the extent permitted by this Agreement and the
Security Documents, to exercise on behalf of each Creditor all remedies of the
Creditors upon the occurrence and during the continuance of any Default or Event
of Default under any of the Security Documents;

                  (g)      to distribute to the Creditors information, requests,
notices, documents and other items received from the Company and other Persons
in respect of the Collateral and the Security Documents;

                  (h)      to accept, execute, and deliver the Security
Documents as the secured party for the benefit of the Creditors;

                  (i)      to take title to Collateral for the benefit of the
Creditors pursuant to the exercise of any rights and remedies under the Security
Documents and to manage the Collateral so acquired pursuant to the directions of
the Required Lenders; and

                  (j)      to take such other actions, other than as specified
in Section 5.02 hereof, as may be requested by the Required Lenders or as are
reasonably incident to any powers granted to the Collateral Agent hereunder and
not in conflict with applicable law or regulation or any Financing Document.

         Section 5.02.     Actions of Agent Requiring Consent, or Upon Request,
of the Required Lenders. Notwithstanding anything contained herein or in the
Security Documents to the contrary, (a) the Collateral Agent shall not, without
the prior written consent of all the Lenders other than the Affiliates of any
Multiyear Lender (who shall have no right to object to any release or
substitution of Collateral), release or substitute any Collateral except as
permitted by Section 5.12, (b) the Collateral Agent shall not, without the prior
written consent of the Required Lenders, institute foreclosure proceedings with
respect to all or any portion of the Collateral, and (c) the Collateral Agent
shall not enter into any other amendment, modification or supplement of any of
the Security Documents without the prior written consent of the Required
Lenders; provided, however, that upon the Collateral Agent's receipt of the
prior written consent, or upon the written instruction, of the Required Lenders,
the Collateral Agent shall take such action as to which consent has been granted
or such instruction has been given. No Affiliate of any Multiyear Lender shall
have any right to be included in any consent required by this Section 5.02.

         Section 5.03.     Non-Reliance on Collateral Agent and Other Creditors.
Each Creditor agrees that it has, independently and without reliance on the
Collateral Agent or any other Creditor, and based upon such

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 14

<PAGE>

documents and information as it has deemed appropriate, made its own credit
analysis of the Obligated Parties and the Collateral, and its independent
decision to enter into this Agreement, and that it will, independently and
without reliance upon the Collateral Agent or any other Creditor, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement. The Collateral Agent shall not be required to keep the
Creditors informed as to the performance or observance by any Obligated Party
with the terms of this Agreement, the Pledge Agreement or any other Financing
Document or to inspect the properties or books of any Obligated Party. The
Collateral Agent shall not have any duty, responsibility or liability to provide
any Creditor with any credit or other information concerning the affairs,
financial condition or business of any Obligated Party which may come into the
possession of Collateral Agent; provided, however, the Collateral Agent shall
send to the Lenders written notice of any Event of Default of which it has been
given notice and all payments and repayments of amounts required hereunder to be
paid to the Lenders received by the Collateral Agent under or in connection with
the Security Documents or this Agreement. The Collateral Agent shall provide
each Lender with a schedule of all costs and expenses which the Collateral Agent
has paid or proposes to pay from the proceeds of such payments or repayments as
permitted hereunder.

         Section 5.04.     Collateral Agent and Affiliates. JPMorgan Chase Bank
(formerly The Chase Manhattan Bank) and any successor Collateral Agent, in its
capacity as a Lender and an agent under the Multiyear Credit Agreement, shall
have the same rights and powers under the Financing Documents and may exercise
or refrain from exercising the same as though it were not the Collateral Agent
hereunder, and such Lender and its Affiliates may lend money to and generally
engage in any kind of lending, investment, trust, hedging or other business with
or for any Lender, any Obligated Party, or any of their respective Affiliates,
as if it were not acting as Collateral Agent hereunder.

         Section 5.05.     Action by Collateral Agent. The obligations of the
Collateral Agent hereunder and under the Security Documents are only those
expressly set forth herein and therein. Notwithstanding anything contained
herein or in any Financing Document to the contrary, the Collateral Agent shall
not be required to take any action with respect to any Default or Event of
Default, except as expressly provided herein.

         Section 5.06.     Consultation with Experts. The Collateral Agent may
consult with legal counsel, independent public accountants and any other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts. Furthermore, the Collateral Agent (a) shall have no
duties or responsibilities except those set forth in this Agreement and the
other Security Documents and (b) shall not be required to initiate any
litigation, foreclosure or collection proceedings hereunder or under any
Security Document except to the extent requested by Required Lenders.

         Section 5.07.     Liability of Collateral Agent. The Collateral Agent
shall be entitled to rely on any communication or document believed by it to be
genuine and correct and to have been communicated or signed by the Person by
whom it purports to be communicated or signed and shall not be liable to any
Creditor for any of the consequences of such reliance. Neither the Collateral
Agent nor any director, officer, employee or agent of the Collateral Agent shall
be liable for any action taken or not taken by it or them under, or in
connection with, this Agreement or any of the Financing Documents in the absence
of its or their gross negligence or willful misconduct. As to any matters not
expressly provided for herein, the Collateral Agent shall act or refrain from
acting in accordance with written instructions from the Required Lenders or, in
the absence of such instructions, in accordance with its discretion, taking into
account the interests of all Lenders. The Collateral Agent shall not be
obligated to follow any such written directions to the extent that it shall
determine that such directions are in conflict with any provision hereof or of
any applicable law or regulation or any Financing Document or which exposes the
Collateral Agent to personal liability. Neither the Collateral Agent nor any
director, officer, employee or agent of the Collateral Agent shall be
responsible for or have any duty to ascertain, inquire into or verify (a) any
statement, warranty or representation made in connection with any of

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 15

<PAGE>

the Financing Documents or any payment thereunder; (b) the performance or
observance of any of the covenants or agreements of any Obligated Party or any
Creditor under any of the Financing Documents; (c) the validity, effectiveness
or genuineness of the Financing Documents or any other instrument or writing
furnished in connection therewith; or (d) the existence, genuineness or value of
any of the Collateral or the validity, effectiveness, perfection, priority or
enforceability of the security interests in or liens on any of the Collateral.

         Section 5.08.     Indemnification of Collateral Agent; Defense of
Claims.

                  (a)      EACH LENDER HEREBY AGREES TO INDEMNIFY THE COLLATERAL
AGENT AND EACH OF THE COLLATERAL AGENT'S DIRECTORS, OFFICERS, AFFILIATES,
REPRESENTATIVES AND AGENTS (AS USED IN THIS SECTION 5.08 "COLLATERAL AGENT"
MEANS ALL OF THE FOREGOING) AGAINST ALL LOSS, COST, LIABILITY AND EXPENSE (TO
THE EXTENT NOT PAID BY AN OBLIGATED PARTY AND NOT ARISING OUT OF OR AS A RESULT
OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE COLLATERAL AGENT
BUT INCLUDING ALL LOSS, COST, LIABILITY AND EXPENSE ARISING OUT OF OR AS A
RESULT OF THE NEGLIGENCE ON THE PART OF THE COLLATERAL AGENT), INCLUDING
REASONABLE ATTORNEYS' FEES, RESULTING FROM ANY ACTION TAKEN OR TO BE TAKEN BY IT
AS COLLATERAL AGENT ON BEHALF OF THE LENDERS WITHIN THE SCOPE OF ITS AUTHORITY
AS PROVIDED IN THIS AGREEMENT OR ANY OF THE SECURITY DOCUMENTS, TO THE EXTENT OF
SUCH LENDER'S PRO RATA SHARE (BASED UPON ITS SHARING PERCENTAGE) OF ANY SUCH
LOSS, COST, LIABILITY AND EXPENSE.

                  (b)      The Collateral Agent shall notify each Lender (but
excluding any Affiliate of a Multiyear Lender) as promptly as is reasonably
practicable of the written assertion of, or the commencement of, any claim,
suit, action or proceeding filed against the Collateral Agent arising out of, or
in connection with, the acceptance or administration of the duties imposed upon
the Collateral Agent hereunder or under any of the Financing Documents or any
action or omission taken or made within the scope of the rights or powers
conferred upon the Collateral Agent hereunder or under the Financing Documents
promptly after the Collateral Agent shall have received the written assertion or
have been served with the summons or other first legal process giving
information as to the nature and basis of the lawsuit. Each Lender shall be
entitled to participate in and assume, at its own expense, the defense of any
such claim, suit, action or proceeding, and such defense shall be conducted by
counsel chosen by such Lender and reasonably satisfactory to the Collateral
Agent, provided, however, that (i) if any Lender has not assumed the defense of
such claim, suit, action or proceeding, (ii) if the attorneys handling the
defense are not reasonably satisfactory to the Collateral Agent, or (iii) if the
defendants in any such action include both the Collateral Agent and the Lenders
and the Collateral Agent shall have been advised by its counsel that there may
be legal defenses available to it that are different from or additional to those
available to the Lenders, which in the reasonable opinion of such counsel are
sufficient to make it undesirable for the same counsel to represent both the
Lenders and the Collateral Agent, the Collateral Agent shall have the right to
employ its own counsel in all such instances described in (i), (ii) or (iii)
above, and shall be entitled to recover from any proceeds received pursuant to
Section 2.06 all reasonable fees and expenses of such counsel. If more than one
Lender gives notice of assumption of defense, the matter shall be presented to
all the Lenders and, unless the Collateral Agent receives notice from the
Required Lenders specifying the Lender that is to assume the defense, the
Collateral Agent shall proceed itself with the defense. Except as provided
above, the Collateral Agent's right to recover its reasonable counsel fees and
expenses from proceeds received pursuant to Section 2.06 shall cease upon any
Lender's assumption of the defense of the claim, suit, action or proceeding.
Each Lender and the Collateral Agent is always entitled to defend itself at its
own expense. Neither the Lenders nor the Collateral Agent shall be bound by any
settlement entered into by the other parties without such party's consent.

