<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                           FIVE-YEAR CREDIT AGREEMENT

                           Dated as of August 22, 2003

                                      among

                       CHICAGO BRIDGE & IRON COMPANY N.V.,

                            THE SUBSIDIARY BORROWERS,

          THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS

                                       and

                                  BANK ONE, NA,
               (HAVING ITS PRINCIPAL OFFICE IN CHICAGO, ILLINOIS),
                             AS ADMINISTRATIVE AGENT

                                       and

                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT

                                       and

                BANK OF MONTREAL AND CREDIT SUISSE FIRST BOSTON,
                             AS DOCUMENTATION AGENTS

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

       BANC ONE CAPITAL MARKETS, INC. AND BANC OF AMERICA SECURITIES LLC,
                 AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS
    ------------------------------------------------------------------------

                         SIDLEY AUSTIN BROWN & WOOD LLP
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
ARTICLE I:  DEFINITIONS.................................................................    1

   1.1.     Certain Defined Terms.......................................................    1
   1.2.     Singular/Plural References; Accounting Terms................................   24
   1.3.     References..................................................................   24
   1.4.     Supplemental Disclosure.....................................................   25

ARTICLE II: [RESERVED]..................................................................   25

   2.1.     [Reserved]..................................................................   25
   2.2.     [Reserved]..................................................................   25
   2.3.     [Reserved]..................................................................   25
   2.4.     Determination of Dollar Amounts of Letters of Credit; Mandatory Cash
            Collateralization of Letters of Credit......................................   25
   2.5.     Changes in Commitments......................................................   26
            (A)      Voluntary Commitment Reductions....................................   26
            (B)      Increase in Commitments............................................   26
   2.6.     [Reserved]..................................................................   29
   2.7.     [Reserved]..................................................................   29
   2.8.     [Reserved]..................................................................   29
   2.9.     [Reserved]..................................................................   29
   2.10.    Default Rate................................................................   29
   2.11.    Method of Payment...........................................................   29
            (A)      Method of Payment..................................................   29
            (B)      Market Disruption..................................................   30
   2.12.    Evidence of Debt............................................................   30
            (A)      Loan Account.......................................................   31
            (B)      Register...........................................................   31
            (C)      Entries in Loan Account and Register...............................   31
   2.13.    Telephonic Notices..........................................................   31
   2.14.    Promise to Pay; Interest and Commitment Fees; Interest Payment Dates;
            Interest and Fee Basis; Taxes; Loan and Control Accounts....................   31
            (A)      Promise to Pay.....................................................   31
            (B)      Interest Payment Dates.............................................   32
            (C)      Commitment Fees; Additional Fees...................................   32
            (D)      Interest and Fee Basis; Applicable Floating Rate Margins,
                     Applicable Eurodollar Margin, Applicable L/C Fee Percentage
                     and Applicable Commitment Fee Percentage...........................   32
            (E)      Taxes..............................................................   34
   2.15.    Notification of Aggregate Commitment Reductions.............................   37
   2.16.    Lending Installations.......................................................   37
   2.17.    Non-Receipt of Funds by the Administrative Agent............................   37
   2.18.    Termination Date............................................................   38
   2.19.    Replacement of Certain Lenders..............................................   38
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                        <C>
   2.20.    Subsidiary Borrowers........................................................   39
   2.21.    Judgment Currency...........................................................   39

ARTICLE III:  THE LETTER OF CREDIT FACILITY.............................................   40

   3.1.     Obligation to Issue Letters of Credit.......................................   40
   3.2.     [Reserved]..................................................................   40
   3.3.     Types and Amounts...........................................................   40
   3.4.     Conditions..................................................................   40
   3.5.     Procedure for Issuance of Letters of Credit.................................   41
            (A)      Issuance...........................................................   41
            (B)      Notice.............................................................   41
            (C)      No Amendment.......................................................   41
   3.6.     Letter of Credit Participation..............................................   41
   3.7.     Reimbursement Obligation....................................................   42
   3.8.     Letter of Credit Fees.......................................................   42
   3.9.     Borrower and Issuing Bank Reporting Requirements............................   43
   3.10.    Indemnification; Exoneration................................................   43
            (A)      Indemnification....................................................   43
            (B)      Risk Assumption....................................................   44
            (C)      No Liability.......................................................   44
            (D)      Survival of Agreements and Obligations.............................   44
   3.11.    Market Disruption...........................................................   44
   3.12.    L/C Collateral Account......................................................   45

ARTICLE IV:  CHANGE IN CIRCUMSTANCES....................................................   45

   4.1.     Yield Protection............................................................   45
            (A)      Yield Protection...................................................   45
            (B)      Non-U.S. Reserve Costs or Fees With Respect to Letters of
                     Credit to Borrowers................................................   46
   4.2.     Changes in Capital Adequacy Regulations.....................................   47
   4.3.     [Reserved]..................................................................   47
   4.4.     [Reserved]..................................................................   47
   4.5.     Survival of Indemnity.......................................................   47

ARTICLE V:  CONDITIONS PRECEDENT........................................................   47

   5.1.     Initial Letters of Credit...................................................   47
   5.2.     Initial Letter of Credit For the Account of Each New Subsidiary Borrower....   49
   5.3.     Each Letter of Credit.......................................................   50
            (A)      No Defaults........................................................   50
            (B)      Representations and Warranties.....................................   50
            (C)      Maximum Amounts....................................................   50

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES.............................................   50

   6.1.     Organization; Corporate Powers..............................................   50
   6.2.     Authority, Execution and Delivery; Loan Documents...........................   50
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                        <C>
            (A)      Power and Authority................................................   50
            (B)      Execution and Delivery.............................................   51
            (C)      Loan Documents.....................................................   51
   6.3.     No Conflict; Governmental Consents..........................................   51
   6.4.     Financial Statements........................................................   51
            (A)      Pro Forma Financials...............................................   51
            (B)      Audited Financial Statements.......................................   52
            (C)      Interim Financial Statements.......................................   52
   6.5.     No Material Adverse Change..................................................   52
   6.6.     Taxes.......................................................................   52
            (A)      Tax Examinations...................................................   52
            (B)      Payment of Taxes...................................................   53
   6.7.     Litigation; Loss Contingencies and Violations...............................   53
   6.8.     Subsidiaries................................................................   53
   6.9.     ERISA.......................................................................   54
   6.10.    Accuracy of Information.....................................................   54
   6.11.    Securities Activities.......................................................   55
   6.12.    Material Agreements.........................................................   55
   6.13.    Compliance with Laws........................................................   55
   6.14.    Assets and Properties.......................................................   55
   6.15.    Statutory Indebtedness Restrictions.........................................   55
   6.16.    Insurance...................................................................   55
   6.17.    Environmental Matters.......................................................   56
            (A)      Environmental Representations......................................   56
            (B)      Materiality........................................................   56
   6.18.    Representations and Warranties of each Subsidiary Borrower..................   56
            (A)      Organization and Corporate Powers..................................   56
            (B)      Binding Effect.....................................................   57
            (C)      No Conflict; Government Consent....................................   57
            (D)      Filing.............................................................   57
            (E)      No Immunity........................................................   58
            (F)      Application of Representations and Warranties......................   58
   6.19.    Benefits....................................................................   58
   6.20.    Solvency....................................................................   58
   6.21.    Reportable Transaction......................................................   58

ARTICLE VII:  COVENANTS.................................................................   58

   7.1.     Reporting...................................................................   58
            (A)      Financial Reporting................................................   58
            (B)      Notice of Default..................................................   60
            (C)      Lawsuits...........................................................   60
            (D)      ERISA Notices......................................................   61
            (E)      Other Indebtedness.................................................   62
            (F)      Other Reports......................................................   62
            (G)      Environmental Notices..............................................   62
            (H)      Other Information..................................................   63
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                                        <C>
   7.2.     Affirmative Covenants.......................................................   63
            (A)      Existence, Etc. ...................................................   63
            (B)      Corporate Powers; Conduct of Business..............................   63
            (C)      Compliance with Laws, Etc. ........................................   63
            (D)      Payment of Taxes and Claims; Tax Consolidation.....................   63
            (E)      Insurance..........................................................   63
            (F)      Inspection of Property; Books and Records; Discussions.............   64
            (G)      ERISA Compliance...................................................   64
            (H)      Maintenance of Property............................................   64
            (I)      Environmental Compliance...........................................   64
            (J)      Use of Proceeds....................................................   65
            (K)      Subsidiary Guarantors..............................................   65
            (L)      Foreign Employee Benefit Compliance................................   66
   7.3.     Negative Covenants..........................................................   66
            (A)      Subsidiary Indebtedness............................................   66
            (B)      Sales of Assets....................................................   67
            (C)      Liens..............................................................   68
            (D)      Investments........................................................   68
            (E)      Contingent Obligations.............................................   69
            (F)      Conduct of Business; Subsidiaries; Permitted Acquisitions..........   69
            (G)      Transactions with Shareholders and Affiliates......................   70
            (H)      Restriction on Fundamental Changes.................................   71
            (I)      Sales and Leasebacks...............................................   71
            (J)      Margin Regulations.................................................   71
            (K)      ERISA..............................................................   71
            (L)      Corporate Documents................................................   72
            (M)      Fiscal Year........................................................   72
            (N)      Subsidiary Covenants...............................................   72
            (O)      Hedging Obligations................................................   72
            (P)      Issuance of Disqualified Stock.....................................   72
            (Q)      Non-Guarantor Subsidiaries.........................................   72
            (R)      Intercompany Indebtedness..........................................   73
            (S)      Restricted Payments................................................   73
            (T)      Changes to Note Purchase Agreement and Related Indebtedness........   73
   7.4.     Financial Covenants.........................................................   74
            (A)      Maximum Leverage Ratio.............................................   74
            (B)      Minimum Fixed Charge Coverage Ratio................................   74
            (C)      Minimum Consolidated Net Worth.....................................   74

ARTICLE VIII:  DEFAULTS.................................................................   75

   8.1.     Defaults....................................................................   75
            (A)      Failure to Make Payments When Due..................................   75
            (B)      Breach of Certain Covenants........................................   75
            (C)      Breach of Representation or Warranty...............................   75
            (D)      Other Defaults.....................................................   75
            (E)      Default as to Other Indebtedness...................................   75
</TABLE>

                                       v
<PAGE>

<TABLE>
<S>                                                                                        <C>
            (F)      Involuntary Bankruptcy; Appointment of Receiver, Etc. .............   76
            (G)      Voluntary Bankruptcy; Appointment of Receiver, Etc. ...............   76
            (H)      Judgments and Attachments..........................................   76
            (I)      Dissolution........................................................   77
            (J)      Loan Documents.....................................................   77
            (K)      Termination Event..................................................   77
            (L)      Waiver of Minimum Funding Standard.................................   77
            (M)      Change of Control..................................................   77
            (N)      Environmental Matters..............................................   77
            (O)      Guarantor Revocation...............................................   77

ARTICLE IX:  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.............................   77

   9.1.     Termination of Commitments; Acceleration....................................   77
   9.2.     Amendments..................................................................   78
   9.3.     Preservation of Rights......................................................   80

ARTICLE X:  GUARANTY....................................................................   80

   10.1.    Guaranty....................................................................   80
   10.2.    Waivers; Subordination of Subrogation.......................................   80
   10.3.    Guaranty Absolute...........................................................   81
   10.4.    Acceleration................................................................   82
   10.5.    Marshaling; Reinstatement...................................................   82
   10.6.    Termination Date............................................................   82

ARTICLE XI:  GENERAL PROVISIONS.........................................................   82

   11.1.    Survival of Representations.................................................   82
   11.2.    Governmental Regulation.....................................................   83
   11.3.    Performance of Obligations..................................................   83
   11.4.    Headings....................................................................   83
   11.5.    Entire Agreement............................................................   83
   11.6.    Several Obligations; Benefits of this Agreement.............................   84
   11.7.    Expenses; Indemnification...................................................   84
            (A)      Expenses...........................................................   84
            (B)      Indemnity..........................................................   84
            (C)      Waiver of Certain Claims; Settlement of Claims.....................   85
            (D)      Survival of Agreements.............................................   86
   11.8.    Numbers of Documents........................................................   86
   11.9.    Accounting..................................................................   86
   11.10.   Severability of Provisions..................................................   86
   11.11.   Nonliability of Lenders.....................................................   86
   11.12.   GOVERNING LAW...............................................................   86
   11.13.   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.....................   87
            (A)      EXCLUSIVE JURISDICTION.............................................   87
            (B)      OTHER JURISDICTIONS................................................   87
            (C)      VENUE..............................................................   87
</TABLE>

                                       vi
<PAGE>

<TABLE>
<S>                                                                                        <C>
            (D)      SERVICE OF PROCESS.................................................   87
            (E)      WAIVER OF JURY TRIAL...............................................   88
            (F)      ADVICE OF COUNSEL..................................................   88
   11.14.   Other Transactions..........................................................   88
   11.15.   Subordination of Intercompany Indebtedness..................................   89
   11.16.   Lenders Not Utilizing Plan Assets...........................................   90
   11.17.   Collateral..................................................................   90

ARTICLE XII:  THE ADMINISTRATIVE AGENT..................................................   90

   12.1.    Appointment; Nature of Relationship.........................................   90
   12.2.    Powers......................................................................   90
   12.3.    General Immunity............................................................   90
   12.4.    No Responsibility for Credit Extensions, Creditworthiness, Recitals, Etc. ..   91
   12.5.    Action on Instructions of Lenders...........................................   91
   12.6.    Employment of Agents and Counsel............................................   91
   12.7.    Reliance on Documents; Counsel..............................................   91
   12.8.    The Administrative Agent's Reimbursement and Indemnification................   91
   12.9.    Rights as a Lender..........................................................   92
   12.10.   Lender Credit Decision......................................................   92
   12.11.   Successor Administrative Agent..............................................   92
   12.12.   Documentation Agents, Syndication Agent and Arrangers.......................   93

ARTICLE XIII:  SETOFF; RATABLE PAYMENTS.................................................   93

   13.1.    Setoff......................................................................   93
   13.2.    Ratable Payments............................................................   93
   13.3.    Application of Payments.....................................................   93
   13.4.    Relations Among Lenders.....................................................   94
            (A)      No Action Without Consent..........................................   94
            (B)      Not Partners; No Liability.........................................   94

ARTICLE XIV:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.........................   94

   14.1.    Successors and Assigns......................................................   94
   14.2.    Participations..............................................................   95
            (A)      Permitted Participants; Effect.....................................   95
            (B)      Voting Rights......................................................   95
            (C)      Benefit of Setoff..................................................   95
   14.3.    Assignments.................................................................   96
            (A)      Permitted Assignments..............................................   96
            (B)      Effect; Effective Date.............................................   96
            (C)      The Register.......................................................   97
            (D)      [Reserved].........................................................   97
   14.4.    Confidentiality.............................................................   97
   14.5.    Dissemination of Information................................................   98

ARTICLE XV:  NOTICES....................................................................   98
</TABLE>

                                      vii
<PAGE>

<TABLE>
<S>                                                                                        <C>
   15.1.    Giving Notice...............................................................   98
   15.2.    Change of Address...........................................................   98

ARTICLE XVI:  COUNTERPARTS..............................................................   98
</TABLE>

                                      viii
<PAGE>

                             EXHIBITS AND SCHEDULES

<TABLE>
<CAPTION>
                                             Exhibits
<S>                   <C>
EXHIBIT A-1           --    Commitments (Definitions)
EXHIBIT A-2                 Issuing Banks
EXHIBIT B             --    [Reserved]
EXHIBIT C             --    Form of Request for Letter of Credit (Section 3.4)
EXHIBIT D             --    Form of Assignment and Acceptance Agreement
                            (Sections 2.19 and 14.3)
EXHIBIT E-1           --    Form of Company's US Counsel's Opinion
                            (Section 5.1)
EXHIBIT E-2           --    Form of Company's Foreign Counsel's Opinion
                            (Section 5.1)
EXHIBIT E-3           --    List of  Closing Documents (Section 5.1)
EXHIBIT E-4           --    Form of Counsel's Opinion for Subsidiary
                            Borrowers
EXHIBIT F             --    Form of Officer's Certificate (Sections 5.3 and
                            7.1(A)(iii))
EXHIBIT G             --    Form of Compliance Certificate (Sections 5.3 and
                            7.1(A)(iii))
EXHIBIT H             --    Form of Subsidiary Guaranty (Definitions)
EXHIBIT I             --    [Reserved]
EXHIBIT J             --    Form of Assumption Letter (Definitions)
EXHIBIT K             --    [Reserved]
EXHIBIT L             --    Form of Commitment and Acceptance (Section
                            2.5(C)(i))
</TABLE>

<TABLE>
<CAPTION>
                                        Schedules
<S>                   <C>
Schedule 1.1.1        --    Permitted Existing Indebtedness (Definitions)
Schedule 1.1.2        --    Permitted Existing Investments (Definitions)
Schedule 1.1.3        --    Permitted Existing Liens (Definitions)
Schedule 1.1.4        --    Permitted Existing Contingent Obligations (Definitions)
Schedule 1.1.5        --    Material Subsidiaries and Foreign Subsidiaries that are
                            not Excluded Foreign Subsidiaries
Schedule 3.2          --    Transitional Letters of Credit (Section 3.2)
Schedule 6.4          --    Pro Forma Financial Statements (Section 6.4(A))
Schedule 6.7          --    FTC Litigation (Section 6.7)
Schedule 6.8          --    Subsidiaries (Section 6.8)
Schedule 6.17         --    Environmental Matters (Section 6.17)
Schedule 7.3(N)       --    Subsidiary Covenants (Section 7.3(N))
Schedule 7.3(S)       --    Permitted Restricted Payments (Section 7.3(S))
</TABLE>

                                       ix

<PAGE>

                           FIVE-YEAR CREDIT AGREEMENT

                  This Five-Year Credit Agreement dated as of August 22, 2003 is
entered into among Chicago Bridge & Iron Company N.V., a corporation organized
under the laws of The Kingdom of the Netherlands (the "Company"), and one or
more Subsidiaries of the Company (whether now existing or hereafter formed
collectively referred to herein as the "Subsidiary Borrowers"), the institutions
from time to time parties hereto as Lenders, whether by execution of this
Agreement or an Assignment Agreement pursuant to Section 14.3, and Bank One, NA,
in its capacity as contractual representative (the "Administrative Agent") for
itself and the other Lenders. The parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS

                  1.1.     Certain Defined Terms. In addition to the terms
defined above, the following terms used in this Agreement shall have the
following meanings, applicable both to the singular and the plural forms of the
terms defined as used in this Agreement:

                  "Accounting Change" is defined in Section 11.9.

                  "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any Person, firm, corporation or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage of voting
power) of the outstanding Equity Interests of another Person.

                  "Adjusted Aggregate Commitment" means, on any date of
determination, the Aggregate Commitment minus an amount equal to three percent
(3%) of the aggregate face amounts of all Letters of Credit denominated in
Agreed Currencies other than Dollars.

                  "Adjusted Indebtedness" of a Person means, without
duplication, such Person's Indebtedness but excluding obligations with respect
to (i) the undrawn portion of any Performance Letters of Credit, bank guarantees
supporting obligations comparable to those supported by Performance Letters of
Credit and all reimbursement agreements related thereto, (ii) liabilities of
such Person or any of its Subsidiaries under any sale and leaseback transaction
which do not create a liability on the consolidated balance sheet of such Person
and (iii) payment or other obligations to Praxair or its Affiliates in respect
of employee benefits under the Employee Benefits Disaffiliation Agreement dated
January 1, 1997, between Chicago Bridge & Iron Company and Praxair, as amended
from time to time.

                  "Administrative Agent" means Bank One in its capacity as
contractual representative for itself and the Lenders pursuant to Article XII
hereof and any successor Administrative Agent appointed pursuant to Article XII
hereof.

                                       1
<PAGE>

                  "Affected Lender" is defined in Section 2.19.

                  "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such Person.
A Person shall be deemed to control another Person if the controlling Person is
the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934) of greater than ten percent (10.0%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

                  "Aggregate Commitment" means the aggregate of the Commitments
of all the Lenders, as may be adjusted from time to time pursuant to the terms
hereof. The Aggregate Commitment as of the Closing Date is One Hundred Sixteen
Million Six Hundred and Sixty-Six Thousand Six Hundred and Sixty-Seven and
67/100 Dollars ($116,666,667.67).

                  "Agreed Currencies" means (i) Dollars and (ii) any other
Eligible Agreed Currency which the applicable Borrower requests the applicable
Issuing Bank to include as an Agreed Currency hereunder and which is acceptable
to such Issuing Bank and the Administrative Agent. For purposes of this
definition, "Eligible Agreed Currency" means any currency other than Dollars (i)
that is readily available, (ii) that is freely traded, (iii) in which deposits
are customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which an Equivalent Amount may be readily calculated.

                  "Agreement" means this Five-Year Credit Agreement, as it may
be amended, restated or otherwise modified and in effect from time to time.

                  "Agreement Accounting Principles" means generally accepted
accounting principles as in effect in the United States from time to time,
applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4(B) hereof; provided,
however, except as provided in Section 11.9, that with respect to the
calculation of financial ratios and other financial tests required by this
Agreement, "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4(B) hereof.

                  "Alternate Base Rate" means, for any day, a fluctuating rate
of interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

                  "Applicable Commitment Fee Percentage" means, as at any date
of determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C)(i) hereof determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

                  "Applicable Eurodollar Margin" means, as at any date of
determination, the rate per annum then determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

                                       2
<PAGE>

                  "Applicable Floating Rate Margins" means, as at any date of
determination, the rate per annum then determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

                  "Applicable L/C Fee Percentage" means, as at any date of
determination, the rate per annum then applicable to Letters of Credit as
determined in accordance with the provisions of Section 2.14(D)(ii).

                  "Arrangers" means BOCM and BAS, in their respective capacities
as the arrangers for the credit transaction evidenced by this Agreement.

                  "Asset Sale" means, with respect to any Person, the sale,
lease, conveyance, disposition or other transfer by such Person of any of its
assets (including by way of a sale-leaseback transaction, and including the sale
or other transfer of any of the Equity Interests of any Subsidiary of such
Person, but not the Equity Interests of such Person) to any Person other than
the Company or any of its wholly-owned Subsidiaries other than (i) the sale of
inventory in the ordinary course of business and (ii) the sale or other
disposition of any obsolete equipment disposed of in the ordinary course of
business.

                  "Assignment Agreement" means an assignment and acceptance
agreement entered into in connection with an assignment pursuant to Section 14.3
hereof in substantially the form of Exhibit D.

                  "Assumption Letter" means a letter of a Subsidiary of the
Company addressed to the Lenders in substantially the form of Exhibit J hereto
pursuant to which such Subsidiary agrees to become a "Subsidiary Borrower" and
agrees to be bound by the terms and conditions hereof.

                  "Authorized Officer" means the Managing Director of the
Company, or such other Person as authorized by the Managing Director, acting
singly; provided, that the Administrative Agent shall have received a manually
signed certificate of the Secretary of the Company as to the incumbency of, and
bearing a manual specimen signature of, such duly authorized Person.

                  "Bank One" means Bank One, NA, having its principal office in
Chicago, Illinois, in its individual capacity, and its successors.

                  "Bank Undertaking" means an independent undertaking (within
the meaning of, and complying with the requirements of, 12 C.F.R Sections 7.1016
or 7.1017) of an issuer thereof (including an Issuing Bank) as to which such
issuer's obligation to honor depends upon the presentation of specified
documents and not upon nondocumentary conditions or any question or fact or law.

                  "BAS" means Banc of America Securities LLC, and its
successors.

                  "Benefit Plan" means a defined benefit plan as defined in
Section 3(35) of ERISA (other than a Multiemployer Plan or Foreign Pension Plan)
in respect of which the Company or any other member of the Controlled Group is,
or within the immediately preceding six (6) years was, an "employer" as defined
in Section 3(5) of ERISA.

                                       3
<PAGE>

                  "BOCM" means Banc One Capital Markets, Inc., and its
successors.

                  "Borrower" means, as applicable, any of the Company and the
Subsidiary Borrowers, together with their permitted respective successors and
assigns; and "Borrowers" shall mean, collectively, the Company and the
Subsidiary Borrowers.

                  "Business Day" means (i) with respect to any issuance or
payment of any Letter of Credit which is denominated in euro, a day upon which
such clearing system as is determined by the Administrative Agent to be suitable
for clearing or settlement of the euro is open for business and (ii) for all
other purposes a day (other than a Saturday or Sunday) on which banks are open
for business in Chicago, Illinois and New York, New York.

                  "Buying Lender" is defined in Section 2.5(B)(ii).

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

                  "Capitalized Lease" of a Person means any lease of property by
such Person as lessee which would be capitalized on a balance sheet of such
Person prepared in accordance with Agreement Accounting Principles.

                  "Capitalized Lease Obligations" of a Person means the amount
of the obligations of such Person under Capitalized Leases which would be
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

                  "Cash Equivalents" means (i) marketable direct obligations
issued or unconditionally guaranteed by the United States government and backed
by the full faith and credit of the United States government; (ii) domestic and
Eurodollar certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated A- (or
better) by S&P or A3 (or better) by Moody's, and which certificates of deposit
and time deposits are fully protected against currency fluctuations for any such
deposits with a term of more than ninety (90) days; (iii) shares of money
market, mutual or similar funds having assets in excess of $100,000,000 and the
investments of which are limited to (x) investment grade securities (i.e.,
securities rated at least Baa by Moody's or at least BBB by S&P) and (y)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-1
(or better) by S&P or P-1 (or better) by Moody's (all such institutions being,
"Qualified Institutions"); and (iv) commercial paper of Qualified Institutions;
provided that the maturities of such Cash Equivalents shall not exceed three
hundred sixty-five (365) days from the date of acquisition thereof.

                                       4
<PAGE>

                  "Change" is defined in Section 4.2.

                  "Change of Control" means an event or series of events by
which:

                  (i)      any "person" or "group" (within the meaning of
         Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
         becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Securities Exchange Act of 1934), directly or indirectly, of twenty
         percent (20%) or more of the voting power of the then outstanding
         Capital Stock of the Company entitled to vote generally in the election
         of the directors of the Company; or

                  (ii)     the majority of the board of directors of the Company
         fails to consist of Continuing Directors; or

                  (iii)    except as expressly permitted under the terms of this
         Agreement, the Company or any Subsidiary Borrower consolidates with or
         merges into another Person or conveys, transfers or leases all or
         substantially all of its property to any Person, or any Person
         consolidates with or merges into the Company or any Subsidiary
         Borrower, in either event pursuant to a transaction in which the
         outstanding Capital Stock of the Company or such Subsidiary Borrower,
         as applicable, is reclassified or changed into or exchanged for cash,
         securities or other property; or

                  (iv)     except as otherwise expressly permitted under the
         terms of this Agreement, the Company shall cease to own and control all
         of the economic and voting rights associated with all of the
         outstanding Capital Stock of each of the Subsidiary Guarantors or shall
         cease to have the power, directly or indirectly, to elect all of the
         members of the board of directors of each of the Subsidiary Guarantors.

                  "Closing Date" means August 22, 2003.

                  "Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

                  "Combined Pro Rata Share" means, with respect to any Facility
Lender, the percentage obtained by dividing (A) the Facility Lender's sum of
Commitment, if any plus its "Commitment", if any, under the Three-Year Credit
Agreement, in each case at such time (in each case, as adjusted from time to
time in accordance with the provisions of this Agreement and the Three-Year
Credit Agreement, as applicable) by (B) the sum of the Aggregate Commitment and
the Three-Year Aggregate Commitment at such time; provided, however, if the
Commitments or the "Commitments" under the Three-Year Credit Agreement are
terminated pursuant to the terms of this Agreement or the Three-Year Credit
Agreement, as applicable, then "Combined Pro Rata Share" means the percentage
obtained by dividing (x) the sum of (A) such "Facility Lender's Revolving Loans"
under the Three-Year Credit Agreement, if any, plus (B) such Facility Lender's
share, if any, of the obligations to purchase participations in "Swing Line
Loans" and "Letters of Credit" under the Three Year Credit Agreement, plus (C)
such Facility Lender's participations, if any, in Letters of Credit by (y) the
sum of (A) the aggregate outstanding amount of "Revolving Loans" under the
Three-Year Credit Agreement, plus (B) the

                                       5
<PAGE>

aggregate outstanding amount of all "Swing Line Loans" and the Dollar Amount of
all "Letters of Credit" under the Three-Year Credit Agreement, plus (C) the
Dollar Amount of all Letters of Credit.

                  "Commission" means the Securities and Exchange Commission of
the United States of America and any Person succeeding to the functions thereof.

                  "Commitment" means, for each Lender, the obligation of such
Lender to purchase participations in Letters of Credit in an aggregate amount
not exceeding the amount set forth on Exhibit A-1 to this Agreement opposite its
name thereon under the heading "Commitment" or in the Assignment Agreement by
which it became a Lender, as such amount may be modified from time to time
pursuant to the terms of this Agreement or to give effect to any applicable
Assignment Agreement.