         Section 5.09.     Resignation or Removal of Collateral Agent. Subject
to the appointment and acceptance of a successor Collateral Agent as provided
below, the Collateral Agent may resign at any time by

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 16

<PAGE>

giving notice thereof to each Lender and may be removed, upon thirty days' prior
written notice of such removal from the Required Lenders. Upon any such
resignation or removal, a successor Collateral Agent may be appointed by the
Required Lenders. If no successor Collateral Agent shall have been appointed as
aforesaid and shall have accepted such appointment within 30 days after the
retiring Collateral Agent's giving of notice of resignation or having received
notice of removal, then the retiring Collateral Agent may, on behalf of the
Lenders, appoint a successor Collateral Agent which shall be a depository
institution with capital and surplus greater than $500,000,000 and which shall
be qualified to perform its duties hereunder and under the Security Documents.

         Upon the acceptance of any appointment as Collateral Agent hereunder by
a successor Collateral Agent, such successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent, and the retiring Collateral Agent shall be
discharged from its duties and obligations under this Agreement or any Security
Document, except to the extent for acts or omissions prior to the resignation or
removal. After any retiring Collateral Agent's resignation or removal hereunder
as Collateral Agent, (a) the provisions of Sections 5.07 and 5.08 shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Collateral Agent, (b) any Collateral held in
possession of the retiring Collateral Agent shall be delivered to the successor
Collateral Agent, and (c) the retiring Collateral Agent shall assign all of its
rights as secured party with respect to all of the Collateral to the successor
Collateral Agent for the benefit of the Creditors.

         Section 5.10.     Appointment of Co-Agents. At any time or times, in
order to comply with any legal requirement in any jurisdiction, the Collateral
Agent may appoint a bank or trust company or one or more other Persons, either
to act as co-agent or co-agents, jointly with the Collateral Agent, or to act as
separate agent or agents on behalf of the Lenders with such power and authority
as may be necessary for the effectual operation of the provisions hereof and may
be specified in the instrument of appointment (which may, in the discretion of
the Collateral Agent, include provisions for the protection of such co-agent or
separate agent similar to the provisions of this Article 5).

         Section 5.11.     Compensation of Collateral Agent; Expenses. The
Collateral Agent agrees to serve hereunder without compensation except for the
reimbursement of its customary custodial fees charged for the safekeeping of the
certificates evidencing the stock pledged as collateral under the Pledge
Agreement. Any successor Collateral Agent appointed pursuant to Section 5.09
shall be compensated by the Company on a basis which shall be approved by the
Required Lenders. The Lenders agree that such compensation paid to any successor
Collateral Agent and all reasonable out-of-pocket expenses (including, without
limitation, attorneys' fees and expenses) incurred by the Collateral Agent or
such successor Collateral Agent on behalf of the Creditors incident to the
exercise or enforcement of any terms or provisions of the Security Documents
shall be indebtedness to the Collateral Agent or such successor Collateral
Agent, secured by the Collateral. Upon the request of the Collateral Agent or
such successor Collateral Agent, however, the Lenders will reimburse the
Collateral Agent or such successor Collateral Agent, to the extent not paid by
the Obligated Parties, for any such fees or expenses in accordance with each
Lender's Sharing Percentage.

         Section 5.12.     Release of Collateral. The Company may from time to
time request the Collateral Agent in writing, with copies thereof delivered
simultaneously to all Lenders (other than the Affiliates of Multiyear Lenders),
to release portions of the Collateral, if and to the extent such Collateral is
required to be released in connection with any sale of Collateral that is
permitted under the Credit Facilities. Promptly after the Collateral Agent
receives (a) such written request from the Company and (b) written notice from
the Required Lenders that the proposed disposition is permitted under the terms
of the Credit Facilities, then if no Default or Event of Default exists (as
certified to the Collateral Agent by the Company and absent any express actual
knowledge to the contrary of the officers of the Collateral Agent who are
involved with the proposed release of Collateral) the Collateral Agent shall
release such Collateral. If all the Obligations arising under the Multiyear
Credit Agreement and Obligated Party Swap Agreements have been paid and
satisfied in full and the

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 17

<PAGE>

commitments thereunder terminated, the Company may request the Collateral Agent
in writing, with copies thereof delivered simultaneously to all Noteholders, to
release all of the Collateral. Promptly after the Collateral Agent receives (a)
such written request from the Company and (b) written notice from the
Noteholders that the proposed release is permitted (which notice the Noteholders
agree to deliver if no Default or Event of Default exists, no other creditors of
the Company enjoy the benefits of collateral or guaranties to secure the amounts
owed by the Company other than purchase money lenders and holders of capital
leases and all other conditions to the release of the Note Guaranties under the
Note Agreements have been satisfied), then if no Default or Event of Default
exists the Collateral Agent shall release all the Collateral. If the proposed
sale or release of the Collateral is not permitted by the Credit Facilities or
hereby, the Collateral Agent may only release the Collateral upon the written
consent of all the Lenders (excluding, however, the Affiliates of any Multiyear
Lender).

         Section 5.13.     Emergency Actions. The Collateral Agent, is
authorized, but not obligated, to take any action reasonably required to perfect
or continue the perfection of the security interests in the Collateral for the
benefit of the Creditors and following the occurrence of an Event of Default and
before the Required Lenders have given the Collateral Agent directions, to take
any action (subject to the restrictions in Section 5.02) which the Collateral
Agent, in its sole discretion and good faith, believes to be reasonably required
to promote and protect the interests of the Lenders and to maximize both the
value of the Collateral and the present value of the recovery by the Lenders on
the Obligations; provided, however, that once such directions have been
received, the actions of the Collateral Agent shall be governed thereby and the
Collateral Agent shall not take any further action which would be contrary
thereto. The Collateral Agent shall give written notice of any such action to
the Lenders within one Business Day and shall cease any such action upon its
receipt of written instructions from the Required Lenders.

         Section 5.14.     Interpleader; Declaratory Judgment. In the event any
controversy arises between or among the Lenders with respect to this Agreement,
the Security Documents or any rights of any Creditor hereunder or thereunder,
the Collateral Agent shall have the right to institute a bill of interpleader in
any court of competent jurisdiction with respect to any amounts held by the
Collateral Agent hereunder or to initiate proceedings in any court of competent
jurisdiction for a declaratory judgment to determine the rights of the parties.

                                   ARTICLE 6.

                            Enforcement of Remedies

         Section 6.01.     Waivers of Rights. Except as otherwise expressly set
forth herein, so long as the Obligations remain unpaid, the Creditors (other
than the Collateral Agent) hereby agree to refrain from exercising any and all
rights each may individually (i.e., other than through the Collateral Agent) now
or hereafter have applicable to the Collateral to exercise any right pursuant to
the Security Documents, the Uniform Commercial Code as in effect in any
applicable jurisdiction, or under similar provisions of the laws of any
jurisdiction or otherwise dispose of or retain any of the Collateral. The
Creditors (other than the Collateral Agent) hereby agree not to take any action
whatsoever to enforce any term or provision of the Security Documents or to
enforce any right with respect to the Collateral, in conflict with this
Agreement or the terms and provisions of the Security Documents.

         Section 6.02.     Permitted Action by the Lenders. Any Creditor may
(but in no event shall be required to), without instruction from the Collateral
Agent, take action permitted by applicable law or in accordance with the terms
of the Security Documents to preserve its rights, security interests and liens
in any item of Collateral securing the payment and performance of the
Obligations, including but not limited to curing any default or alleged default
under any contract entered into by any Obligated Party, paying any tax, fee or
expense on behalf of any Obligated Party, exercising any offset or recoupment
rights and paying insurance

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 18

<PAGE>

premiums on behalf of any Obligated Party so long as such action shall not
impair the rights of the Collateral Agent or of any other Creditor.

         Section 6.03.     Right to Instruct Collateral Agent. Upon Acceleration
under a Credit Facility, the Required Lenders may instruct the Collateral Agent
to liquidate all or any portion of the Collateral, and to take any other action,
in the manner, and upon the terms and conditions, described in the Security
Documents.

         Section 6.04.     Permitted Exercise of other Rights. Except as
otherwise specifically provided in this Article 6, each Creditor shall have all
the rights and remedies available to them under the Financing Documents to which
they are a party upon the occurrence of a Default or an Event of Default or at
any other time, and without limiting the generality of the foregoing, each
Creditor shall have the independent right, exercised in accordance with the
applicable Financing Documents and applicable law, to do any of the following:

                  (a)      accelerate the Obligations owing to such Creditor
pursuant to the Financing Documents (other than this Agreement and the Security
Documents) to which such Creditor is a party;

                  (b)      institute suit against any Obligated Party (i) under
the terms of the applicable Financing Documents (including the Guaranties but
excluding this Agreement and the Security Documents) for collection of the
amounts owing thereunder or (ii) seeking an injunction, restraining order or any
other similar remedy;

                  (c)      seek the appointment of a receiver for any Obligated
Party (but not any of the Collateral);

                  (d)      file an involuntary petition under any bankruptcy or
insolvency laws against any Obligated Party or file a proof of claim in any
bankruptcy or insolvency proceeding;

                  (e)      exercise any Set-Off Right; or

                  (f)      take any other enforcement action with respect to any
Default or Event of Default pursuant to and in accordance with the Financing
Documents (other than this Agreement and the Security Documents) to which it is
a party.