                  "Commitment Increase Notice" is defined in Section 2.5(B)(i).

                  "Company" means Chicago Bridge & Iron Company N.V., a
corporation organized under the laws of The Kingdom of the Netherlands.

                  "Computation Date" is defined in Section 2.4.

                  "Consolidated Fixed Charges" means, for any period, the sum of
(i) Consolidated Long-Term Lease Rentals for such period and (ii) consolidated
interest expense of the Company and its Subsidiaries (including capitalized
interest and the interest component of Capitalized Leases) for such period.

                  "Consolidated Long-Term Lease Rentals" means, for any period,
the sum of the minimum amount of rental and other obligations of the Company and
its Subsidiaries required to be paid during such period under all leases of real
or personal property (other than Capital Leases) having a term (including any
required renewals or extensions or any renewals or extensions at the option of
the lessor or lessee) of one year or more after the commencement of the initial
term, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, for any period, the net
income (or deficit) of the Company and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, but excluding in any
event (a) any extraordinary gain or loss (net of any tax effect) and (b) net
earnings of any Person (other than a Subsidiary) in which the Company or any
Subsidiary has an ownership interest unless such net earnings shall have
actually been received by the Company or such Subsidiary in the form of cash
distributions.

                  "Consolidated Net Income Available for Fixed Charges" means,
for any period, Consolidated Net Income plus, to the extent deducted in
determining such Consolidated Net Income, (i) provisions for income taxes and
(ii) Consolidated Fixed Charges.

                  "Consolidated Net Worth" means, at a particular date, all
amounts which would be included under shareholders' or members' equity on the
consolidated balance sheet for the Company and its consolidated Subsidiaries
plus any preferred stock of the Company to the extent

                                       6
<PAGE>

that it has not been redeemed for indebtedness, as determined in accordance with
Agreement Accounting Principles.

                  "Contaminant" means any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBs"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

                  "Contingent Obligation", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received. The amount of any
Contingent Obligation shall be equal to the present value of the portion of the
obligation so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

                  "Continuing Director" means, with respect to any person as of
any date of determination, any member of the board of directors of such Person
who (a) was a member of such board of directors on the Closing Date, or (b) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that an individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition or similar transaction shall not be a Continuing Director unless
such individual was a Continuing Director prior thereto.

                  "Contractual Obligation", as applied to any Person, means any
provision of any equity or debt securities issued by that Person or any
indenture, mortgage, deed of trust, security agreement, pledge agreement,
guaranty, contract, undertaking, agreement or instrument (including, without
limitation, the Note Purchase Agreement), in any case in writing, to which that
Person is a party or by which it or any of its properties is bound, or to which
it or any of its properties is subject.

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

                                       7
<PAGE>

                  "Controlled Group" means the group consisting of (i) any
corporation which is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Code) as the Company; (ii) a
partnership or other trade or business (whether or not incorporated) which is
under common control (within the meaning of Section 414(c) of the Code) with the
Company; and (iii) a member of the same affiliated service group (within the
meaning of Section 414(m) of the Code) as the Company, any corporation described
in clause (i) above or any partnership or trade or business described in clause
(ii) above.

                  "Country Risk Event" means:

                  (i)      any law, action or failure to act by any Governmental
         Authority in the applicable Borrower's or Letter of Credit
         beneficiary's country which has the effect of:

                           (a)      changing the Obligations as originally
                  agreed,

                           (b)      changing the ownership or control by the
                  applicable Borrower or Letter of Credit beneficiary of its
                  business, or

                           (c)      preventing or restricting the conversion
                  into or transfer of the applicable Agreed Currency;

                  (ii)     force majeure; and

                  (iii)    any similar event

which, in relation to (i), (ii) and (iii), directly or indirectly, prevents or
restricts the payment or transfer of any amounts owing under the Obligations in
the applicable Agreed Currency into an account designated by the Administrative
Agent or applicable Issuing Bank and freely available to the Administrative
Agent or such Issuing Bank.

                  "Credit Facilities" means the credit facilities evidenced by
this Agreement and the Three-Year Credit Agreement.

                  "Customary Permitted Liens" means:

                  (i)      Liens (other than Environmental Liens and Liens in
         favor of the IRS or the PBGC) with respect to the payment of taxes,
         assessments or governmental charges in all cases which are not yet due
         or (if foreclosure, distraint, sale or other similar proceedings shall
         not have been commenced or any such proceeding after being commenced is
         stayed) which are being contested in good faith by appropriate
         proceedings properly instituted and diligently conducted and with
         respect to which adequate reserves or other appropriate provisions are
         being maintained in accordance with Agreement Accounting Principles;

                  (ii)     statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen, service providers or
         workmen and other similar Liens imposed by law created in the ordinary
         course of business for amounts not yet due or

                                       8
<PAGE>

         which are being contested in good faith by appropriate proceedings
         properly instituted and diligently conducted and with respect to which
         adequate reserves or other appropriate provisions are being maintained
         in accordance with Agreement Accounting Principles;

                  (iii)    Liens (other than Environmental Liens and Liens in
         favor of the IRS or the PBGC) incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance or other types of social security benefits or to
         secure the performance of bids, tenders, sales, contracts (other than
         for the repayment of borrowed money), surety, appeal and performance
         bonds; provided that (A) all such Liens do not in the aggregate
         materially detract from the value of the Company's or its Subsidiary's
         assets or property taken as a whole or materially impair the use
         thereof in the operation of the businesses taken as a whole, and (B)
         all Liens securing bonds to stay judgments or in connection with
         appeals do not secure at any time an aggregate amount exceeding
         $5,000,000;

                  (iv)     Liens arising with respect to zoning restrictions,
         easements, encroachments, licenses, reservations, covenants,
         rights-of-way, utility easements, building restrictions and other
         similar charges, restrictions or encumbrances on the use of real
         property which do not in any case materially detract from the value of
         the property subject thereto or interfere with the ordinary conduct of
         the business of the Company or any of its respective Subsidiaries;

                  (v)      Liens of attachment or judgment with respect to
         judgments, writs or warrants of attachment, or similar process against
         the Company or any of its Subsidiaries which do not constitute a
         Default under Section 8.1(H) hereof; and

                  (vi)     any interest or title of the lessor in the property
         subject to any operating lease entered into by the Company or any of
         its Subsidiaries in the ordinary course of business.

                  "Default" means an event described in Article VIII hereof.

                  "Disclosed Litigation" is defined in Section 6.7.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is ninety-one (91) days after the Termination Date.

                  "DOL" means the United States Department of Labor and any
Person succeeding to the functions thereof.

                  "Dollar" and "$" means dollars in the lawful currency of the
United States of America.

                                       9
<PAGE>

                  "Dollar Amount" of any currency at any date shall mean (i) the
amount of such currency if such currency is Dollars or (ii) the equivalent in
such currency of such amount of Dollars if such currency is any currency other
than Dollars, calculated on the basis of the arithmetical mean of the buy and
sell spot rates of exchange of the Administrative Agent for such currency on the
London market at 11:00 a.m., London time, on or as of the most recent
Computation Date provided for in Section 2.4.

                  "Domestic Subsidiary" means a Subsidiary of the Company
organized under the laws of a jurisdiction located in the United States of
America and substantially all of the operations of which are conducted within
the United States.

                  "EBIT" means, for any period, on a consolidated basis for the
Company and its Subsidiaries, the sum of the amounts for such period, without
duplication, calculated in each case in accordance with Agreement Accounting
Principles, of (i) Net Income, plus (ii) Interest Expense to the extent deducted
in computing Net Income, plus (iii) charges against income for foreign, federal,
state and local taxes to the extent deducted in computing Net Income, plus (iv)
any other non-recurring non-cash charges (excluding any such non-cash charges to
the extent any such non-cash charge becomes, or is expected to become, a cash
charge in a later period) to the extent deducted in computing Net Income, plus
(v) extraordinary losses incurred other than in the ordinary course of business
to the extent deducted in computing Net Income, minus (vi) any non-recurring
non-cash credits to the extent added in computing Net Income, minus (vii)
extraordinary gains realized other than in the ordinary course of business to
the extent added in computing Net Income.

                  "EBITDA" means, for any period, on a consolidated basis for
the Company and its Subsidiaries, the sum of the amounts for such period,
without duplication, calculated in each case in accordance with Agreement
Accounting Principles, of (i) EBIT plus (ii) depreciation expense to the extent
deducted in computing Net Income, plus (iii) amortization expense, including,
without limitation, amortization of goodwill and other intangible assets to the
extent deducted in computing Net Income.

                  "Effective Commitment Amount" is defined in Section 2.5(B)(i).

                  "Eligible Assignee" means a Person that is primarily engaged
in the business of commercial banking and that (A) is an affiliate of a Lender
or (B) shall have senior unsecured long-term debt ratings which are rated at
least BBB (or the equivalent) as publicly announced by S&P or Fitch Investors
Services, Inc. or Baa2 (or the equivalent) as publicly announced by Moody's, or
shall otherwise be reasonably acceptable to the Administrative Agent and the
Issuing Banks.

                  "Eligible Cash Equivalents" means Cash Equivalents consisting
of (i) marketable direct obligations issued or unconditionally guaranteed by the
United States government and backed by the full faith and credit of the United
States government, (ii) domestic and Eurodollar certificates of deposit and time
deposits, bankers' acceptances and floating rate certificates of deposit issued
by any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or
agencies, the long-term indebtedness of which institution at the time of
acquisition is rated A- (or better) by S&P or A3

                                       10
<PAGE>

(or better) by Moody's, and which certificates of deposit and time deposits are
fully protected against currency fluctuations for any such deposits with a term
of more than ninety (90) days, (iii) commercial paper rated at least A-1 by
Standard & Poor's Ratings Services or P-1 by Moody's Investors Service, Inc. and
maturing not more than thirty (30) days from the date of issuance or (iv) debt
securities other than commercial paper, the issuer of which shall have a senior
unsecured long-term debt rating from Standard & Poor's Ratings Services of at
least A and which debt securities shall mature not more than thirty (30) days
from the date of issuance.

                  "EMU" means Economic and Monetary Union as contemplated in the
Treaty on European Union.

                  "Environmental, Health or Safety Requirements of Law" means
all Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq., the Occupational Safety and Health Act of
1970, 29 U.S.C. Section 651 et seq., and the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 et seq., in each case including any
amendments thereto, any successor statutes, and any regulations or guidance
promulgated thereunder, and any state or local equivalent thereof.

                  "Environmental Lien" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock). Equity
Interests will not include any Incentive Arrangements or obligations or payments
thereunder.

                  "Equivalent Amount" of any currency with respect to any amount
of Dollars at any date shall mean the equivalent in such currency of such amount
of Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Administrative Agent for such other currency at
11:00 a.m., London time, on the date on or as of which such amount is to be
determined.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time including (unless the context otherwise
requires) any rules or regulations promulgated thereunder.

                  "Escalating L/C" means each Letter of Credit which provides
for an increasing face amount from time to time.

                  "euro" and/or "EUR" means the euro referred to in Council
Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the
European Union, or, if different, the then lawful currency of the member states
of the European Union that participate in the third stage of EMU.

                                       11
<PAGE>

                  "Excluded Foreign Subsidiary" means any Foreign Subsidiary
other than those listed as Foreign Subsidiaries on Schedule 1.1.5.

                  "Existing Credit Agreements" means that certain Second Amended
and Restated Credit Agreement and that certain Amended and Restated 364-Day
Credit Agreement, in each case dated as of August 19, 2002 by and among the
Company and the Subsidiary Borrowers parties thereto, the lenders party thereto
and Bank One as administrative agent.

                  "Facility Lender" means, at any time the same is to be
determined, each Lender at such time and each "Lender" party to the Three-Year
Credit Agreement at such time.

                  "Facility Termination Date" shall mean the date on which all
of the Termination Conditions have been satisfied.

                  "Federal Funds Effective Rate" means, for any day, an interest
rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published for such day (or, if such day is
not a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations at approximately 10:00 a.m.
(Chicago time) on such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

                  "Financial Officer" means any of the chief financial officer,
principal accounting officer, treasurer or controller of the Company, acting
singly.

                  "Fixed Charge Coverage Ratio" is defined in Section 7.4(B).

                  "Foreign Employee Benefit Plan" means any employee benefit
plan as defined in Section 3(3) of ERISA which is maintained or contributed to
for the benefit of the employees of the Company, any of its respective
Subsidiaries or any members of its Controlled Group and is not covered by ERISA
pursuant to ERISA Section 4(b)(4).

                  "Foreign Pension Plan" means any employee benefit plan as
described in Section 3(3) of ERISA for which the Company or any member of its
Controlled Group is a sponsor or administrator and which (i) is maintained or
contributed to for the benefit of employees of the Company, any of its
respective Subsidiaries or any member of its Controlled Group, (ii) is not
covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (iii) under
applicable local law, is required to be funded through a trust or other funding
vehicle.

                  "Foreign Subsidiary" means a Subsidiary of the Company which
is not a Domestic Subsidiary.

                  "Funded Issuing Bank" means, at any date of determination,
each Issuing Bank which has issued a Letter of Credit and such Letter of Credit
is outstanding as of such date.

                  "Governmental Acts" is defined in Section 3.10(A).

                                       12
<PAGE>

                  "Governmental Authority" means any nation or government, any
federal, state, local or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
authority or functions of or pertaining to government, including any authority
or other quasi-governmental entity established to perform any of such functions.

                  "Gross Negligence" means recklessness, or actions taken or
omitted with conscious indifference to or the complete disregard of consequences
or rights of others affected. Gross Negligence does not mean the absence of
ordinary care or diligence, or an inadvertent act or inadvertent failure to act.
If the term "gross negligence" is used with respect to the Administrative Agent
or any Lender or any indemnitee in any of the other Loan Documents, it shall
have the meaning set forth herein.

                  "Guaranteed Obligations" is defined in Section 10.1.

                  "Guarantor(s)" shall mean the Company and the Subsidiary
Guarantors.

                  "Guaranty" means each of (i) the guaranty by the Company and
each Subsidiary Borrower of all of the Obligations of Company and the Subsidiary
Borrowers pursuant to this Agreement and (ii) the Subsidiary Guaranty, in each
case, as amended, restated, supplemented or otherwise modified from time to
time.

                  "Hedging Arrangements" is defined in the definition of Hedging
Obligations below.

                  "Hedging Obligations" of a Person means any and all
obligations of such Person, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor), under (i) any
and all agreements, devices or arrangements designed to protect at least one of
the parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants or any similar derivative
transactions ("Hedging Arrangements"), and (ii) any and all cancellations, buy
backs, reversals, terminations or assignments of any of the foregoing.