If any Creditor obtains any payment of any Obligations owed as a result of the
exercise of any right or remedy permitted by this Section 6.04, such Creditor
shall comply with its obligations under Section 2.02 or Section 2.07 hereof (as
applicable) with respect thereto.

                                   ARTICLE 7.

                      Successors and Assigns; New Parties

         Section 7.01.     Assignees. No provision of this Agreement shall
restrict in any manner the assignment, participation or other transfer by any
Creditor (other than the Collateral Agent) of all or any part of its right,
title or interest under any Credit Facility; provided that, unless the
transferee becomes a party hereto for purposes hereof in accordance with Section
7.02, the transferor shall remain responsible for performance of this Agreement
with respect to the interest transferred, all as more fully set forth herein,
and the Collateral Agent shall have no responsibilities to and need not
acknowledge the interests of such transferee.

         Section 7.02.     Assignees of the Creditors. In connection with an
assignment of all, or of a proportionate part of all, of a Creditor's right,
title and interest under any Credit Facility to any insurance company, bank or
other financial institution (a "PURCHASER"), all in accordance with the
applicable provisions

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 19

<PAGE>

of such Credit Facility, such Purchaser shall become a party hereunder only upon
the receipt by the Collateral Agent of a Supplement to Intercreditor Agreement
substantially in the form of Attachment A hereto properly completed, executed
and delivered by such Purchaser.

         Section 7.03.     Additional Lenders. Any bank, insurance company or
other financial institution that has extended credit to the Company after the
date hereof the proceeds of which are used to repay any of the then outstanding
Funded Obligations may become a "Lender" hereunder (and their credit agreement,
note purchase agreement and/or related documents may become a "Credit Facility"
hereunder entitled to share in the Reallocable Payments and the Collateral and
any administrative agent appointed by such Lender may become a "Creditor") upon
the receipt by the Collateral Agent of a Supplement to Intercreditor Agreement
substantially in the form of Attachment B hereto properly completed, executed
and delivered by such new lender. Any other bank, insurance company or other
financial institution that has extended credit to the Company after the date
hereof may become a "Lender" hereunder (and their credit agreement, note
purchase agreement and/or related documents may become a "Credit Facility"
hereunder entitled to share in the Reallocable Payments and the Collateral and
any administrative agent appointed by such Lender may become a "Creditor") with
the written consent of the Required Lenders and upon the receipt by the
Collateral Agent of a Supplement to Intercreditor Agreement substantially in the
form of Attachment B hereto executed and delivered by such new lender. Life
Insurance Company of North America, which has been a Noteholder since 1993, was
not party to the Original Intercreditor Agreement but is a Lender under this
Agreement and is entitled to the benefits hereof.

         Section 7.04.     Addition of New Material Subsidiaries. Within forty -
five (45) days after the end of each fiscal quarter, the Company is required
under certain of the Financing Documents to cause each Material Subsidiary that
is a Domestic Subsidiary (as defined in the Multiyear Credit Agreement and the
Note Agreements) created or acquired during such fiscal quarter, and each
Domestic Subsidiary that, as a result of a change in assets, becomes a Material
Subsidiary during such fiscal quarter (any such Material Subsidiary, herein a
"NEW MATERIAL SUBSIDIARY"), to execute and deliver a joinder agreement joining
it as a guarantor under the Guaranties. Simultaneously with the execution and
delivery of any such joinder agreement, the Company shall cause the New Material
Subsidiary to join into this Agreement and become a "Guarantor" hereunder by the
execution and delivery of a Supplement to Intercreditor Agreement substantially
in the form of Attachment C hereto.

                                   ARTICLE 8.

                                 Miscellaneous

         Section 8.01.     Indemnification. EACH OBLIGATED PARTY, JOINTLY AND
SEVERALLY, INDEMNIFIES THE Collateral AGENT and its AFFILIATES AND THE
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF THE FOREGOING (EACH SUCH PERSON
BEING CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS
FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES,
INCLUDING REASONABLE COUNSEL FEES AND EXPENSES, INCURRED BY OR ASSERTED AGAINST
ANY INDEMNITEE ARISING OUT OF (I) THE ORIGINAL INTERCREDITOR AGREEMENT, THIS
AGREEMENT OR ANY SECURITY AGREEMENT, (II) THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY SECURITY DOCUMENT, OR (III) ANY CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO (INCLUDING, WITHOUT LIMITATION,
ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES ARISING FROM THE
SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEE); PROVIDED THAT SUCH INDEMNITY
SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES,
CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES (I) ARE DETERMINED TO HAVE
RESULTED FROM THE GROSS

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 20

<PAGE>

NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (II) RESULT FROM ANY
LITIGATION BROUGHT BY SUCH INDEMNITEE AGAINST AN OBLIGATED PARTY OR BY AN
OBLIGATED PARTY AGAINST SUCH INDEMNITEE, IN WHICH THE OBLIGATED PARTY IS THE
PREVAILING PARTY.

         Section 8.02.     Expenses. The Obligated Parties, jointly and
severally, agree to pay the Collateral Agent on demand (a) all costs and
expenses incurred by the Collateral Agent in connection with the preparation,
negotiation, and execution of this Agreement and any and all amendments,
modifications, renewals, extensions, and supplements thereof and thereto
(whether or not the same become effective), including, without limitation, the
fees and expenses of legal counsel for the Collateral Agent, (b) all costs and
expenses incurred by the Collateral Agent in connection with the enforcement of
this Agreement or the Security Documents, including, without limitation, the
fees and expenses of legal counsel for the Collateral Agent, and (c) all other
costs and expenses incurred by the Collateral Agent in connection with this
Agreement or the Security Documents, including, without limitation, all costs,
expenses, taxes, assessments, filing fees, and other charges levied by any
governmental authority or otherwise payable in respect of this Agreement or the
Security Documents and the Collateral Agent's customary custodial fees charged
for the safekeeping of the certificates evidencing the stock pledged as
collateral under the Pledge Agreement.

         Section 8.03.     No Partnership or Joint Venture. Nothing contained in
this Agreement, and no action taken by any Creditor pursuant hereto, is intended
to constitute or shall be deemed to constitute the Creditors as a partnership,
association, joint venture or other entity.

         Section 8.04.     Notices. Unless otherwise specified herein, all
notices, requests and other communications to any party hereunder shall be in
writing (including overnight delivery service, facsimile copy or similar
writing) and shall be given to such party at its address or facsimile number
specified pursuant to the Credit Facilities to which it is a party or such other
address or facsimile number as such party may hereafter specify for the purpose
by notice to the Collateral Agent. All such notices and other communications
shall, when mailed, delivered by overnight delivery service or transmitted by
facsimile, be effective when deposited in the mails, delivered to the overnight
delivery service or transmitted by facsimile with receipt confirmed and with a
copy sent by mail or overnight delivery service, respectively.

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 21

<PAGE>

         Section 8.05.     Entire Agreement; Amendments and Waivers; Amendment
and Restatement. THIS AGREEMENT AND THE OTHER DOCUMENTS REFERRED TO HEREIN
EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS (INCLUDING THE ORIGINAL INTERCREDITOR
AGREEMENT), REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Any provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed by the Required Lenders (and, if
the rights or duties of the Collateral Agent are affected thereby, by the
Collateral Agent); provided that no amendment, waiver or other modification
shall without the consent of all the Lenders (other than the Affiliate of any
Multiyear Lender who shall have no right to consent to any amendment, waiver or
other modification) modify the terms of Section 5.12 or this Section 8.05 or
release any Collateral except as permitted by Section 5.12. This Agreement
amends and restates in its entirety the Original Intercreditor Agreement. Each
Obligated Party that was a party to the Original Intercreditor Agreement prior
to the date hereof represents and warrants that as of the date hereof there are
no claims or offsets against or defenses or counterclaims to its obligations
under the Original Intercreditor Agreement or any of the other documents
executed in connection therewith. To induce the Creditors and the Collateral
Agent to enter into this Agreement, each such Obligated Party waives any and all
such claims, offsets, defenses or counterclaims, whether known or unknown,
arising prior to the date hereof and relating to the Original Intercreditor
Agreement, Security Documents, the Credit Facilities or the transactions
contemplated hereby or thereby. Each Creditor that is a party to the 364 Day
Credit Agreement (as that term is defined in the Original Intercreditor
Agreement) agrees that as a result of the expiration of the commitments under
the 364 Day Credit Agreement and the repayment of the obligations thereunder:
(i) the Original Intercreditor Agreement may be modified to exclude the 364 Day
Credit Agreement and the lenders thereunder, in their capacity as such, from the
benefits of the Original Intercreditor Agreement and of this Agreement, as an
amendment and restatement thereof and (ii) this Agreement may be amended or
otherwise modified without the consent or agreement of any lender party to the
364 Day Credit Agreement acting solely in their capacity as such.