                  "Incentive Arrangements" means any stock ownership, restricted
stock, stock option, stock appreciation rights, "phantom" stock plans,
employment agreements, non-competition agreements, subscription and stockholders
agreements and other incentive and bonus plans and similar arrangements made in
connection with the retention of executives, officers or employees of the
Company and its Subsidiaries.

                  "Indebtedness" of a Person means, without duplication, such
Person's (a) obligations for borrowed money, (b) obligations representing the
deferred purchase price of property or services (other than (i) accounts payable
arising in the ordinary course of such Person's business payable on terms
customary in the trade, and (ii) earnouts or other similar forms of contingent
purchase prices), (c) obligations, whether or not assumed, secured by Liens

                                       13
<PAGE>

or payable out of the proceeds or production from property or assets now or
hereafter owned or acquired by such Person, (d) obligations which are evidenced
by notes, acceptances or other instruments, (e) Capitalized Lease Obligations,
(f) Contingent Obligations, (g) obligations with respect to any letters of
credit, bank guarantees and similar instruments including, without limitation,
Financial Letters of Credit and Performance Letters of Credit, and all
reimbursement agreements related thereto, (h) Off-Balance Sheet Liabilities and
(j) Disqualified Stock.

                  "Indemnified Matters" is defined in Section 11.7(B).

                  "Indemnitees" is defined in Section 11.7(B).

                  "Interest Expense" means, for any period, the total gross
interest expense of the Company and its consolidated Subsidiaries, whether paid
or accrued, including, without duplication, the interest component of
Capitalized Leases, commitment and letter of credit fees, the discount or
implied interest component of Off-Balance Sheet Liabilities, capitalized
interest expense, pay-in-kind interest expense, amortization of debt documents
and net payments (if any) pursuant to Hedging Arrangements relating to interest
rate protection, all as determined in conformity with Agreement Accounting
Principles.

                  "Investment" means, with respect to any Person, (i) any
purchase or other acquisition by that Person of any Indebtedness, Equity
Interests or other securities, or of a beneficial interest in any Indebtedness,
Equity Interests or other securities, issued by any other Person, (ii) any
purchase by that Person of all or substantially all of the assets of a business
(whether of a division, branch, unit operation, or otherwise) conducted by
another Person; (iii) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person (but excluding any subsequent passive increases or accretions to the
value of such initial capital contribution), including all Indebtedness to such
Person arising from a sale of property by such Person other than in the ordinary
course of its business; and (iv) any non-arms length transaction by such Person
with another Person or any other transfer of assets by such Person in another
Person, with the amount of such Investment being an amount equal to the net
benefit derived by such other Person resulting from any such transactions.

                  "IRS" means the Internal Revenue Service and any Person
succeeding to the functions thereof.

                  "Issuing Banks" means Bank One or any of its Affiliates or any
of the other Lenders identified on Exhibit A-2 hereto (as amended or
supplemented from time to time) in its separate capacity as an issuer of Letters
of Credit pursuant to Section 3.1. The designation of any Lender as an Issuing
Bank after the Closing Date shall be subject to the prior written consent of the
Administrative Agent.

                  "L/C Collateral Account" is defined in Section 3.12.

                  "L/C Documents" is defined in Section 3.4.

                                       14
<PAGE>

                  "L/C Draft" means a draft drawn on an Issuing Bank pursuant to
a Letter of Credit.

                  "L/C Interest" is defined in Section 3.6.

                  "L/C Obligations" means, without duplication, an amount equal
to the sum of (i) the aggregate of the Dollar Amount then available for drawing
under each of the Letters of Credit (provided that, with respect to any
Escalating L/C, such available amount shall equal the maximum Dollar Amount
(after giving effect to all possible increases) available to be drawn under such
Escalating L/C), (ii) the Dollar Amount equal to the stated amount of all
outstanding L/C Drafts corresponding to the Letters of Credit, which L/C Drafts
have been accepted by the applicable Issuing Bank, (iii) the aggregate
outstanding Dollar Amount of all Reimbursement Obligations at such time and (iv)
the aggregate Dollar Amount equal to the maximum stated amount of all Letters of
Credit requested by the Borrowers but not yet issued or, in the case of an
Escalating L/C, the portion of such maximum stated amount not yet issued (unless
the request for an unissued Letter of Credit has been denied).

                  "Lender Increase Notice" is defined in Section 2.5(B)(i).

                  "Lenders" means the lending institutions listed on the
signature pages of this Agreement and their respective successors and assigns.

                  "Lending Installation" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages of this Agreement for
such Lender, or on the administrative information sheets provided to the
Administrative Agent in connection herewith or otherwise selected by such Lender
or the Administrative Agent pursuant to Section 2.16.

                  "Letter of Credit" means the Performance Letters of Credit to
be (a) issued by the Issuing Banks pursuant to Section 3.1 hereof or (b) deemed
issued by the Issuing Banks pursuant to Section 3.2 hereof.

                  "Leverage Ratio" is defined in Section 7.4(A).

                  "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

                  "Loan Account" is defined in Section 2.12(A).

                  "Loan Documents" means this Agreement, each Assumption Letter
executed hereunder, the Subsidiary Guaranty and all other documents,
instruments, notes and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated or otherwise modified
and in effect from time to time.

                                       15
<PAGE>

                  "Loan Parties" means, at any time, the Company, each
Subsidiary Borrower that is a party hereto as of such time and each of the
Guarantors.

                  "Margin Stock" shall have the meaning ascribed to such term in
Regulation U.

                  "Market Disruption" is defined in Section 2.11.

                  "Material Adverse Effect" means a material adverse effect upon
(a) the business, condition (financial or otherwise), operations, performance,
properties, results of operations or prospects of the Company, any other
Borrower, or the Company and its Subsidiaries, taken as a whole, (b) the
collective ability of the Company or any of its Subsidiaries to perform their
respective obligations under the Loan Documents, or (c) the ability of the
Lenders or the Administrative Agent to enforce the Obligations; it being
understood and agreed that the occurrence of a Product Liability Event shall not
constitute an event which causes a "Material Adverse Effect" unless and until
the aggregate amount of, or attributable to, Product Liability Events (to the
extent not covered by third-party insurance as to which the insured does not
dispute coverage) exceeds, during any period of twelve (12) consecutive months,
the greater of (x) $20,000,000 and (y) 20% of EBITDA (for the then most recently
completed period of four fiscal quarters of the Company).

                  "Material Indebtedness" is defined in Section 8.1(E).

                  "Material Subsidiary" means, without duplication, (a) each
Borrowing Subsidiary and (b) any Subsidiary that directly or indirectly owns or
Controls any Borrowing Subsidiary or other Material Subsidiary and (c) any other
Subsidiary (i) the consolidated net revenues of which for the most recent fiscal
year of the Company for which audited financial statements have been delivered
pursuant to Section 7.01(A)(ii) were greater than five percent (5%) of the
Company's consolidated net revenues for such fiscal year or (ii) the
consolidated tangible assets of which as of the end of such fiscal year were
greater than five percent (5%) of the Company's consolidated tangible assets as
of such date; provided that, if at any time the aggregate amount of the
consolidated net revenues or consolidated tangible assets of all Subsidiaries
that are not Material Subsidiaries exceeds twenty percent (20%) of the Company's
consolidated net revenues for any such fiscal year or twenty percent (20%) of
the Company's consolidated tangible assets as of the end of any such fiscal
year, the Company (or, in the event the Company has failed to do so within 10
days, the Administrative Agent) shall designate sufficient Subsidiaries as
"Material Subsidiaries" to eliminate such excess, and such designated
Subsidiaries shall for all purposes of this Agreement constitute Material
Subsidiaries. For purposes of making the determinations required by this
definition, revenues and assets of Foreign Subsidiaries shall be converted into
Dollars at the rates used in preparing the consolidated balance sheet of the
Company included in the applicable financial statements. The Material
Subsidiaries on the Closing Date are identified in Schedule 1.1.5 hereto.

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

                  "Multiemployer Plan" means a "Multiemployer Plan" as defined
in Section 4001(a)(3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by either the Company or any member of the
Controlled Group.

                                       16
<PAGE>

                  "Net Cash Proceeds" means, with respect to any Asset Sale or
Sale and Leaseback Transaction by any Person, (a) cash or Cash Equivalents
(freely convertible into Dollars) received by such Person or any Subsidiary of
such Person from such Asset Sale or Sale and Leaseback Transaction (including
cash received as consideration for the assumption or incurrence of liabilities
incurred in connection with or in anticipation of such Asset Sale or Sale and
Leaseback Transaction), after (i) provision for all income or other taxes
measured by or resulting from such Asset Sale or Sale and Leaseback Transaction,
(ii) payment of all brokerage commissions and other fees and expenses and
commissions related to such Asset Sale or Sale and Leaseback Transaction, and
(iii) all amounts used to repay Indebtedness (and any premium or penalty
thereon) secured by a Lien on any asset disposed of in such Asset Sale or Sale
and Leaseback Transaction or which is or may be required (by the express terms
of the instrument governing such Indebtedness or by applicable law) to be repaid
in connection with such Asset Sale or Sale and Leaseback Transaction (including
payments made to obtain or avoid the need for the consent of any holder of such
Indebtedness); and (b) cash or Cash Equivalents payments in respect of any other
consideration received by such Person or any Subsidiary of such Person from such
Asset Sale or Sale and Leaseback Transaction upon receipt of such cash payments
by such Person or such Subsidiary.

                  "Net Income" means, for any period, the net earnings (or loss)
after taxes of the Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

                  "New Money Credit Event" means, with respect to any Issuing
Bank, any increase (directly or indirectly) in such Issuing Bank's exposure
(whether by way of additional credit or banking facilities or otherwise,
including as part of a restructuring) to the applicable Borrower, any
Governmental Authority in such Borrower's or any applicable Letter of Credit
beneficiary's country occurring by reason of (i) any law, action or requirement
of any Governmental Authority in such Borrower's or such Letter of Credit
beneficiary's country, or (ii) any request in respect of external indebtedness
of borrowers in such Borrowers or such Letter of Credit beneficiary's country
applicable to banks generally which conduct business with such borrowers, or
(iii) any agreement in relation to clause (i) or (ii), in each case to the
extent calculated by reference to the Obligations outstanding prior to such
increase.

                  "Note Purchase Agreement" means that certain Note Purchase
Agreement dated as of July 1, 2001 among the Company and the purchasers parties
thereto.

                  "Notice of Assignment" is defined in Section 14.3(B).

                  "Obligations" means all L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing, by the Borrowers or any of
their Subsidiaries to the Administrative Agent, any Lender, the Arrangers, any
Affiliate of the Administrative Agent or any Lender, any Issuing Bank, any
Indemnitee, of any kind or nature, present or future, arising under this
Agreement, the L/C Documents or any other Loan Document, whether or not
evidenced by any note, guaranty or other instrument, whether or not for the
payment of money, whether arising by reason of an extension of credit, loan,
foreign exchange risk, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired. The

                                       17
<PAGE>

term includes, without limitation, all interest, charges, expenses, fees,
attorneys' fees and disbursements, paralegals' fees (in each case whether or not
allowed), and any other sum chargeable to the Company or any of its Subsidiaries
under this Agreement or any other Loan Document.

                  "Off-Balance Sheet Liabilities" of a Person means (a) any
repurchase obligation or liability of such Person or any of its Subsidiaries
with respect to Receivables sold by such Person or any of its Subsidiaries, (b)
any liability of such Person or any of its Subsidiaries under any sale and
leaseback transactions which do not create a liability on the consolidated
balance sheet of such Person, (c) any liability of such Person or any of its
Subsidiaries under any financing lease or so-called "synthetic lease" or "tax
ownership operating lease" transaction, or (d) any obligations of such Person or
any of its Subsidiaries arising with respect to any other transaction which is
the functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries.

                  "Other Taxes" is defined in Section 2.14(E)(ii).

                  "Participants" is defined in Section 14.2(A).

                  "Payment Date" means the last Business Day of each quarter,
the Termination Date and the Facility Termination Date.

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

                  "Performance Letter of Credit" means a letter of credit or
Bank Undertaking issued to secure ordinary course performance obligations of the
Company or a Subsidiary in connection with active construction projects
(including projects about to be commenced) or bids for prospective construction
projects.

                  "Permitted Acquisition" is defined in Section 7.3(F).

                  "Permitted Existing Contingent Obligations" means the
Contingent Obligations of the Company and its Subsidiaries identified as such on
Schedule 1.1.4 to this Agreement.

                  "Permitted Existing Indebtedness" means the Indebtedness of
the Company and its Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

                  "Permitted Existing Investments" means the Investments of the
Company and its Subsidiaries identified as such on Schedule 1.1.2 to this
Agreement.

                  "Permitted Existing Liens" means the Liens on assets of the
Company and its Subsidiaries identified as such on Schedule 1.1.3 to this
Agreement.

                  "Permitted Sale and Leaseback Transactions" means (a) (i) any
Sale and Leaseback Transaction of the Company's administrative headquarters
facility in The Woodlands, Texas and (ii) any Sale and Leaseback Transaction of
all or any portion of the Company's other property, in each case on terms
acceptable to the Administrative Agent and only to the extent

                                       18
<PAGE>

that the aggregate amount of Net Cash Proceeds from all such Permitted Sale and
Leaseback Transactions is less than or equal to $30,000,000 and (b) any Sale and
Leaseback Transaction of the Company's facility in Plainfield, Illinois.

                  "Person" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

                  "Plan" means an employee benefit plan defined in Section 3(3)
of ERISA, other than a Multiemployer Plan, in respect of which the Company or
any member of the Controlled Group is, or within the immediately preceding six
(6) years was, an "employer" as defined in Section 3(5) of ERISA.

                  "Prime Rate" means the prime rate of interest announced by
Bank One, NA or its parent from time to time (which is not necessarily the
lowest rate charged to any customer), changing when and as said prime rate
changes.

                  "Proposed New Lender" is defined in Section 2.5(B)(i).

                  "Pro Rata Share" means, with respect to any Lender, the
percentage obtained by dividing (A) the Lender's Commitment at such time (in
each case, as adjusted from time to time in accordance with the provisions of
this Agreement) by (B) the Aggregate Commitment at such time; provided, however,
if the Commitments are terminated pursuant to the terms of this Agreement, then
"Pro Rata Share" means the percentage obtained by dividing (x) such Lender's
participations in Letters of Credit, by (y) the aggregate outstanding Dollar
Amount of all Letters of Credit.

                  "Product Liability Event" means, solely in connection with
asbestos-related claims and litigation, (i) the entry of one or more final
judgments or orders against the Company or any Subsidiary, or (ii) the Company
or any Subsidiary (a) enters into settlements for the payment of money or (b)
pays any legal expenses associated with such judgment, orders or settlements and
any and all other aspects of any claims and litigation associated therewith, and
with respect to such judgments or orders, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect.

                  "Purchasers" is defined in Section 14.3(A)(i).

                  "Receivable(s)" means and includes all of the Company's and
its consolidated Subsidiaries' presently existing and hereafter arising or
acquired accounts, accounts receivable, and all present and future rights of the
Company or its Subsidiaries, as applicable, to payment for goods sold or leased
or for services rendered (except those evidenced by instruments or chattel
paper), whether or not they have been earned by performance, and all rights in
any merchandise or goods which any of the same may represent, and all rights,
title, security and guaranties with respect to each of the foregoing, including,
without limitation, any right of stoppage in transit.

                                       19
<PAGE>

                  "Register" is defined in Section 14.3(C).

                  "Regulation T" means Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by and to brokers and dealers of securities for the
purpose of purchasing or carrying margin stock (as defined therein).

                  "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by banks, non-banks and non-broker lenders for the
purpose of purchasing or carrying Margin Stock applicable to member banks of the
Federal Reserve System.

                  "Regulation X" means Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by foreign lenders for the purpose of purchasing or
carrying margin stock (as defined therein).

                  "Reimbursement Obligation" is defined in Section 3.7.

                  "Release" means any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including the movement of
Contaminants through or in the air, soil, surface water or groundwater.

                  "Replacement Lender" is defined in Section 2.19.

                  "Reportable Event" means a reportable event as defined in
Section 4043 of ERISA and the regulations issued under such section, with
respect to a Plan, excluding, however, such events as to which the PBGC by
regulation or otherwise waived the requirement of Section 4043(a) of ERISA that
it be notified within thirty (30) days after such event occurs, provided,
however, that a failure to meet the minimum funding standards of Section 412 of
the Code and of Section 302 of ERISA shall be a Reportable Event regardless of
the issuance of any such waiver of the notice requirement in accordance with
either Section 4043(a) of ERISA or Section 412(d) of the Code.

                  "Required Lenders" means Facility Lenders whose Combined Pro
Rata Shares, in the aggregate, are greater than fifty percent (50%); provided,
however, that, if any of the "Lenders" under the Three-Year Credit Agreement
shall have failed to fund its "Pro Rata Share" under the Three-Year Credit
Agreement of (i) any "Revolving Loan" under the Three-Year Credit Agreement
requested by the applicable Borrower, (ii) any Revolving Loan required to be
made in connection with reimbursement for any "L/C Obligations" under the
Three-Year Credit Agreement, (iii) any participation in any "Swing Line Loan"
under the Three-Year Credit Agreement as requested by the Administrative Agent,
which such "Lenders" are obligated to fund under the terms of the Three-Year
Credit Agreement and any such failure has not been cured, then for so long as
such failure continues, "Required Lenders" means Facility Lenders (excluding all
Facility Lenders whose failure to fund their respective "Pro Rata Shares" under
the Three-Year Credit Agreement of such "Revolving Loans" or any participation
in such "Swing

                                       20
<PAGE>

Line Loans" has not been so cured) whose Combined Pro Rata Shares represent
greater than fifty percent (50%) of the aggregate Combined Pro Rata Shares of
such Facility Lenders; provided further, however, that, if the Commitments or
the "Commitments" under the Five-Year Credit Agreement have been terminated
pursuant to the terms of this Agreement or the Five-Year Credit Agreement (as
applicable), "Required Lenders" means Facility Lenders (without regard to any of
the Facility Lenders' performance of their respective obligations under the
Three-Year Credit Agreement) whose aggregate ratable shares (stated as a
percentage) of the aggregate outstanding principal balance of the sum of (x) all
"Loans and L/C Obligations" under the Three-Year Credit Agreement and (y) all
L/C Obligations are greater than fifty percent (50%).

                  "Requirements of Law" means, as to any Person, the charter and
by-laws or other organizational or governing documents of such Person, and any
law, rule or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards
Act, the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or permit or environmental,
labor, employment, occupational safety or health law, rule or regulation,
including Environmental, Health or Safety Requirements of Law.

                  "Restricted Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any Equity Interests of the
Company or any of its Subsidiaries now or hereafter outstanding, except a
dividend payable solely in such Person's Capital Stock (other than Disqualified
Stock) or in options, warrants or other rights to purchase such Capital Stock,
(ii) any redemption, retirement, purchase or other acquisition for value, direct
or indirect, of any Equity Interests of the Company or any of its Subsidiaries
now or hereafter outstanding, other than in exchange for, or out of the proceeds
of, the substantially concurrent sale (other than to a Subsidiary of the
Company) of other Equity Interests of the Company or any of its Subsidiaries
(other than Disqualified Stock), (iii) any payment or prepayment of principal
of, or interest (whether in cash or as payment-in-kind), premium, if any, fees
or other charges with respect to, any Indebtedness subordinated to the
Obligations, or any redemption, purchase, retirement, defeasance, prepayment or
other acquisition for value, direct or indirect, of any Indebtedness other than
(a) the Obligations and (b) any scheduled payments of principal of or interest
with respect to Company's Indebtedness issued pursuant to the Note Purchase
Agreement, and (iv) any payment of a claim for the rescission of the purchase or
sale of, or for material damages arising from the purchase or sale of, any
Indebtedness (other than the Obligations) or any Equity Interests of the Company
or any of its Subsidiaries, or of a claim for reimbursement, indemnification or
contribution arising out of or related to any such claim for damages or
rescission and (v) any payment in respect of a purchase price adjustment,
earn-out or other similar form of contingent purchase price.

                  "Risk-Based Capital Guidelines" is defined in Section 4.2.

                  "S&P" means Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc.

                                       21
<PAGE>

                  "Sale and Leaseback Transaction" means any lease, whether an
operating lease or a Capitalized Lease, of any property (whether real or
personal or mixed), (i) which the Company or one of its Subsidiaries sold or
transferred or is to sell or transfer to any other Person, or (ii) which the
Company or one of its Subsidiaries intends to use for substantially the same
purposes as any other property which has been or is to be sold or transferred by
the Company or one of its Subsidiaries to any other Person in connection with
such lease.

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

                  "Selling Lender" is defined in Section 2.5(B)(ii).

                  "Single Employer Plan" means a Plan maintained by the Company
or any member of the Controlled Group for employees of the Company or any member
of the Controlled Group.

                  "Solvent" means, when used with respect to any Person, that at
the time of determination:

                  (i)      the fair value of its assets (both at fair valuation
         and at present fair saleable value) is equal to or in excess of the
         total amount of its liabilities, including, without limitation,
         contingent liabilities; and

                  (ii)     it is then able and expects to be able to pay its
         debts as they mature; and

                  (iii)    it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

                  "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, limited
liability company or joint venture if more than 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,
limited liability company or joint venture 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.

                  "Subsidiary Borrower" means any Subsidiaries of the Company
duly designated by the Company pursuant to Section 2.20 to request Letters of
Credit hereunder, which Subsidiary shall have delivered to the Administrative
Agent an Assumption Letter in accordance with Section 2.20 and such other
documents as may be required pursuant to this Agreement, in

                                       22
<PAGE>

each case together with its respective successors and assigns, including a
debtor-in-possession on behalf of such Subsidiary Borrower.

                  "Subsidiary Guarantor(s)" means (a) each Subsidiary Borrower,
(b) all of the Company's Material Subsidiaries (other than any Excluded Foreign
Subsidiary); (c) all New Subsidiaries which are Material Subsidiaries and which
have or are required to have satisfied the provisions of Section 7.2(K)(i); (d)
all of the Company's Subsidiaries which become Material Subsidiaries and which
have satisfied or are required to have satisfied the provisions of Section
7.2(K)(ii); and (e) all other Subsidiaries which become Subsidiary Guarantors in
satisfaction of the provisions of Section 7.2(K)(iii) or Section 7.3(Q), in each
case with respect to clauses (a) through (e) above, and together with their
respective successors and assigns.

                  "Subsidiary Guaranty" means that certain Subsidiary Guaranty,
dated as of August 22, 2003 executed by each of Subsidiary Guarantors as of such
date (and any and all supplements thereto executed from time to time by each
additional Subsidiary Guarantor) in favor of the Administrative Agent in
substantially the form of Exhibit H attached hereto, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

                  "Substantial Portion" means, with respect to the assets of the
Company and its Subsidiaries, assets which (i) represent more than 10% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) are responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Company and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

                  "Taxes" is defined in Section 2.14(E)(i).

                  "Termination Conditions" is defined in Section 2.18.

                  "Termination Date" means the earlier of (a) August 22, 2008,
and (b) the date of termination in whole of the Aggregate Commitment pursuant to
Section 2.5 hereof or the Commitments pursuant to Section 9.1 hereof.

                  "Termination Event" means (i) a Reportable Event with respect
to any Benefit Plan; (ii) the withdrawal of the Company or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Company or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Company or any member of the Controlled Group; (iii)
the imposition of an obligation on the Company or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Benefit Plan or
Foreign Pension Plan; (v) any event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; (vi) that a foreign governmental authority shall
appoint or institute proceedings to appoint a

                                       23
<PAGE>

trustee to administer any Foreign Pension Plan in place of the existing
administrator, or (vii) the partial or complete withdrawal of the Company or any
member of the Controlled Group from a Multiemployer Plan or Foreign Pension
Plan.

                  "Three-Year Adjusted Aggregate Commitment" means the "Adjusted
Aggregate Commitment" under, and as defined in, the Three-Year Credit Agreement.

                  "Three-Year Aggregate Commitment" means the "Aggregate
Commitment" under, as defined in, the Three-Year Credit Agreement.

                  "Three-Year Credit Agreement" means that certain Three-Year
Credit Agreement dated as of the Closing Date by and among the Company, the
subsidiary borrowers from time to time parties thereto, the lenders from time to
time parties thereto, and Bank One, as the administrative agent thereunder, as
the same may be amended, restated, supplemented or otherwise modified and as in
effect from time to time.

                  "Three Year Revolving Credit Obligations" means the "Revolving
Credit Obligations" under, and as defined in, the Three-Year Credit Agreement.

                  "Transferee" is defined in Section 14.5.

                  "Treaty on European Union" means the Treaty of Rome of March
25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992 and came into force on
November 1, 1993), as amended from time to time.

                  "Unfunded Liabilities" means (i) in the case of Single
Employer Plans, the amount (if any) by which the aggregate accumulated benefit
obligations exceeds the aggregate fair market value of assets of present value
of all vested nonforfeitable benefits under all Single Employer Plans as of the
most recent measurement date, all as determined under FAS 87 using the methods
and assumptions used by the Company for financial accounting purposes, and (ii)
in the case of Multiemployer Plans, the withdrawal liability that would be
incurred by the Controlled Group if all members of the Controlled Group
completely withdrew from all Multiemployer Plans.

                  "Unmatured Default" means an event which, but for the lapse of
time or the giving of notice, or both, would constitute a Default.

                  1.2.     Singular/Plural References; Accounting Terms. The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms. Any accounting terms used in this Agreement
which are not specifically defined herein shall have the meanings customarily
given them in accordance with Agreement Accounting Principles.

                  1.3.     References. Any references to the Company's
Subsidiaries shall not in any way be construed as consent by the Administrative
Agent or any Lender to the establishment, maintenance or acquisition of any
Subsidiary, except as may otherwise be permitted hereunder.

                                       24
<PAGE>

                  1.4.     Supplemental Disclosure. At any time at the request
of the Administrative Agent and at such additional times as the Company
determines, the Company shall supplement each schedule or representation herein
or in the other Loan Documents with respect to any matter hereafter arising
which, if existing or occurring at the date of this Agreement, would have been
required to be set forth or described in such schedule or as an exception to
such representation or which is necessary to correct any information in such
schedule or representation which has been rendered inaccurate thereby.
Notwithstanding that any such supplement to such schedule or representation may
disclose the existence or occurrence of events, facts or circumstances which are
either prohibited by the terms of this Agreement or any other Loan Documents or
which result in the breach of any representation or warranty, such supplement to
such schedule or representation shall not be deemed either an amendment thereof
or a waiver of such breach unless expressly consented to in writing by
Administrative Agent and the Required Lenders, and no such amendments, except as
the same may be consented to in a writing which expressly includes a waiver,
shall be or be deemed a waiver by the Administrative Agent or any Lender of any
Default disclosed therein. Any items disclosed in any such supplemental
disclosures shall be included in the calculation of any limits, baskets or
similar restrictions contained in this Agreement or any of the other Loan
Documents.

                             ARTICLE II: [RESERVED]

                  2.1.     [Reserved]

                  2.2.     [Reserved]

                  2.3.     [Reserved]

                  2.4.     Determination of Dollar Amounts of Letters of Credit;
Mandatory Cash Collateralization of Letters of Credit.

                  (i)      The Administrative Agent will determine the Dollar
         Amount of:

                           (a)      each Letter of Credit on the date three (3)
                  Business Days prior to the issuance date, or, if applicable,
                  renewal date of such Letter of Credit; and

                           (b)      all outstanding L/C Obligations on and as of
                  the last Business Day of each calendar month and on any other
                  Business Day elected by the Administrative Agent in its
                  discretion or upon instruction by the Required Lenders.

                  Each day upon or as of which the Administrative Agent
                  determines Dollar Amounts as described in the preceding
                  clauses (a) and (b) is herein described as a "Computation
                  Date" with respect to each Letter of Credit for which a Dollar
                  Amount is determined on or as of such day.

                  (ii)     If at any time and for any reason (other than as the
         result of fluctuations in currency exchange rates) the Dollar Amount of
         the L/C Obligations (calculated, with respect to all L/C Obligations
         denominated in Agreed Currencies other than Dollars, as of the most
         recent Computation Date with respect to each such L/C Obligation) is

                                       25
<PAGE>

            greater than the Adjusted Aggregate Commitment, the Borrowers shall
            immediately make a mandatory prepayment of the Reimbursement
            Obligations in an amount equal to such excess.

                  (iii)    If, on any Computation Date, as a result of
            fluctuations in currency exchange rates, the Dollar Amount of the
            sum of (a) the L/C Obligations and (b) the Three-Year Revolving
            Credit Obligations exceeds, by more than the Equivalent Amount of
            $500,000, the sum of the Adjusted Aggregate Commitment and the
            Three-Year Adjusted Aggregate Commitment (such excess being the
            "Deficient Amount"), the Administrative Agent shall so notify the
            Company and the Lenders of such occurrence and the Borrowers shall
            immediately remit to the Administrative Agent a payment in an
            aggregate principal amount sufficient to eliminate the Deficient
            Amount, which funds shall be deposited in the L/C Collateral Account
            and shall be held as cash collateral for the benefit of the L/C
            Obligations and the Three-Year Revolving Credit Obligations;
            provided, however, if and to the extent the Deficient Amount is
            reduced from one Computation Date to the immediately succeeding
            Computation Date, the Administrative Agent shall (so long as no
            Default or Unmatured Default is then continuing) promptly remit to
            the Company all cash amounts in excess of the Deficient Amount then
            held in the L/C Collateral Account on such succeeding Computation
            Date.