         Section 8.06.     Payments. All payments hereunder shall be made in
Dollars in immediately available funds. All payments to the Collateral Agent
shall be made to it at such office or account as it may specify for the purpose
by notice to the Lenders. All payments to any Creditor shall be made to it, to
the extent practicable, in accordance with the provisions of the Credit
Facilities.

         Section 8.07.     Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, and
all of which taken together shall constitute a single agreement, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when the Collateral Agent shall have
received counterparts hereof executed by each of the parties listed on the
signature pages hereof.

         Section 8.08.     Benefits. This Agreement is solely for the benefit of
and shall be binding upon the Obligated Parties, the Lenders, the Collateral
Agent and the other Creditors and their successors or assigns, and no other
Person shall have any right, benefit, priority or interest under or by reason of
this Agreement. No Obligated Party may assign their rights or obligations
hereunder without the consent of all the Lenders. Any Affiliate of a Multiyear
Lender that is a party to any Obligated Party Swap Agreement is bound by the
terms hereof. Notwithstanding the preceding sentence, each Multiyear Lender, an
Affiliate of whom is a party to any Obligated Party Swap Agreement, shall ensure
that such Affiliate complies with the terms hereof as if such Affiliate was a
Lender hereunder and bound by the terms hereof.

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 22

<PAGE>

         Section 8.09.     No Waiver; Cumulative Remedies. No failure on the
part of any Creditor to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power, or privilege under this Agreement or
any Security Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power, or privilege under this Agreement or any
Security Document preclude any other or further exercise thereof or the exercise
of any other right, power, or privilege. The rights and remedies provided for in
this Agreement and the Security Documents are cumulative and not exclusive of
any rights and remedies provided by law.

         Section 8.10.     Term. This Agreement shall terminate upon the
occurrence of the following events if no Default or Event of Default then
exists: (i) the irrevocable payment in full of the Obligations under the
Multiyear Credit Agreement and the Obligated Party Swap Agreements (provided,
however, this Agreement shall be reinstated if any such payment is required to
be returned by any Creditor); (ii) no Lender shall have any commitment to lend
or otherwise extend credit under any Credit Agreement; and (iii) the release of
the liens on the Collateral in accordance with Section 5.12 or otherwise. If an
Event of Default has occurred which has not been cured or waived, this Agreement
shall terminate only upon the occurrence of the following events: (i) the
irrevocable payment in full of the Obligations (provided, however, this
Agreement shall be reinstated if any such payment is required to be returned by
any Creditor); (ii) no Lender shall have any commitment to lend or otherwise
extend credit under any Credit Facility; and (iii) the release of the liens on
the Collateral or the total liquidation of the Collateral and the distribution
of all the proceeds in accordance herewith. Without prejudice to the survival of
any other obligations hereunder, the indemnification and reimbursement
obligations of the Obligated Parties under Sections 8.01 and 8.02 of this
Agreement and the obligations of the Lenders under Section 5.11 shall survive
the termination of this Agreement.

         Section 8.11.     Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

         Section 8.12.     Limitation of Liability. Neither the Collateral Agent
nor any affiliate, officer, director, employee, attorney, or agent thereof shall
have any liability with respect to, and each Obligated Party and each other
Creditor hereby waives, releases, and agrees not to sue any of them upon, any
claim for any special, indirect, incidental, consequential or punitive damages
suffered or incurred by any Obligated Party or any other Creditor in connection
with, arising out of, or in any way related to, this Agreement or any of the
other Financing Documents, or any of the transactions contemplated by this
Agreement or any of the other Financing Documents.

         Section 8.13.     Severability. Any provision of this Agreement held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Agreement and the effect thereof
shall be confined to the provision held to be invalid or illegal.

         Section 8.14.     Headings. The headings, captions, and arrangements
used in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement.

         Section 8.15.     Construction. Each Obligated Party and each Creditor
acknowledge that each of them has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review this Agreement with its
legal counsel and that this Agreement shall be construed as if jointly drafted
by the parties hereto.

         Section 8.16.     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 23

<PAGE>

RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereunto duly authorized as of the
date first above set forth.

                                    COMPANY:

                                    LENNOX INTERNATIONAL INC.

                                    By: _______________________________________
                                        Richard A. Smith, Executive Vice
                                        President and Chief Financial Officer

                                    GUARANTORS:

                                    LENNOX INDUSTRIES INC.
                                    ARMSTRONG AIR CONDITIONING INC.
                                    EXCEL COMFORT SYSTEMS INC.
                                    SERVICE EXPERTS INC.
                                    LENNOX GLOBAL LTD.
                                    LGL EUROPE HOLDING CO.
                                    LGL AUSTRALIA (US) INC.

                                    By: _______________________________________
                                        Richard A. Smith,
                                        Authorized officer for each Guarantor

                                    COLLATERAL AGENT:

                                    JPMORGAN CHASE BANK (formerly The Chase
                                    Manhattan Bank), in its capacities as
                                    Collateral Agent for the Lenders and as
                                    administrative agent for the Multiyear
                                    Lenders

                                    By: _______________________________________
                                        David L. Howard
                                        Vice President

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 24

<PAGE>

                                    NOTEHOLDERS:

                                    THE PRUDENTIAL INSURANCE COMPANY
                                    OF AMERICA

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: Vice President

                                    U.S. PRIVATE PLACEMENT FUND

                                    By:  Prudential Private Placement Investors,
                                         L.P., Investment Advisor

                                         By:  Prudential Private Placement
                                              Investors, Inc., its General
                                              Partner

                                              By: ______________________________
                                                  Name:  _______________________
                                                  Title: Vice President

                                    PRUCO LIFE INSURANCE COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: Vice President

                                    TEACHERS INSURANCE AND ANNUITY
                                     ASSOCIATION OF AMERICA

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 25

<PAGE>

                                    CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                    on behalf of one or more separate accounts

                                    By:  CIGNA Investments, Inc.

                                         By: ___________________________________
                                             Name:  ____________________________
                                             Title: ____________________________

                                    CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                    By:  CIGNA Investments, Inc.

                                         By: ___________________________________
                                             Name:  ____________________________
                                             Title: ____________________________

                                    LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    By:  CIGNA Investments, Inc.

                                         By: ___________________________________
                                             Name:  ____________________________
                                             Title: ____________________________

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 26

<PAGE>

                                    UNITED OF OMAHA LIFE INSURANCE COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    MUTUAL OF OMAHA INSURANCE COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    COMPANION LIFE INSURANCE COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    UNITED WORLD LIFE INSURANCE COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 27

<PAGE>

                                    FIRST COLONY LIFE INSURANCE COMPANY

                                    By:  GE Asset Management Incorporated,
                                         investment advisor

                                         By: ___________________________________
                                             Name:  ____________________________
                                             Title: ____________________________

                                    GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

                                    By:  GE Asset Management Incorporated,
                                         investment advisor

                                         By: ___________________________________
                                             Name:  ____________________________
                                             Title: ____________________________

                                    GE LIFE AND ANNUITY ASSURANCE COMPANY

                                    By:  GE Asset Management Incorporated,
                                         investment advisor

                                         By: ___________________________________
                                             Name:  ____________________________
                                             Title: ____________________________

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 28

<PAGE>

                                    NATIONWIDE LIFE INSURANCE COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    NATIONWIDE LIFE AND ANNUITY INSURANCE
                                    COMPANY

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title: _________________________________

                                    ACE PROPERTY AND CASUALTY INSURANCE COMPANY

                                    By:  Columbia Management Advisors, Inc.
                                         (as agent)

                                         By: ___________________________________
                                             Name:  ____________________________
                                             Title: ____________________________

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, Page 29
<PAGE>

                                                                    Attachment A

                      SUPPLEMENT TO INTERCREDITOR AGREEMENT
                              (SUCCESSOR CREDITORS)

                                                                          [DATE]

JPMorgan Chase Bank
2200 Ross Avenue, 3rd Floor
Dallas, TX 75201
Attention of Steve Willmann
Telecopy No. 214/965-2044

with a copy to
JPMorgan Chase Bank
Loan Syndications Services
1111 Fannin, 10th Floor
Houston, TX  77002
Attention:  Rese Comley
Telecopy:  713-750-2892

         Re:      Amended and Restated Intercreditor Agreement dated as of
                  September 11, 2003, among Lennox International Inc., certain
                  of its subsidiaries, the noteholders, lenders and agent named
                  therein and JPMORGAN CHASE BANK (formerly The Chase Manhattan
                  Bank), as the collateral agent for itself and the other
                  Creditors (the "INTERCREDITOR AGREEMENT"); capitalized terms
                  used herein and not otherwise defined herein shall have the
                  meaning provided in the Intercreditor Agreement.

Ladies and Gentlemen:

         We acknowledge that we have received a copy of the Intercreditor
Agreement and we refer to Section 7.02 thereof.

         Upon your receipt of this Supplement, we (a) shall have all the rights
and benefits of a "Lender" ["CREDITOR"] under the Intercreditor Agreement as if
we were an original signatory thereto, and (b) agree to be bound by the terms
and conditions set forth in the Intercreditor Agreement and to be obligated
thereunder as if we were an original signatory thereto.

         We hereby advise you that we have succeeded to [[________]% OF] the
interest of [APPLICABLE LENDER] or [APPLICABLE ADMINISTRATIVE AGENT] under the
[NOTE AGREEMENTS] [MULTIYEAR CREDIT AGREEMENT] and have assumed the obligations
of [APPLICABLE LENDER] thereunder.

         We hereby advise you of the following administrative details:

                           Address:______________________________
                           Facsimile:____________________________
                           Telephone:____________________________

ATTACHMENT A (Supplement to Intercreditor Agreement - Successor Creditors), Page
1 of 2

<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed by its proper officer hereunto duly authorized.

                                     [NEW PARTY:]

                                     By: _______________________________________
                                         Name: _________________________________
                                         Title: ________________________________

ATTACHMENT A (Supplement to Intercreditor Agreement - Successor Creditors), Page
2 of 2

<PAGE>

                                                                    Attachment B

                      SUPPLEMENT TO INTERCREDITOR AGREEMENT
                                  (NEW LENDER)

                                                                          [DATE]

JPMorgan Chase Bank
2200 Ross Avenue, 3rd Floor
Dallas, TX 75201
Attention of Steve Willmann
Telecopy No. 214/965-2044

with a copy to
JPMorgan Chase Bank
Loan Syndications Services
1111 Fannin, 10th Floor
Houston, TX  77002
Attention:  Rese Comley
Telecopy:  713-750-2892

         Re:      Amended and Restated Intercreditor Agreement dated as of
                  September 11, 2003, among Lennox International Inc., certain
                  of its subsidiaries, the noteholders, lenders and agent named
                  therein and JPMORGAN CHASE BANK (formerly The Chase Manhattan
                  Bank), as the collateral agent for itself and the other
                  Creditors (the "INTERCREDITOR AGREEMENT"); capitalized terms
                  used herein and not otherwise defined herein shall have the
                  meaning provided in the Intercreditor Agreement.

Ladies and Gentlemen:

         We acknowledge that we have received a copy of the Intercreditor
Agreement and we refer to Section 7.03 thereof and confirm that we are entitled
to become a "Lender" under the terms of Section 7.03 of the Intercreditor
Agreement.

         Upon your receipt of this Supplement, we (a) shall have all the rights
and benefits of a "Lender" under the Intercreditor Agreement as if we were an
original signatory thereto, and (b) agree to be bound by the terms and
conditions set forth in the Intercreditor Agreement and to be obligated
thereunder as if we were an original signatory thereto. ___________________ is
our administrative agent and shall have all the rights and benefits of a
"Creditor" under the Intercreditor Agreement as if it were an original signatory
thereto and by its execution below agrees to be bound by the terms and
conditions set forth in the Intercreditor Agreement and to be obligated
thereunder as if it were an original signatory thereto.

         We hereby advise you that we have extended credit to the Company on the
terms summarized on Schedule 1 hereto and that our Financing Documents are
described on Schedule 2 hereto.

         We hereby advise you of the following administrative details:

                           Address:  _____________________________
                           Facsimile:_____________________________
                           Telephone:_____________________________

ATTACHMENT B (Supplement to Intercreditor Agreement - New Lender), Page 1 of 2

<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed by its proper officer hereunto duly authorized.

[NEW ADMINISTRATIVE AGENT:]               [NEW LENDER:]

By:_______________________________        By:_______________________________
     Name:________________________             Name:________________________
     Title:_______________________             Title:_______________________

ATTACHMENT B (Supplement to Intercreditor Agreement - New Lender), Page 2 of 2

<PAGE>

                                                                    Attachment C

                      SUPPLEMENT TO INTERCREDITOR AGREEMENT
                                 (NEW GUARANTOR)

                                                                          [DATE]

JPMorgan Chase Bank
2200 Ross Avenue, 3rd Floor
Dallas, TX 75201
Attention of Steve Willmann
Telecopy No. 214/965-2044

with a copy to
JPMorgan Chase Bank
Loan Syndications Services
1111 Fannin, 10th Floor
Houston, TX  77002
Attention:  Rese Comley
Telecopy:  713-750-2892

         Re:      Amended and Restated Intercreditor Agreement dated as of
                  September 11, 2003, among Lennox International Inc., certain
                  of its subsidiaries, the noteholders, lenders and agent named
                  therein and JPMORGAN CHASE BANK (formerly The Chase Manhattan
                  Bank), as the collateral agent for itself and the other
                  Creditors (the "INTERCREDITOR AGREEMENT"); capitalized terms
                  used herein and not otherwise defined herein shall have the
                  meaning provided in the Intercreditor Agreement.

Ladies and Gentlemen:

         We acknowledge that we have received a copy of the Intercreditor
Agreement and we refer to Section 7.04 thereof.

         Upon your receipt of this Supplement, we (a) shall have all the rights
and benefits of a "Guarantor" under the Intercreditor Agreement as if we were an
original signatory thereto, and (b) agree to be bound by the terms and
conditions set forth in the Intercreditor Agreement and to be obligated
thereunder as if we were an original signatory thereto.

         IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed by its proper officer hereunto duly authorized.

                                             [NEW GUARANTOR:]

                                             By: _______________________________
                                                 Name: _________________________
                                                 Title: ________________________

ATTACHMENT C (Supplement to Intercreditor Agreement - New Pledgor), Solo Page

<PAGE>

                                                                    Attachment D

                      AMENDED AND RESTATED PLEDGE AGREEMENT

         THIS AMENDED AND RESTATED PLEDGE AGREEMENT (the "Agreement") dated as
of September 11, 2003 is among LENNOX INTERNATIONAL INC. (the "Company"), LENNOX
GLOBAL LTD. ("Lennox Global" and together with the Company, herein the
"Pledgors" and individually a "Pledgor") and JPMORGAN CHASE BANK (formerly The
Chase Manhattan Bank), as collateral agent for itself and certain other
creditors ("Secured Party").

                                    RECITALS:

         A.       The Pledgors have entered into that certain Amended and
Restated Intercreditor Agreement dated as of September 11, 2003 with certain of
the Company's other subsidiaries and noteholders, other lenders party thereto,
the administrative agent of such lenders and the Secured Party (such
Intercreditor Agreement, as it may hereafter be amended or otherwise modified
from time to time, being hereinafter referred to as the "Intercreditor
Agreement", and capitalized terms not otherwise defined herein shall have the
same meaning as set forth in the Intercreditor Agreement).

         B.       The Company and the Secured Party previously executed that
certain Pledge Agreement dated August 15, 2001 (the "Original Pledge
Agreement"). The Company and the Secured Party desire to amend and restate the
Original Pledge Agreement to, among other things, (i) join Lennox Global Ltd. as
a pledgor and (ii) provide additional collateral.

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                   ARTICLE 1.

                          Security Interest and Pledge

         Section 1.01. Security Interest and Pledge. As collateral security for
the prompt payment in full when due of all Obligations, each Pledgor hereby
pledges and grants to Secured Party a first priority security interest in all of
such Pledgor's right, title and interest in and to the following property (such
property being hereinafter sometimes called the "Collateral"):

                  (a)      all the capital stock, other equity securities, and
all other ownership interest in, the Subsidiaries described on Schedule 1 hereof
under Pledgor's name and all other of its directly owned Material Subsidiaries
that are organized under the laws of the United States of America or a
jurisdiction therein and are hereafter created or acquired and owned by such
Pledgor, whether any of the foregoing are now owned or hereafter acquired,
including the capital stock or other ownership interests described on Schedule 1
under such Pledgor's name; and

                  (b)      the capital stock, other equity securities and all
other ownership interests specifically described under Pledgor's name on
Schedule 2 (the issuers of such stock or other interest and any other
Subsidiary, besides Lake Park Insurance Ltd., organized under the laws of a
jurisdiction outside the United States of America herein the "Foreign
Subsidiaries") and so much of such Pledgor's right, title and interest in any
other capital stock or other ownership interests issued by the Foreign
Subsidiaries described on Schedule 2 or any other Foreign Subsidiary that is a
Material Subsidiary and is hereafter created or acquired, as is necessary so
that not more than and not less than sixty - five percent (65%) of the capital
stock or other ownership interest in each such Foreign Subsidiary is pledged in
total hereunder; and

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 1

<PAGE>

                  (c)      all proceeds, distributions, dividends, stock
dividends, securities, payment intangibles and other property, rights, interests
and other general intangibles that it receives or is at any time entitled to
receive on account of the property described in the preceding clauses.

However, the Obligations secured by this Agreement shall be limited, with
respect to Lennox Global, to an aggregate amount equal to the largest amount
that would not render Lennox Global's obligations hereunder and under the other
Financing Documents subject to avoidance under Section 544 or 548 of the United
States Bankruptcy Code or under any applicable state law relating to fraudulent
transfers or conveyances.

                                   ARTICLE 2.

                         Representations and Warranties

         Each Pledgor represents and warrants to Secured Party that:

         Section 2.01. Title. It owns, and with respect to Collateral acquired
after the date hereof, it will own, legally and beneficially, its Collateral
free and clear of any lien, security interest, pledge, claim, or other
encumbrance or any right or option on the part of any third Person to purchase
or otherwise acquire its Collateral or any part thereof, except for the security
interest granted hereunder. Its Collateral is not subject to any restriction on
transfer or assignment except for compliance with the Financing Documents and
compliance with applicable federal and state securities laws and regulations
promulgated thereunder. It has the unrestricted right to pledge its Collateral
as contemplated hereby. All of the capital stock or other equity interests
pledged as its Collateral have been duly and validly issued and are fully paid
and non-assessable.