                  2.5.     Changes in Commitments.

                  (A)      Voluntary Commitment Reductions. The Company may
         permanently reduce the Aggregate Commitment in whole, or in part
         ratably among the Lenders, in an aggregate minimum amount of Ten
         Million and 00/100 Dollars ($10,000,000) and integral multiples of One
         Million and 00/100 Dollars ($1,000,000) in excess of that amount
         (unless the Aggregate Commitment is reduced in whole), upon at least
         three (3) Business Day's prior written notice to the Administrative
         Agent, which notice shall specify the amount of any such reduction;
         provided, however, that the amount of the Aggregate Commitment may not
         be reduced below the aggregate principal amount of the outstanding L/C
         Obligations. All accrued commitment fees shall be payable on the
         effective date of any termination of all or any part of the obligations
         of the Lenders to issue, or participate in, Letters of Credit
         hereunder.

                  (B)      Increase in Commitments.

                  (i)      At any time, the Company (on behalf of itself and the
            other Borrowers) may request that the Aggregate Commitment be
            increased by an aggregate principal amount not in excess of
            $50,000,000; provided that, without the prior written consent of all
            of the Lenders, (a) the sum of (1) the Aggregate Commitment and (2)
            the Three-Year Aggregate Commitment shall at no time exceed
            $400,000,000 minus the aggregate amount of all reductions in (x) the
            Aggregate Commitment previously made pursuant to Section 2.5(A) and
            (y) in the Three-Year Aggregate Commitment previously made in
            accordance with and pursuant to the relevant provisions of the
            Three-Year Credit Agreement; (b) the Company shall not make any such
            request during the six month period following any reduction in the
            Aggregate Commitment

                                       26
<PAGE>

         previously made pursuant to Section 2.5(A); (c) the Company shall not
         be entitled to make more than one such request during any calendar
         year; and (d) each such request shall be in a minimum amount of at
         least $25,000,000 and increments of $1,000,000 in excess thereof. Such
         request shall be made in a written notice given to the Administrative
         Agent and the Lenders by the Company not less than twenty (20) Business
         Days prior to the proposed effective date of such increase, which
         notice (a "Commitment Increase Notice") shall specify the amount of the
         proposed increase in the Aggregate Commitment and the proposed
         effective date of such increase. In the event of such a Commitment
         Increase Notice, each of the Lenders shall be given the opportunity to
         participate in the requested increase ratably in proportions that their
         respective Commitments bear to the Aggregate Commitment. No Lender
         shall have any obligation to increase its Commitment pursuant to a
         Commitment Increase Notice. On or prior to the date that is fifteen
         (15) Business Days after receipt of the Commitment Increase Notice,
         each Lender shall submit to the Administrative Agent a notice
         indicating the maximum amount by which it is willing to increase its
         Commitment in connection with such Commitment Increase Notice (any such
         notice to the Administrative Agent being herein a "Lender Increase
         Notice"). Any Lender which does not submit a Lender Increase Notice to
         the Administrative Agent prior to the expiration of such fifteen (15)
         Business Day period shall be deemed to have denied any increase in its
         Commitment. In the event that the increases of Commitments set forth in
         the Lender Increase Notices exceed the amount requested by the Company
         in the Commitment Increase Notice, the Administrative Agent and each
         Arranger shall have the right, in consultation with the Company, to
         allocate the amount of increases necessary to meet the Company's
         Commitment Increase Notice. In the event that the Lender Increase
         Notices are less than the amount requested by the Company, not later
         than three (3) Business Days prior to the proposed effective date the
         Company may notify the Administrative Agent of any financial
         institution that shall have agreed to become a "Lender" party hereto (a
         "Proposed New Lender") in connection with the Commitment Increase
         Notice. Any Proposed New Lender shall be consented to by the
         Administrative Agent (which consent shall not be unreasonably withheld)
         and shall be a commercial bank having capital and retained earnings of
         at least $500,000,000. If the Company shall not have arranged any
         Proposed New Lender(s) to commit to the shortfall from the Lender
         Increase Notices, then the Company shall be deemed to have reduced the
         amount of its Commitment Increase Notice to the aggregate amount set
         forth in the Lender Increase Notices. Based upon the Lender Increase
         Notices, any allocations made in connection therewith and any notice
         regarding any Proposed New Lender, if applicable, the Administrative
         Agent shall notify the Company and the Lenders on or before the
         Business Day immediately prior to the proposed effective date of the
         amount of each Lender's and Proposed New Lenders' Commitment (the
         "Effective Commitment Amount") and the amount of the Aggregate
         Commitment, which amounts shall be effective on the following Business
         Day. Any increase in the Aggregate Commitment shall be subject to the
         following conditions precedent: (A) the Company shall have obtained the
         consent thereto of each Guarantor and its reaffirmation of the Loan
         Document(s) executed by it, which consent and reaffirmation shall be in
         writing and in form and substance reasonably satisfactory to the
         Administrative Agent, (B) as

                                       27
<PAGE>

         of the date of the Commitment Increase Notice and as of the proposed
         effective date of the increase in the Aggregate Commitment all
         representations and warranties shall be true and correct in all
         material respects as though made on such date and no event shall have
         occurred and then be continuing which constitutes a Default or
         Unmatured Default, (C) the Borrowers, the Administrative Agent and each
         Proposed New Lender or Lender that shall have agreed to provide a
         "Commitment" in support of such increase in the Aggregate Commitment
         shall have executed and delivered a "Commitment and Acceptance"
         substantially in the form of Exhibit L hereto, (D) counsel for the
         Company and for the Guarantors shall have provided to the
         Administrative Agent supplemental opinions in form and substance
         reasonably satisfactory to the Administrative Agent and (E) the
         Borrowers and the Proposed New Lender shall otherwise have executed and
         delivered such other instruments and documents as may be required under
         Article V or that the Administrative Agent shall have reasonably
         requested in connection with such increase. If any fee shall be charged
         by the Lenders in connection with any such increase, such fee shall be
         in accordance with then prevailing market conditions, which market
         conditions shall have been reasonably documented by the Administrative
         Agent to the Company. Upon satisfaction of the conditions precedent to
         any increase in the Aggregate Commitment, the Administrative Agent
         shall promptly advise the Company and each Lender of the effective date
         of such increase. Upon the effective date of any increase in the
         Aggregate Commitment that is supported by a Proposed New Lender, such
         Proposed New Lender shall be a party to this Agreement as a Lender and
         shall have the rights and obligations of a Lender hereunder and
         thereunder. Nothing contained herein shall constitute, or otherwise be
         deemed to be, a commitment on the part of any Lender to increase its
         Commitment hereunder at any time.

                  (ii)     For purposes of this clause (ii), (A) the term
         "Buying Lender(s)" shall mean (1) each Lender the Effective Commitment
         Amount of which is greater than its Commitment prior to the effective
         date of any increase in the Aggregate Commitment and (2) each Proposed
         New Lender that is allocated an Effective Commitment Amount in
         connection with any Commitment Increase Notice and (b) the term
         "Selling Lender(s)" shall mean each Lender whose Commitment is not
         being increased from that in effect prior to such increase in the
         Aggregate Commitment. Effective on the effective date of any increase
         in the Aggregate Commitment pursuant to clause (i) above, each Selling
         Lender hereby sells, grants, assigns and conveys to each Buying Lender,
         without recourse, warranty, or representation of any kind, except as
         specifically provided herein, an undivided percentage in such Selling
         Lender's right, title and interest in and to its outstanding L/C
         Obligations in the respective Dollar Amounts and percentages necessary
         so that, from and after such sale, each such Selling Lender's
         outstanding L/C Obligations shall equal such Selling Lender's Pro Rata
         Share (calculated based upon the Effective Commitment Amounts) of the
         outstanding L/C Obligations. Effective on the effective date of the
         increase in the Aggregate Commitment pursuant to clause (i) above, each
         Buying Lender hereby purchases and accepts such grant, assignment and
         conveyance from the Selling Lenders. Each Buying Lender hereby agrees
         that its respective purchase price for the portion of the outstanding
         L/C Obligations purchased hereby shall equal the respective Dollar
         Amount necessary so that, from and after such payments, each

                                       28
<PAGE>

         Buying Lender's outstanding L/C Obligations shall equal such Buying
         Lender's Pro Rata Share (calculated based upon the Effective Commitment
         Amounts) of the outstanding L/C Obligations. Such amount shall be
         payable on the effective date of the increase in the Aggregate
         Commitment by wire transfer of immediately available funds to the
         Administrative Agent. The Administrative Agent, in turn, shall wire
         transfer any such funds received to the Selling Lenders, in same day
         funds, for the sole account of the Selling Lenders. Each Selling Lender
         hereby represents and warrants to each Buying Lender that such Selling
         Lender owns the L/C Obligations being sold and assigned hereby for its
         own account and has not sold, transferred or encumbered any or all of
         its interest in such L/C Obligations, except for participations which
         will be extinguished upon payment to Selling Lender of an amount equal
         to the portion of the outstanding L/C Obligations being sold by such
         Selling Lender. Each Buying Lender hereby acknowledges and agrees that,
         except for each Selling Lender's representations and warranties
         contained in the foregoing sentence, each such Buying Lender has
         entered into its Commitment and Acceptance with respect to such
         increase on the basis of its own independent investigation and has not
         relied upon, and will not rely upon, any explicit or implicit written
         or oral representation, warranty or other statement of the Lenders or
         the Administrative Agent concerning the authorization, execution,
         legality, validity, effectiveness, genuineness, enforceability or
         sufficiency of this Agreement or the other Loan Documents.

                  2.6.     [Reserved].

                  2.7.     [Reserved].

                  2.8.     [Reserved].

                  2.9.     [Reserved].

                  2.10.    Default Rate. After the occurrence and during the
continuance of a Default, at the option of the Administrative Agent or at the
direction of the Required Lenders the (i) interest rate(s) applicable to the
Reimbursement Obligations shall be equal to (x) the interest specified in
Section 3.7 plus (y) two percent (2%) per annum for all such Reimbursement
Obligations and (ii) all other fees (including the fees payable under Section
3.8 with respect to Letters of Credit) shall be equal to (x) fees calculated
based on the maximum Applicable L/C Fee Percentage and Applicable Commitment Fee
Percentage, as applicable, as specified pursuant to Section 2.14(D)(ii) plus (y)
two percent (2.00%) per annum for all such fees; provided that during the
continuation of a Default under Sections 8.1(F) or 8.1(G) such interest rate and
fee increases shall be automatically applicable without any election of the
Administrative Agent or action of the Required Lenders.

                  2.11.    Method of Payment.

                  (A)      Method of Payment. All payments of principal,
     interest, fees, reimbursements, commissions, L/C Obligations and other
     Obligations hereunder shall be made, without setoff, deduction or
     counterclaim (unless indicated otherwise in Section 2.14(E)), in
     immediately available funds to the Administrative Agent at the

                                       29
<PAGE>

         Administrative Agent's address specified pursuant to Article XV, or at
         any other Lending Installation of the applicable Issuing Bank specified
         in writing by such Issuing Bank to the applicable Borrower in
         connection with any Letter of Credit issued in an Agreed Currency other
         than Dollars. Each L/C Obligation denominated in an Agreed Currency
         other than Dollars shall be repaid, and all interest and fees to be
         paid in respect thereof shall be paid, in the currency in which the
         related Letter of Credit was issued or, where such currency has
         converted to euro, in euro. All payments to be made by any Borrower
         hereunder in any currency other than Dollars shall be made in such
         currency on the date due in such funds as may then be customary for the
         settlement of international transactions in such currency for the
         account of the Administrative Agent or applicable Issuing Bank, as
         applicable, at its designated Lending Installation for such currency.
         Each payment delivered to the Administrative Agent for the account of
         any Lender shall be delivered promptly by the Administrative Agent to
         such Lender in the same type of funds that the Administrative Agent
         received at its address specified pursuant to Article XV or at any
         Lending Installation specified in a notice received by the
         Administrative Agent from such Lender. The Administrative Agent is
         hereby authorized to charge any account of the applicable Borrower
         maintained with Bank One or any of its Affiliates for each payment of
         principal, interest and fees as it becomes due hereunder. Each
         reference to the Administrative Agent in this Section 2.11 shall also
         be deemed to refer, and shall apply equally, to each Issuing Bank, in
         the case of payments required to be made by any Borrower to any Issuing
         Bank pursuant to Article III.

                  (B)      Market Disruption. If, after the designation by the
         applicable Issuing Bank and the Administrative Agent of any currency as
         an Agreed Currency, in the reasonable opinion of any Borrower, any
         Issuing Bank, the Required Lenders or the Administrative Agent, (x)
         there shall occur any change in national or international financial,
         political or economic conditions or currency exchange rates or currency
         control or other exchange regulations are imposed in the country which
         issues such currency with the result that it shall be impractical for
         any L/C Obligation to be denominated in such currency or different
         types of such currency are introduced, (y) such currency is no longer
         readily available or freely traded or (z) an Equivalent Amount of such
         currency is not readily calculable (any such event a "Market
         Disruption"), such Borrower, such Issuing Bank, the Required Lenders or
         the Administrative Agent, as applicable, shall promptly notify the
         Lenders, the Issuing Banks, the Administrative Agent and the Borrowers,
         and such currency shall no longer be an Agreed Currency until such time
         as the Administrative Agent and any applicable Issuing Bank agrees to
         reinstate such currency as an Agreed Currency, and all payments to be
         made by the applicable Borrower hereunder in such currency shall
         instead be made when due in Dollars in an amount equal to the Dollar
         Amount (as of the date of repayment) of such payment due, it being the
         intention of the parties hereto that the Borrowers take all risks of
         the imposition of any such currency control or exchange regulations.
         For purposes of this Section 2.11(B), the commencement of the third
         stage of the European Economic and Monetary Union shall not constitute
         the imposition of currency control or exchange regulations.

                                       30
<PAGE>

                  2.12.    Evidence of Debt.

                  (A)      Loan Account. Each Lender shall maintain in
         accordance with its usual practice an account or accounts (a "Loan
         Account") on its books and records evidencing the indebtedness of the
         Borrowers to such Lender owing to such Lender from time to time,
         including the amounts of principal and interest payable and paid to
         such Lender from time to time hereunder.