         Section 2.02. Principal Place of Business; Jurisdiction of
Organization. Its principal place of business, chief executive office, the
office where it keeps its books and records and its jurisdiction of organization
are each identified on Schedule 4 hereto. Within the last four months from the
date hereof it has not (a) had any other chief place of business, chief
executive office, or jurisdiction of organization; (b) acquired substantially
all of the assets of any Person; or (c) merged with or into a Person. It does
not do business now and has not done business during the past five years under
any trade-name or fictitious business name.

         Section 2.03. Delivery of Collateral. Except as provided by Section
4.03, it has delivered to Secured Party all of its Collateral the possession of
which is necessary to perfect the security interest of Secured Party therein.

                                   ARTICLE 3.

                       Affirmative and Negative Covenants

         Each Pledgor covenants and agrees with Secured Party that:

         Section 3.01. Delivery. Prior to or concurrently with the execution and
delivery of this Agreement, it shall deliver to Secured Party all certificate(s)
of capital stock identified in Section 1.01 hereof, accompanied by undated stock
powers or assignments, as applicable, duly executed in blank. Each time Section
1.01 hereto is amended in accordance with Section 3.05 hereof or otherwise, it
shall deliver to Secured Party all new certificate(s) identified in any Pledge
Amendment delivered pursuant to Section 3.05 or otherwise identified,
accompanied by undated stock powers or assignments, as applicable, duly executed
in blank.

         Section 3.02. Encumbrances. It shall not create, permit, or suffer to
exist, and shall defend the Collateral against, any lien, security interest, or
other encumbrance on the Collateral except the pledge and

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 2

<PAGE>

security interest of Secured Party hereunder. It shall defend Pledgor's rights
in the Collateral and Secured Party's security interest in the Collateral
against the claims of all Persons.

         Section 3.03. Distributions. If it shall become entitled to receive or
shall receive: (i) any stock certificate (including, without limitation, any
certificate representing a stock dividend or a distribution in connection with
any reclassification, increase, or reduction of capital or issued in connection
with any reorganization), option or rights, whether as an addition to, in
substitution of, or in exchange for any Collateral; or (ii) subject to the right
of such Pledgor to receive cash dividends under Section 4.03 hereof or as may
otherwise be provided in the Credit Facilities: (a) any sums paid in respect of
the Collateral upon the liquidation or dissolution of the issuer thereof; (b)
any other distribution of capital made on or in respect of the Collateral or any
other property distributed upon or in respect of the Collateral pursuant to any
recapitalization or reclassification of the capital of the issuer thereof or
pursuant to any reorganization of the issuer thereof; or (c) any other
Collateral the possession of which is necessary to perfect the security interest
of Secured Party therein, then it agrees to accept the same as Secured Party's
agent and to hold the same in trust for Secured Party, and to deliver the same
forthwith to Secured Party in the exact form received, with the appropriate
endorsement when necessary and/or appropriate undated stock powers or
assignments duly executed in blank, to be held by Secured Party as additional
Collateral for the obligations secured hereby, subject to the terms hereof.
Subject to the right of the Pledgors to receive cash dividends or other
distributions under Section 4.03 hereof, all sums of money and property so paid
or distributed in respect of the Collateral that are received by a Pledgor
shall, until paid or delivered to Secured Party, be held by such Pledgor in
trust as additional security for the Obligations.

         Section 3.04. Additional Securities; Application of Article 8. No
Pledgor shall consent to or approve the issuance of any additional shares of any
class of capital stock or any additional ownership interest of the issuer of any
Collateral, or any securities convertible into, or exchangeable for, any such
shares or ownership interest or any warrants, options, rights, or other
commitments entitling any Person to purchase or otherwise acquire any such
shares or any additional ownership interest (any of the foregoing herein an
"Equity Right"); provided however, a Pledgor may consent to or approve the
issuance of any Equity Right if such Equity Right is permitted to be issued
under the terms of the Credit Facilities and if such Equity Right is granted to
such Pledgor and is delivered to Secured Party as additional Collateral in
accordance with the terms hereof to secure the obligations secured hereby. If
any of the Collateral consists of interests in a partnership or limited
liability company, it shall not permit such interest to be evidenced by a
certificate (except for those interests evidenced by a certificate as of the
date hereof as described on the Schedules hereto or to become a "security"
governed by the provisions of Article 8 of the UCC).

         Section 3.05. Additional Pledged Collateral. Each Pledgor shall pledge
hereunder, immediately upon its acquisition thereof, any and all additional
shares of stock, other certificates or other instruments evidencing Collateral.
Each Pledgor agrees that it will, upon obtaining any additional shares of stock,
other certificates or other instruments required to be pledged hereunder as
provided in this Section 3.05 or Section 3.03 or Section 3.04 or which is
otherwise required to be pledged hereunder under the terms of the Financing
Documents, promptly (and in any event within fifteen Business Days) deliver to
Secured Party a Pledge Amendment, duly executed by such Pledgor, in
substantially the form of Schedule 3 annexed hereto (a "Pledge Amendment"), in
respect of the additional property to be pledged pursuant to this Agreement.
Each Pledgor hereby authorizes Secured Party to attach each Pledge Amendment to
this Agreement and agrees that all property listed on any Pledge Amendment
delivered to Secured Party shall for all purposes hereunder be considered
Collateral; provided that the failure of any Pledgor to execute a Pledge
Amendment with respect to any additional property pledged pursuant to this
Agreement shall not impair the security interest of Secured Party therein or
otherwise adversely affect the rights and remedies of Secured Party hereunder
with respect thereto.

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 3

<PAGE>

         Section 3.06. Further Assurances. At any time and from time to time,
upon the reasonable request of Secured Party, and at the sole expense of the
Pledgors, a Pledgor shall promptly execute and deliver all such further
documentation and take such further action as Secured Party may deem necessary
or desirable to preserve and perfect its security interest in the Collateral and
carry out the provisions and purposes of this Agreement, including, without
limitation, the execution and filing of such financing statements as Secured
Party may require (the Secured Party is hereby authorized to file without the
consent or approval of any Pledgor, any financing statement naming it as Secured
Party and such Pledgor as the Debtor which describes the Pledgor's Collateral).

         Section 3.07. Sale of Collateral. No Pledgor shall sell, assign, or
otherwise dispose of the Collateral or any part thereof without the prior
written consent of all the Lenders or except as permitted by the Financing
Documents.

         Section 3.08. Corporate Changes. No Pledgor shall change its name,
identity, or corporate structure in any manner that might make any financing
statement filed in connection with this Agreement seriously misleading, in
Secured Party's judgment, unless such Pledgor shall have given Secured Party
thirty (30) days prior written notice thereof and shall have taken all action
deemed necessary or desirable by Secured Party to make each financing statement
not seriously misleading. No Pledgor shall change its principal place of
business, chief executive office or jurisdiction of organization unless it shall
have given Secured Party thirty (30) days' prior written notice thereof and
shall have taken all action deemed necessary or desirable by Secured Party to
cause its security interest in the Collateral to be protected and perfected with
the priority required by this Agreement, including, without limitation, the
delivery of a legal opinion satisfactory to the Secured Party as to the
continued perfection and priority of the security interest hereby created.

                                   ARTICLE 4.

                      Rights of Secured Party and Pledgors

         Section 4.01. Power of Attorney. EACH PLEDGOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS SECURED PARTY AND ANY OFFICER OR AGENT THEREOF, WITH
FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL
IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND STEAD AND IN THE NAME OF THE
APPLICABLE PLEDGOR OR IN ITS OWN NAME, IN SECURED PARTY'S DISCRETION, TO TAKE,
WHEN AN EVENT OF DEFAULT EXISTS, ANY AND ALL ACTION AND TO EXECUTE ANY AND ALL
DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, HEREBY GIVES Secured Party THE POWER AND RIGHT ON BEHALF OF PLEDGOR
AND IN ITS OWN NAME TO DO, WHEN AN EVENT OF DEFAULT EXISTS, ANY OF THE FOLLOWING
WITHOUT NOTICE TO OR THE CONSENT OF ANY PLEDGOR:

                  (a)      to demand, sue for, collect, or receive in the name
of a Pledgor or in its own name, any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral and, in
connection therewith, endorse checks, notes, drafts, acceptances, money orders,
or any other instruments for the payment of money under the Collateral;

                  (b)      to pay or discharge taxes, liens, security interests,
or other encumbrances levied or placed on or threatened against the Collateral;

                  (c)      (i) to direct account debtors and any other parties
liable for any payment under any of the Collateral to make payment of any and
all monies due and to become due thereunder directly to Secured Party or as
Secured Party shall direct; (ii) to receive payment of and receipt for any and
all monies, claims, and

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 4

<PAGE>

other amounts due and to become due at any time in respect of or arising out of
any Collateral; (iii) to sign and endorse any drafts, assignments, proxies,
stock powers, verifications, notices, and other documents relating to the
Collateral; (iv) to commence and prosecute any suit, actions or proceedings at
law or in equity in any court of competent jurisdiction to collect the
Collateral or any part thereof and to enforce any other right in respect of any
Collateral; (v) to participate in the defense of, or if a Pledgor fails to
defend, to defend any suit, action, or proceeding brought against Pledgor with
respect to any Collateral; (vi) to settle, compromise, or adjust any suit,
action, or proceeding described in clauses (iv) or (v) above, and, in connection
therewith, to give such discharges or releases as Secured Party may deem
appropriate; (vii) to exchange any of the Collateral for other property upon any
merger, consolidation, reorganization, recapitalization, or other readjustment
of the issuer thereof and, in connection therewith, deposit any of the
Collateral with any committee, depositary, transfer agent, registrar, or other
designated agency upon such terms as Secured Party may determine; and (viii) to
sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though Secured Party were
the absolute owner thereof for all purposes, and to do, at Secured Party's
option and the Pledgor's expense, at any time, or from time to time, all acts
and things which Secured Party deems necessary to protect, preserve, or realize
upon the Collateral and Secured Party's security interest therein.

         THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE. Secured Party shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to Secured Party in this Agreement, and Secured Party shall
not be liable for any failure to do so or any delay in doing so. Secured Party
shall not be liable for any act or omission or for any error of judgment or any
mistake of fact or law in its individual capacity or in its capacity as
attorney-in-fact except acts or omissions resulting from its gross negligence or
willful misconduct. This power of attorney is conferred on Secured Party solely
to protect, preserve and realize upon its security interest in the Collateral.

         Section 4.02. Voting Rights. Unless an Event of Default exists, each
Pledgor shall be entitled to exercise any and all voting rights pertaining to
the Collateral or any part thereof for any purpose not inconsistent with the
terms of this Agreement, any Credit Facility or the Intercreditor Agreement.
Secured Party shall execute and deliver to the Pledgors all such proxies and
other instruments as any Pledgor may reasonably request for the purpose of
enabling such Pledgor to exercise the voting rights which it is entitled to
exercise pursuant to this Section.

         Section 4.03. Dividends. Unless an Event of Default exists, the
Pledgors shall be entitled to receive and retain any dividends paid on the
Collateral in cash to the extent and only to the extent that such dividends are
permitted by the Credit Facilities and applicable law.

         Section 4.04. Secured Party's Duty of Care. Other than the exercise of
reasonable care in the physical custody of the Collateral while held by Secured
Party hereunder, Secured Party shall have no responsibility for or obligation or
duty with respect to all or any part of the Collateral or any matter or
proceeding arising out of or relating thereto, including, without limitation,
any obligation or duty to collect any sums due in respect thereof or to protect
or preserve any rights against prior parties or any other rights pertaining
thereto, it being understood and agreed that the Pledgors shall be responsible
for preservation of all rights in the Collateral. Without limiting the
generality of the foregoing, Secured Party shall be conclusively deemed to have
exercised reasonable care in the custody of the Collateral if Secured Party
takes such action, for purposes of preserving rights in the Collateral, as any
Pledgor may reasonably request in writing, but no failure or omission or delay
by Secured Party in complying with any such request by a Pledgor, and no refusal
by Secured Party to comply with any such request by such Pledgor, shall be
deemed to be a failure to exercise reasonable care.

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 5

<PAGE>

                                   ARTICLE 5.

                                    Default

         Section 5.01. Rights and Remedies. If any Event of Default occurs,
Secured Party shall have the following rights and remedies:

                  (a)      In addition to all other rights and remedies granted
to Secured Party in this Agreement, the Intercreditor Agreement and in any other
instrument or agreement securing, evidencing, or relating to any of the
obligations secured hereby, Secured Party shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code as adopted by the
State of Texas or of a creditor with a lien or charge on the Collateral under
the laws of the jurisdiction of the organization of the issuer of any of the
Collateral. Without limiting the generality of the foregoing, Secured Party may
(i) without demand or notice to any Pledgor, collect, receive, or take
possession of the Collateral or any part thereof, (ii) sell or otherwise dispose
of the Collateral, or any part thereof, in one or more parcels at public or
private sale or sales, at Secured Party's offices or elsewhere, for cash, on
credit, or for future delivery and/or (iii) bid and become a purchaser at any
public (or private, to the extent permitted by applicable law) sale free of any
right or equity of redemption in any Pledgor, which right or equity is hereby
expressly waived and released by such Pledgor. Upon the request of Secured
Party, a Pledgor shall assemble the Collateral not already in the possession of
Secured Party and make it available to Secured Party at any place designated by
Secured Party that is reasonably convenient to such Pledgor and Secured Party.
Each Pledgor agrees that Secured Party shall not be obligated to give more than
ten (10) days prior written notice of the time and place of any public sale or
of the time after which any private sale may take place and that such notice
shall constitute reasonable notice of such matters; provided, however, if any of
the Collateral threatens to decline speedily in value or is of a type
customarily sold on a recognized market, Secured Party may sell or otherwise
dispose of the Collateral without notification of any kind. Secured Party shall
not be obligated to make any sale of the Collateral regardless of notice of sale
having been given. Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. Each Pledgor shall be liable for all reasonable expenses of retaking,
holding, preparing for sale, or the like, and all reasonable attorneys' fees and
other expenses incurred by Secured Party in connection with the collection of
the obligations secured hereby and the enforcement of Secured Party's rights
under this Agreement, all of which expenses and fees shall constitute additional
obligations secured by this Agreement. Secured Party may apply the Collateral
against the obligations secured hereby in such order and manner as Secured Party
may determine in its discretion subject however, to the provisions of the
Intercreditor Agreement. The Company shall remain liable for any deficiency if
the proceeds of any sale or disposition of the Collateral are insufficient to
pay the obligations secured hereby. Each Pledgor waives all rights of marshaling
in respect of the Collateral.

                  (b)      Secured Party may cause any or all of the Collateral
held by it to be transferred into the name of Secured Party or the name or names
of Secured Party's nominee or nominees.

                  (c)      Secured Party may collect or receive all money or
property at any time payable or receivable on account of or in exchange for any
of the Collateral, but shall be under no obligation to do so.

                  (d)      Secured Party shall have the right, but shall not be
obligated to, exercise or cause to be exercised all voting, consensual and other
powers of ownership pertaining to the Collateral, and Pledgor shall deliver to
Secured Party, if requested by Secured Party, irrevocable proxies with respect
to the Collateral in form satisfactory to Secured Party.

                  (e)      Each Pledgor hereby acknowledges and confirms that
Secured Party may be unable to effect a public sale of any or all of the
Collateral by reason of certain prohibitions contained in the Securities

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 6

<PAGE>

Act of 1933, as amended, and applicable state or foreign securities laws and may
be compelled to resort to one or more private sales thereof to a restricted
group of purchasers who will be obligated to agree, among other things, to
acquire any shares of the Collateral for their own respective accounts for
investment and not with a view to distribution or resale thereof. Each Pledgor
further acknowledges and confirms that any such private sale may result in
prices or other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner, and Secured Party shall be under no obligation to take any steps in
order to permit the Collateral to be sold at a public sale. Secured Party shall
be under no obligation to delay a sale of any of the Collateral for any period
of time necessary to permit any issuer thereof to register such Collateral for
public sale under the Securities Act of 1933, as amended, or under applicable
state or foreign securities laws.

                                   ARTICLE 6.

                                  Miscellaneous

         Section 6.01. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Pledgors and Secured Party and their
respective successors and assigns, except that no Pledgor may assign any of its
rights or obligations under this Agreement without the prior written consent of
the Lenders.

         Section 6.02. AMENDMENT; ENTIRE AGREEMENT; AMENDMENT AND RESTATEMENT.
THIS AGREEMENT, the Intercreditor Agreement and the other Financing documents
EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS (INCLUDING THE ORIGINAL PLEDGE AGREEMENT),
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
This Agreement amends and restates the Original Pledge Agreement in its
entirety; provided, however, that the existing liens on the Collateral under the
Original Pledge Agreement are hereby ratified, confirmed and continued and
remain in full force and effect pursuant to the terms of this Agreement and are
not extinguished. The provisions of this Agreement may be amended or waived with
the consent of the Required Lenders except as otherwise provided in the
Intercreditor Agreement; provided that no amendment, waiver or other
modification shall without the consent of all the Lenders modify the terms of
Section 3.07 or this Section 6.02.

         Section 6.03. Notices. All notices and other communications provided
for in this Agreement shall be given or made in accordance with the Multiyear
Credit Agreement.

         Section 6.04. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas and the applicable
laws of the United States of America.

         Section 6.05. Headings. The headings, captions and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

         Section 6.06. Counterparts. This Agreement may be executed in any
number of counterparts and on telecopy counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 7

<PAGE>

         Section 6.07. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

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

                                      PLEDGORS:

                                      LENNOX INTERNATIONAL INC.
                                      LENNOX GLOBAL LTD.

                                      By: ______________________________________
                                          Richard A. Smith, Authorized officer
                                          of each Pledgor

                                      SECURED PARTY:

                                      JPMORGAN CHASE BANK (formerly The Chase
                                      Manhattan Bank), as Collateral Agent

                                      By: ______________________________________
                                          David L. Howard
                                          Vice President

AMENDED AND RESTATED PLEDGE AGREEMENT, Page 8

<PAGE>

                                   Schedule 2
                                       to
                      AMENDED AND RESTATED PLEDGE AGREEMENT

                    Collateral Pledged Under Section 1.01(b)

                          A. Lennox International Inc.

                                      NONE

                              B. Lennox Global Ltd.

                                      NONE

SCHEDULE 2 to Amended and Restated Pledge Agreement, Solo Page

<PAGE>

                                   Schedule 3
                                       to
                      AMENDED AND RESTATED PLEDGE AGREEMENT

                                Pledge Amendment

         This Pledge Amendment, dated _____________, ____, is delivered pursuant
to Section 3.05 of the Pledge Agreement referred to below. The undersigned
hereby agrees that this Pledge Amendment may be attached to the Amended and
Restated Pledge Agreement dated as of September 11, 2003 among the undersigned,
the other Pledgor named therein and JPMORGAN CHASE BANK, as collateral agent, as
secured party (the "Pledge Agreement", capitalized terms defined therein being
used herein as therein defined). Schedule(s) 1 [and 2] of the Pledge Agreement
is [are] hereby amended to add the property described below and the property
listed on this Pledge Amendment shall be part of the Collateral and shall secure
all obligations secured by the Pledge Agreement.