                  (B)      Register. The Register maintained by the
         Administrative Agent pursuant to Section 14.3(C) shall include a
         control account, and a subsidiary account for each Lender and each
         Borrower, in which accounts (taken together) shall be recorded (i) the
         effective date and amount of each Assignment Agreement delivered to and
         accepted by it and the parties thereto pursuant to Section 14.3, (ii)
         the amount of any sum received by the Administrative Agent hereunder
         for the account of the Lenders and each Lender's share thereof, and
         (iii) all other appropriate debits and credits as provided in this
         Agreement, including, without limitation, all fees, charges, expenses
         and interest.

                  (C)      Entries in Loan Account and Register. The entries
         made in the Loan Account, the Register and the other accounts
         maintained pursuant to clauses (A) or (B) of this Section shall be
         prima facie evidence thereof for all purposes, absent manifest error,
         unless the applicable Borrower objects to information contained in the
         Loan Accounts, the Register or the other accounts within thirty (30)
         days of the applicable Borrower's receipt of such information; provided
         that the failure of any Lender or the Administrative Agent to maintain
         such accounts or any error therein shall not in any manner affect the
         obligation of the Borrowers to pay or repay any amounts in accordance
         with the terms of this Agreement.

                  2.13.    Telephonic Notices. The Borrowers authorize the
Lenders and the Administrative Agent to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the applicable Borrower. Each of
the Subsidiary Borrowers authorizes the Company to make requests and give
notices hereunder on behalf of such Subsidiary Borrowers. The Borrowers agree to
deliver promptly to the Administrative Agent a written confirmation, signed by
an Authorized Officer, if such confirmation is requested by the Administrative
Agent or any Lender, of each telephonic notice. If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the Administrative Agent and the Lenders
shall govern absent manifest error. In case of disagreement concerning such
notices, if the Administrative Agent has recorded telephonic borrowing notices,
such recordings will be made available to the applicable Borrower upon its
request therefor.

                  2.14.    Promise to Pay; Interest and Commitment Fees;
Interest Payment Dates; Interest and Fee Basis; Taxes; Loan and Control
Accounts.

                  (A)      Promise to Pay. Each Borrower unconditionally
         promises to pay when due the principal amount of all Obligations
         incurred by it, and to pay all unpaid interest accrued thereon, in
         accordance with the terms of this Agreement and the other Loan
         Documents, and confirms that all Borrowers (other than Borrowers which
         are Foreign Subsidiaries) shall be jointly and severally liable for all
         of the Obligations.

                                       31
<PAGE>

                  (B)      Interest Payment Dates. Interest accrued on the
principal balance of all Obligations shall be payable in arrears (i) on the last
day of each calendar quarter, commencing on the first such day following the
incurrence of such Obligation, (ii) upon repayment thereof in full or in part,
and (iii) if not theretofore paid in full, at the time such other Obligation
becomes due and payable (whether by acceleration or otherwise).

                  (C)      Commitment Fees; Additional Fees.

                  (i)      The Company shall pay to the Administrative Agent,
         for the account of the Lenders in accordance with their Pro Rata
         Shares, from and after the Closing Date until the date on which the
         Aggregate Commitment shall be terminated in whole, a commitment fee at
         the rate of the then Applicable Commitment Fee Percentage multiplied by
         the average amount by which (A) the Aggregate Commitment in effect from
         time to time exceeds (B) the L/C Obligations in effect from time to
         time during each fiscal quarter of the Company. All such commitment
         fees payable under this clause (C) shall be payable quarterly on the
         last day of each fiscal quarter of the Company occurring after the
         Closing Date (with the first such payment being calculated for the
         period from the Closing Date and ending on September 30, 2003), and, in
         addition, on any date on which the Aggregate Commitment shall be
         terminated in whole.

                  (ii)     The Company agrees to pay or to cause the Borrowers
         to pay to (a) the Administrative Agent for the sole account of the
         Administrative Agent and BOCM and (b) the Syndication Agent for the
         sole account of the Syndication Agent and BAS, in each case the
         applicable fees set forth in those certain fee letters identified and
         described in Section 5.1(viii), in each case payable at the times and
         in the amounts set forth therein.

                  (D)      Interest and Fee Basis; Applicable Floating Rate
Margins, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and
Applicable Commitment Fee Percentage.

                  (i)      Interest on all fees calculated by reference to the
         Federal Fund Effective Rate shall be calculated for actual days elapsed
         on the basis of a 360-day year; provided, that the Applicable L/C Fee
         Percentage applicable to Letters of Credit issued in British Pounds
         Sterling, if any, shall be calculated for actual days elapsed on the
         basis of a 365-day year. Interest shall be payable for the day an
         Obligation is incurred but not for the day of any payment on the amount
         paid if payment is received prior to 2:00 p.m. (Chicago time or local
         time, as applicable) at the place of payment. If any payment of any
         Obligations shall become due on a day which is not a Business Day, such
         payment shall be made on the next succeeding Business Day and, in the
         case of a principal payment, such extension of time shall be included
         in computing interest, fees and commissions in connection with such
         payment.

                  (ii)     (a) The Applicable Floating Rate Margins, Applicable
         Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
         Commitment Fee Percentage shall, subject to the provisions of Section
         2.14(D)(ii)(b) below, be determined from time to

                                       32
<PAGE>

         time by reference to the table set forth below, on the basis of the
         then applicable Leverage Ratio as described in this Section
         2.14(D)(ii):

<TABLE>
<CAPTION>
                                                GREATER THAN OR       GREATER THAN OR
                                                EQUAL TO 1.00 TO      EQUAL TO 1.50 TO        GREATER THAN OR
                           LESS THAN 1.00        1.00 AND LESS         1.00 BUT LESS          EQUAL TO 2.00 TO
  LEVERAGE RATIO              TO 1.00           THAN 1.50 TO 1.00     THAN 2.00 TO 1.00            1.00
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                   <C>                     <C>
APPLICABLE COMMITMENT
FEE                           0.375%                  0.375%                 0.50%                 0.50%
--------------------------------------------------------------------------------------------------------------
APPLICABLE L/C FEE FOR
LETTERS OF CREDIT              1.00%                  1.167%                1.333%                 1.50%
--------------------------------------------------------------------------------------------------------------
APPLICABLE EURODOLLAR
MARGIN                         1.50%                   1.75%                 2.00%                 2.25%
--------------------------------------------------------------------------------------------------------------
APPLICABLE FLOATING
RATE MARGIN                    0.25%                   0.50%                 0.75%                 1.00%
--------------------------------------------------------------------------------------------------------------
</TABLE>

         (b) (1) Notwithstanding the foregoing or anything else contained in
         this Agreement to the contrary, for purposes of computing the L/C
         Obligations in connection with determining the applicable commitment
         fee, the parties hereto acknowledge and agree that to the extent any
         Escalating L/C is then issued and outstanding, the applicable
         commitment fee shall accrue at 200% of the commitment fee which would
         be applicable solely by reference to the foregoing table multiplied by
         the difference between (x) the Dollar Amount then available to be drawn
         under such Escalating L/C and (y) the maximum Dollar Amount (after
         giving effect to all possible increases) available to be drawn
         thereunder.

         (2) For purposes of this Section 2.14(D)(ii), the Leverage Ratio shall
         be calculated as provided in Section 7.4(A); provided, however, that
         until such time as the Company delivers the financial statements for
         the fiscal quarter ending June 30, 2003, the Leverage Ratio shall be
         deemed to be less than 1.00 to 1.00. Upon receipt of the financial
         statements delivered pursuant to Sections 7.1(A)(i) and (ii), as
         applicable, the Applicable Floating Rate Margins, Applicable Eurodollar
         Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee
         Percentage shall be adjusted, such adjustment being effective five (5)
         Business Days following the date such financial statements and the
         compliance certificate required to be delivered in connection therewith
         pursuant to Section 7.1(A)(iii) shall be due; provided, that if the
         Company shall not have timely delivered its financial statements in
         accordance with Section 7.1(A)(i) or (ii), as applicable, then
         commencing on the date upon which such financial statements should have
         been delivered and continuing until five (5) Business Days following
         the date such financial statements are actually delivered, the
         Applicable Floating Rate Margins, Applicable Eurodollar Margin,
         Applicable L/C

                                       33
<PAGE>

         Fee Percentage and Applicable Commitment Fee Percentage shall be the
         maximum Applicable Floating Rate Margins, Applicable Eurodollar Margin,
         Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage,
         as applicable, as set forth in this Section 2.14(D)(ii).

                  (E)      Taxes.

                  (i)      Any and all payments by the Borrowers hereunder
         (whether in respect of principal, interest, fees or otherwise) shall be
         made free and clear of and without deduction for any and all present or
         future taxes, levies, imposts, deductions, charges or withholdings or
         any interest, penalties and liabilities with respect thereto including
         those arising after the Closing Date as a result of the adoption of or
         any change in any law, treaty, rule, regulation, guideline or
         determination of a Governmental Authority or any change in the
         interpretation or application thereof by a Governmental Authority but
         excluding, in the case of each Lender and the Administrative Agent,
         such taxes (including income taxes, franchise taxes and branch profit
         taxes) as are imposed on or measured by such Lender's or the
         Administrative Agent's, as the case may be, net income by the United
         States of America or any Governmental Authority of the jurisdiction
         under the laws of which such Lender or the Administrative Agent, as the
         case may be, is organized (all such non-excluded taxes, levies,
         imposts, deductions, charges, withholdings, and liabilities which the
         Administrative Agent or a Lender determines to be applicable to this
         Agreement, the other Loan Documents, the Commitments, or the Letters of
         Credit being hereinafter referred to as "Taxes"). If any Borrower shall
         be required by law to deduct or withhold any Taxes from or in respect
         of any sum payable hereunder or under the other Loan Documents to any
         Lender or the Administrative Agent, (i) the sum payable shall be
         increased as may be necessary so that after making all required
         deductions or withholdings (including deductions applicable to
         additional sums payable under this Section 2.14(E)) such Lender or
         Administrative Agent (as the case may be) receives an amount equal to
         the sum it would have received had no such deductions or withholdings
         been made, (ii) the applicable Borrower shall make such deductions or
         withholdings, and (iii) the applicable Borrower shall pay the full
         amount deducted or withheld to the relevant taxation authority or other
         authority in accordance with applicable law. If a withholding tax of
         the United States of America or any other Governmental Authority shall
         be or become applicable (y) after the date of this Agreement, to such
         payments by the applicable Borrower made to the Lending Installation or
         any other office that a Lender may claim as its Lending Installation,
         or (z) after such Lender's selection and designation of any other
         Lending Installation, to such payments made to such other Lending
         Installation, such Lender shall use reasonable efforts to make, fund
         and maintain the affected credit extensions through another Lending
         Installation of such Lender in another jurisdiction so as to reduce the
         applicable Borrower's liability hereunder, if the making, funding or
         maintenance of such credit extensions through such other Lending
         Installation of such Lender does not, in the judgment of such Lender,
         otherwise adversely affect such credit extensions, or obligations under
         the Commitment of such Lender.

                                       34
<PAGE>

                  (ii)     In addition, the Borrowers agree to pay any present
         or future stamp or documentary taxes or any other excise or property
         taxes, charges, or similar levies which arise from any payment made
         hereunder, from the issuance of Letters of Credit hereunder, or from
         the execution, delivery or registration of, or otherwise with respect
         to, this Agreement, the other Loan Documents, the Commitments, or the
         Letters of Credit (hereinafter referred to as "Other Taxes").

                  (iii)    The Company and each Subsidiary Borrower shall
         indemnify each Lender and the Administrative Agent for the full amount
         of Taxes and Other Taxes (including, without limitation, any Taxes or
         Other Taxes imposed by any Governmental Authority on amounts payable
         under this Section 2.14(E)) paid by such Lender or the Administrative
         Agent (as the case may be) and any liability (including penalties,
         interest, and expenses) arising therefrom or with respect thereto,
         whether or not such Taxes or Other Taxes were correctly or legally
         asserted. This indemnification shall be made within thirty (30) days
         after the date such Lender or the Administrative Agent (as the case may
         be) makes written demand therefor. If the Taxes or Other Taxes with
         respect to which the Company or any Subsidiary Borrower has made either
         a direct payment to the taxation or other authority or an
         indemnification payment hereunder are subsequently refunded to any
         Lender, such Lender will return to the applicable Borrower, if no Event
         of Default has occurred and is continuing, an amount equal to the
         lesser of the indemnification payment or the refunded amount. A
         certificate as to any additional amount payable to any Lender or the
         Administrative Agent under this Section 2.14(E) submitted to the
         applicable Borrower and the Administrative Agent (if a Lender is so
         submitting) by such Lender or the Administrative Agent shall show in
         reasonable detail the amount payable and the calculations used to
         determine such amount and shall, absent manifest error, be final,
         conclusive and binding upon all parties hereto. With respect to such
         deduction or withholding for or on account of any Taxes and to confirm
         that all such Taxes have been paid to the appropriate Governmental
         Authorities, the applicable Borrower shall promptly (and in any event
         not later than thirty (30) days after receipt) furnish to each Lender
         and the Administrative Agent such certificates, receipts and other
         documents as may be required (in the reasonable judgment of such Lender
         or the Administrative Agent) to establish any tax credit to which such
         Lender or the Administrative Agent may be entitled.

                  (iv)     Within thirty (30) days after the date of any payment
         of Taxes or Other Taxes by the Company or any Subsidiary Borrower, the
         Company shall furnish to the Administrative Agent the original or a
         certified copy of a receipt evidencing payment thereof.

                  (v)      Without prejudice to the survival of any other
         agreement of the Company and the Subsidiary Borrowers hereunder, the
         agreements and obligations of the Borrowers contained in this Section
         2.14(E) shall survive the payment in full of all Obligations, the
         termination of the Letters of Credit and the termination of this
         Agreement.