                                      [________________________________________]

                                      By: ______________________________________
                                          Name:_________________________________
                                          Title:________________________________

                              Schedule 1 Collateral

<TABLE>
<CAPTION>
                                                    Number of
                                                  Shares, Units     Certificate       Par
Issuer                  Ownership Interest        or % Interest        Number        Value
------------------------------------------------------------------------------------------
<S>                     <C>                       <C>               <C>              <C>

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

------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 2 Collateral

<TABLE>
<CAPTION>
                                                    Number of
                                                  Shares, Units     Certificate       Par
Issuer                  Ownership Interest        or % Interest        Number        Value
------------------------------------------------------------------------------------------
<S>                     <C>                       <C>               <C>              <C>

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

------------------------------------------------------------------------------------------
</TABLE>

PLEDGE AMENDMENT, Solo Page

<PAGE>

                                   Schedule 4
                                       to
                      AMENDED AND RESTATED PLEDGE AGREEMENT

                  Chief Executive Office and other Information

                          A. Lennox International Inc.

1.       Chief Executive Office (Principal
         place of business and office where
         books and records kept):                    2140 Lake Park Blvd.
                                                     Richardson, TX  75080

2.       Jurisdiction of Incorporation:              Delaware

                              B. Lennox Global Ltd.

1. Chief Executive Office (Principal
         place of business and office where
         books and records kept):                    2140 Lake Park Blvd.
                                                     Richardson, TX  75080

2.            Jurisdiction of Incorporation:         Delaware

SCHEDULE 4 to Amended and Restated Pledge Agreement, Solo Page

<PAGE>

                                                                       EXHIBIT G

                                     Form of

                         Increased Commitment Supplement

         This INCREASED COMMITMENT SUPPLEMENT (this "Supplement") is dated as of
____________, ___ and entered into by and among LENNOX INTERNATIONAL INC., a
Delaware corporation (the "Borrower"), each of the banks or other lending
institutions which is a signatory hereto (the "Banks"), JPMORGAN CHASE BANK, as
administrative agent (in such capacity, together with its successors in such
capacity, the "Administrative Agent"), and is made with reference to that
certain Amended and Restated Revolving Credit Facility Agreement dated as of
September 11, 2003 (as amended, the "Credit Agreement"), by and among the
Borrower, the lenders party thereto, and the Administrative Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.

                                    RECITALS

         WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower
and the Banks are entering into this Increased Commitment Supplement to provide
for the increase of the Total Commitment;

         WHEREAS, each Bank [PARTY HERETO AND ALREADY A PARTY TO THE CREDIT
AGREEMENT] wishes to increase its Commitment [, AND EACH BANK, TO THE EXTENT NOT
ALREADY A LENDER PARTY TO THE CREDIT AGREEMENT (HEREIN A "NEW LENDER"), WISHES
TO BECOME A LENDER PARTY TO THE CREDIT AGREEMENT];(1)

         WHEREAS, the Banks are willing to agree to supplement the Credit
Agreement in the manner provided herein.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

         Section 1. Increase in Commitments. Subject to the terms and conditions
hereof, each Lender severally agrees that its Commitment shall be increased to
[OR IN THE CASE OF A NEW LENDER, SHALL BE] the amount set forth opposite its
name on the signature pages hereof.

         SECTION 2. [NEW LENDERS. EACH NEW LENDER (i) CONFIRMS THAT it HAS
RECEIVED A COPY OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER
WITH COPIES OF THE MOST RECENT FINANCIAL STATEMENTS OF THE BORROWER DELIVERED
UNDER SECTION 5.18 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS
SUPPLEMENT; (ii) AGREES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT, ANY OTHER LENDER OR ANY OF THEIR RELATED PARTIES AND BASED
ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS SUPPLEMENT; (iii) AGREES THAT IT
WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT, ANY
OTHER LENDER OR ANY OF THEIR RELATED PARTIES AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE LOAN DOCUMENTS; (iv)
APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON
ITS BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER THE LOAN DOCUMENTS
AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH
SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO; AND (v) AGREES
THAT IT IS A "LENDER" UNDER THE LOAN DOCUMENTS AND WILL PERFORM IN

----------

(1)   Bracketed alternatives should be included if there are New Lenders.

EXHIBIT G - Form of Increased Commitment Supplement, Page 1

<PAGE>

ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS OF THE LOAN
DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.]

         Section 3. Conditions to Effectiveness. Section 1 of this Supplement
shall become effective only upon the satisfaction of the following conditions
precedent:

                  (a)      receipt by the Administrative Agent of an opinion of
counsel to the Borrower as to the matters referred to in Sections 3.01, 3.02,
3.03 and 3.04 of the Credit Agreement (with the term "Agreement" as used therein
meaning this Supplement for purposes of such opinion), dated the date hereof,
satisfactory in form and substance to the Administrative Agent;

                  (b)      receipt by the Administrative Agent of certified
copies of all corporate action taken by the Borrower to authorize the execution,
delivery and performance of this Supplement; and

                  (c)      receipt by the Administrative Agent of a certificate
of the Secretary or an Assistant Secretary of the Borrower certifying the names
and true signatures of the officers of the Borrower authorized to sign this
Supplement and the other documents to be delivered hereunder.

         Section 4. Representations and Warranties. In order to induce the Banks
to enter into this Supplement and to supplement the Credit Agreement in the
manner provided herein, Borrower represents and warrants to Administrative Agent
and each Bank that: (a) the representations and warranties contained in Article
3 of the Credit Agreement are and will be true, correct and complete on and as
of the effective date hereof to the same extent as though made on and as of that
date (except to the extent such representations and warranties expressly relate
to an earlier date) and for that purpose; (b) this Supplement shall be deemed to
be included as part of the Agreement referred to therein; and (c) no event has
occurred and is continuing or will result from the consummation of the
transactions contemplated by this Supplement that would constitute a Default.

         Section 5. Effect of Supplement. The terms and provisions set forth in
this Supplement shall modify and supersede all inconsistent terms and provisions
set forth in the Credit Agreement and except as expressly modified and
superseded by this Supplement, the terms and provisions of the Credit Agreement
are ratified and confirmed and shall continue in full force and effect. The
Borrower, the Administrative Agent, and the Banks party hereto agree that the
Credit Agreement as supplemented hereby and the other Loan Documents shall
continue to be legal, valid, binding and enforceable in accordance with their
respective terms. Any and all agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Credit Agreement as supplemented hereby, are hereby amended so that
any reference in such documents to the Credit Agreement means a reference to the
Credit Agreement as supplemented hereby.

         Section 6. Applicable Law. This Supplement shall be governed by, and
construed in accordance with, the laws of the State of Texas and applicable laws
of the United States of America.

         Section 7. Counterparts, Effectiveness. This Supplement may be executed
in any number of counterparts, by different parties hereto in separate
counterparts and on telecopy counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document. This Supplement
(other than the provisions of Section 1 hereof, the effectiveness of which is
governed by Section 3 hereof) shall become effective upon the execution of a
counterpart hereof by the Borrower, the Banks and receipt by the Borrower and
the Administrative Agent of written or telephonic notification of such execution
and authorization of delivery thereof.

EXHIBIT G - Form of Increased Commitment Supplement, Page 2

<PAGE>

         Section 8. ENTIRE AGREEMENT. THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES
ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                      LENNOX INTERNATIONAL INC., as Borrower

                                      By: ______________________________________
                                          Richard A. Smith
                                          Executive Vice President and Chief
                                          Financial Officer

New Total Commitment:
$__________________                   JPMORGAN CHASE BANK (formerly The Chase
                                      Manhattan Bank as successor in interest by
                                      merger to Chase Bank of Texas, N.A.),
                                      individually and as the Administrative
                                      Agent

                                      By: ______________________________________
                                          Name:_________________________________
                                          Title:________________________________

$______________________               [BANK]

                                      By: ______________________________________
                                          Name:_________________________________
                                          Title:________________________________

$______________________               [NEW LENDER]

                                      By: ______________________________________
                                          Name:_________________________________
                                          Title:________________________________

EXHIBIT G - Form of Increased Commitment Supplement, Page 3

<PAGE>

Each Obligated Party: (i) consents and agrees to this Supplement; (ii) agrees
that the Subsidiary Guaranty and other Loan Documents to which it is a party are
in full force and effect and continue to be its legal, valid and binding
obligations enforceable in accordance with their respective terms; and (iii)
agrees that the obligations, indebtedness and liabilities of the Borrower
arising as a result of the increase in the Commitments contemplated hereby are
"Guaranteed Obligations" as defined in the Subsidiary Guaranty and obligations
secured by the Pledge Agreement.

                            [List Obligated Parties]

                                      By: ______________________________________
                                          Name:_________________________________
                                          Title:________________________________

EXHIBIT G - Form of Increased Commitment Supplement, Page 4