                                       35
<PAGE>

                  (vi)     Each Lender (including any Replacement Lender or
         Purchaser) that is not created or organized under the laws of the
         United States of America or a political subdivision thereof (each a
         "Non-U.S. Lender") shall deliver to the Company and the Administrative
         Agent on or before the Closing Date, or, if later, the date on which
         such Lender becomes a Lender pursuant to Section 14.3 hereof (and from
         time to time thereafter upon the request of the Company or the
         Administrative Agent, but only for so long as such Non-U.S. Lender is
         legally entitled to do so), either (1) two (2) duly completed copies of
         either (A) IRS Form W-8BEN, or (B) IRS Form W-8ECI, or in either case
         an applicable successor form; or (2) in the case of a Non-U.S. Lender
         that is not legally entitled to deliver the forms listed in clause
         (vi)(1), (x) a certificate of a duly authorized officer of such
         Non-U.S. Lender to the effect that such Non-U.S. Lender is not (A) a
         "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a
         "10 percent shareholder" of the Company or any Subsidiary Borrower
         within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
         controlled foreign corporation receiving interest from a related person
         within the meaning of Section 881(c)(3)(C) of the Code (such
         certificate, an "Exemption Certificate") and (y) two (2) duly completed
         copies of IRS Form W-8BEN or applicable successor form. Each such
         Lender further agrees to deliver to the Company and the Administrative
         Agent from time to time a true and accurate certificate executed in
         duplicate by a duly authorized officer of such Lender in a form
         satisfactory to the Company and the Administrative Agent, before or
         promptly upon the occurrence of any event requiring a change in the
         most recent certificate previously delivered by it to the Company and
         the Administrative Agent pursuant to this Section 2.14(E)(vi). Further,
         each Lender which delivers a form or certificate pursuant to this
         clause (vi) covenants and agrees to deliver to the Company and the
         Administrative Agent within fifteen (15) days prior to the expiration
         of such form, for so long as this Agreement is still in effect, another
         such certificate and/or two (2) accurate and complete original
         newly-signed copies of the applicable form (or any successor form or
         forms required under the Code or the applicable regulations promulgated
         thereunder).

                  Each Lender shall promptly furnish to the Company and the
         Administrative Agent such additional documents as may be reasonably
         required by any Borrower or the Administrative Agent to establish any
         exemption from or reduction of any Taxes or Other Taxes required to be
         deducted or withheld and which may be obtained without undue expense to
         such Lender. Notwithstanding any other provision of this Section
         2.14(E), no Borrower shall be obligated to gross up any payments to any
         Lender pursuant to Section 2.14(E)(i), or to indemnify any Lender
         pursuant to Section 2.14(E)(iii), in respect of United States federal
         withholding taxes to the extent imposed as a result of (x) the failure
         of such Lender to deliver to the Company the form or forms and/or an
         Exemption Certificate, as applicable to such Lender, pursuant to
         Section 2.14(E)(vi), (y) such form or forms and/or Exemption
         Certificate not establishing a complete exemption from U.S. federal
         withholding tax or the information or certifications made therein by
         the Lender being untrue or inaccurate on the date delivered in any
         material respect, or (z) the Lender designating a successor Lending
         Installation at which it maintains its credit extensions hereunder
         which has the effect of causing such Lender to become obligated for tax
         payments in excess of those in effect immediately prior to such
         designation; provided, however, that the

                                       36
<PAGE>

         applicable Borrower shall be obligated to gross up any payments to any
         such Lender pursuant to Section 2.14(E)(i), and to indemnify any such
         Lender pursuant to Section 2.14(E)(iii), in respect of United States
         federal withholding taxes if (i) any such failure to deliver a form or
         forms or an Exemption Certificate or the failure of such form or forms
         or exemption certificate to establish a complete exemption from U.S.
         federal withholding tax or inaccuracy or untruth contained therein
         resulted from a change in any applicable statute, treaty, regulation or
         other applicable law or any interpretation of any of the foregoing
         occurring after the Closing Date, which change rendered such Lender no
         longer legally entitled to deliver such form or forms or Exemption
         Certificate or otherwise ineligible for a complete exemption from U.S.
         federal withholding tax, or rendered the information or the
         certifications made in such form or forms or Exemption Certificate
         untrue or inaccurate in any material respect, (ii) the redesignation of
         the Lender's Lending Installation was made at the request of the
         Company or (iii) the obligation to gross up payments to any such Lender
         pursuant to Section 2.14(E)(i), or to indemnify any such Lender
         pursuant to Section 2.14(E)(iii), is with respect to a Purchaser that
         becomes a Purchaser as a result of an assignment made at the request of
         the Company.

                  (vii)    Upon the request, and at the expense of the Company,
         each Lender to which any Borrower is required to pay any additional
         amount pursuant to this Section 2.14(E), shall reasonably afford the
         applicable Borrower the opportunity to contest, and shall reasonably
         cooperate with the applicable Borrower in contesting, the imposition of
         any Tax giving rise to such payment; provided, that (i) such Lender
         shall not be required to afford the applicable Borrower the opportunity
         to so contest unless the applicable Borrower shall have confirmed in
         writing to such Lender its obligation to pay such amounts pursuant to
         this Agreement; and (ii) the Company shall reimburse such Lender for
         its reasonable attorneys' and accountants' fees and disbursements
         incurred in so cooperating with the applicable Borrower in contesting
         the imposition of such Tax.

                  2.15.    Notification of Aggregate Commitment Reductions.
Promptly after receipt thereof, the Administrative Agent will notify each Lender
of the contents of each Aggregate Commitment reduction notice received by it
hereunder.

                  2.16.    Lending Installations. Each Lender will book its
Letters of Credit at the appropriate Lending Installation listed on the
administrative information sheets provided to the Administrative Agent in
connection herewith or such other Lending Installation designated by such Lender
in accordance with the final sentence of this Section 2.16. All terms of this
Agreement shall apply to any such Lending Installation. Each Lender may, by
written or facsimile notice to the Administrative Agent and the Company,
designate a Lending Installation for whose account payments of L/C Obligations
are to be made.

                  2.17.    Non-Receipt of Funds by the Administrative Agent.
Unless a Borrower notifies the Administrative Agent prior to the date on which
it is scheduled to make payment to the Administrative Agent of a payment of
principal, interest or fees to the Administrative Agent for the account of the
Lenders, that it does not intend to make such payment, the Administrative Agent
may assume that such payment has been made. The Administrative Agent may, but
shall

                                       37
<PAGE>

not be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. If the applicable Borrower has not
in fact made such payment to the Administrative Agent, the recipient of such
payment shall, on demand by the Administrative Agent, repay to the
Administrative Agent the amount so made available together with interest thereon
in respect of each day during the period commencing on the date such amount was
so made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to the interest rate
applicable to the relevant Obligation.

                  2.18.    Termination Date. This Agreement shall be effective
until the Termination Date. Notwithstanding the termination of this Agreement,
until (A) all financing arrangements among the Borrowers and the Lenders shall
have been terminated and (B) all of the Letters of Credit shall have expired,
been cancelled or terminated, or cash collateralized pursuant to the terms of
this Agreement or supported by a letter of credit acceptable to the
Administrative Agent (collectively, the "Termination Conditions"), all of the
rights and remedies under this Agreement and the other Loan Documents shall
survive.

                  2.19.    Replacement of Certain Lenders. In the event a Lender
("Affected Lender") shall have: (i) requested compensation from any Borrower
under Sections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other
additional costs incurred by such Lender which are not being incurred generally
by the other Lenders or (ii) has invoked Section 11.2; then, in any such case,
after engagement of one or more "Replacement Lenders" (as defined below) by the
Company and/or the Administrative Agent, the Company or the Administrative Agent
may make written demand on such Affected Lender (with a copy to the
Administrative Agent in the case of a demand by the Company and a copy to the
Company in the case of a demand by the Administrative Agent) for the Affected
Lender to assign, and such Affected Lender shall use commercially reasonable
efforts to assign pursuant to one or more duly executed Assignment Agreements
five (5) Business Days after the date of such demand, to one or more financial
institutions that comply with the provisions of Section 14.3(A) which the
Company or the Administrative Agent, as the case may be, shall have engaged for
such purpose ("Replacement Lender"), all of such Affected Lender's rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, its Commitment, all of its participation interests in
existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters
of Credit, and its obligation to participate in additional Letters of Credit
hereunder) in accordance with Section 14.3. The Administrative Agent agrees,
upon the occurrence of such events with respect to an Affected Lender and upon
the written request of the Company, to use its reasonable efforts to obtain the
commitments from one or more financial institutions to act as a Replacement
Lender. The Administrative Agent is authorized to execute one or more of such
assignment agreements as attorney-in-fact for any Affected Lender failing to
execute and deliver the same within five (5) Business Days after the date of
such demand. Further, with respect to such assignment the Affected Lender shall
have concurrently received, in cash, all amounts due and owing to the Affected
Lender hereunder or under any other Loan Document, including, without
limitation, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to
such Affected Lender and compensation payable under Section 2.14(C) in the event
of any replacement of any Affected Lender under clause (ii) or clause (iii) of
this Section 2.19; provided that upon such Affected Lender's replacement, such
Affected Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 11.7, as well
as to

                                       38
<PAGE>

any fees accrued for its account hereunder and not yet paid, and shall continue
to be obligated under Section 12.8.

                  2.20.    Subsidiary Borrowers. The Company may at any time or
from time to time, with the consent of the Administrative Agent add as a party
to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the
execution and delivery to the Administrative Agent and the Lenders of (a) a duly
completed Assumption Letter by such Subsidiary, with the written consent of the
Company at the foot thereof, (b) such guaranty and subordinated intercompany
indebtedness documents as may be reasonably required by the Administrative Agent
and such other opinions, documents, certificates or other items as may be
required by Section 5.2, such documents with respect to any additional
Subsidiaries to be substantially similar in form and substance to the Loan
Documents executed on or about the Closing Date by the Subsidiaries parties
hereto as of the Closing Date. Upon such execution, delivery and consent such
Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as
fully as if it had executed and delivered this Agreement. So long as all Letters
of Credit issued for the account of such Subsidiary Borrower have expired or
been returned and terminated and all other obligations of such Subsidiary
Borrower under this Agreement shall have been fully performed, the Company may,
by not less than five (5) Business Days' prior notice to the Administrative
Agent (which shall promptly notify the Lenders thereof), terminate such
Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative
Agent shall give the Lenders written notice of the addition of any Subsidiary
Borrowers to this Agreement.

                  2.21.    Judgment Currency. If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due from any Borrower
hereunder in the currency expressed to be payable herein (the "specified
currency") into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative
Agent could purchase the specified currency with such other currency at the
Administrative Agent's main office in Chicago, Illinois on the Business Day
preceding that on which the final, non-appealable judgment is given. The
obligations of each Borrower in respect of any sum due to any Lender, any
Issuing Bank or the Administrative Agent hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Lender, such
Issuing Bank or the Administrative Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender, such Issuing Bank or
the Administrative Agent (as the case may be) may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the
sum originally due to such Lender, such Issuing Bank or the Administrative
Agent, as the case may be, in the specified currency, each Borrower agrees, to
the fullest extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to reimburse such Lender, such Issuing Bank
or the Administrative Agent, as the case may be, for any such loss; and if no
Default or Unmatured Default shall have occurred and is continuing and the
amount of the specified currency so purchased exceeds (a) the sum originally due
to any Lender, any Issuing Bank or the Administrative Agent, as the case may be,
in the specified currency and (b) any amounts shared with other Lenders as a
result of allocations of such excess as a disproportionate payment to such
Lender or Issuing Bank under Section 14.2, such Lender, such Issuing Bank or the
Administrative Agent, as the case may be, agrees to remit such excess to such
Borrower.

                                       39
<PAGE>

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

                  3.1.     Obligation to Issue Letters of Credit. Subject to the
terms and conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrowers herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Company or any Subsidiary Borrower
through such Issuing Bank's branches as it and the Company may jointly agree,
one or more Letters of Credit denominated in an Agreed Currency in accordance
with this Article III, from time to time during the period, commencing on the
Closing Date and ending on the fifth (5th) Business Day prior to the Termination
Date; provided, however, if an Issuing Bank is requested to issue Letters of
Credit with respect to a jurisdiction such Issuing Bank deems, in its sole
discretion, may at any time subject it to a New Money Credit Event, the Company
shall, at the request of such Issuing Bank, guaranty and indemnify such Issuing
Bank against any and all costs, liabilities and losses resulting from any New
Money Credit Event in a form and substance satisfactory to such Issuing Bank.
The parties hereto acknowledge and agree that only Performance Letters of Credit
(as reasonably determined by the applicable Issuing Bank as issuer thereof)
shall be eligible as Letters of Credit hereunder and no other type of letter of
credit or Bank Undertaking may be issued hereunder.

                  3.2.     [Reserved].

                  3.3.     Types and Amounts. No Issuing Bank shall have any
obligation to and no Issuing Bank shall:

                  (i)      issue (or amend) any Letter of Credit if on the date
         of issuance (or amendment), before or after giving effect to the Letter
         of Credit requested hereunder, the Dollar Amount of the L/C Obligations
         at such time would exceed the Adjusted Aggregate Commitment at such
         time (as such amount may be increased from time to time as provided in
         Section 2.5(C)) calculated as of the date of issuance of any Letter of
         Credit; or

                  (ii)     issue (or amend) any Letter of Credit which has an
         expiration date later than the date which is five (5) Business Days
         immediately preceding the Termination Date; provided, that any Letter
         of Credit may provide for the renewal thereof for additional periods
         (which in no event shall extend beyond the fifth (5th) Business Day
         prior to the Termination Date).

                  3.4.     Conditions. In addition to being subject to the
satisfaction of the conditions contained in Sections 5.1, 5.2 and 5.3, the
obligation of an Issuing Bank to issue any Letter of Credit is subject to the
satisfaction in full of the following conditions:

                  (i)      the applicable Borrower shall have delivered to the
         applicable Issuing Bank (at such times and in such manner as such
         Issuing Bank may reasonably prescribe) and the Administrative Agent, a
         request for issuance of such Letter of Credit in substantially the form
         of Exhibit C hereto, duly executed applications for such Letter of
         Credit and such other documents, instructions and agreements as may be
         required pursuant to the terms thereof (all such applications,
         documents, instructions, and agreements being referred to herein as the
         "L/C Documents"), and

                                       40
<PAGE>

            the proposed Letter of Credit shall be reasonably satisfactory to
            such Issuing Bank as to form and content; and

                  (ii)     as of the date of issuance no order, judgment or
            decree of any court, arbitrator or Governmental Authority shall
            purport by its terms to enjoin or restrain the applicable Issuing
            Bank from issuing such Letter of Credit and no law, rule or
            regulation applicable to such Issuing Bank and no request or
            directive (whether or not having the force of law) from a
            Governmental Authority with jurisdiction over such Issuing Bank
            shall prohibit or request that such Issuing Bank refrain from the
            issuance of Letters of Credit generally or the issuance of that
            Letter of Credit.

                  3.5.     Procedure for Issuance of Letters of Credit.

                  (A)      Issuance. Subject to the terms and conditions of this
         Article III and provided that the applicable conditions set forth in
         Sections 5.1, 5.2 and 5.3 hereof have been satisfied, the applicable
         Issuing Bank shall, on the requested date, issue a Letter of Credit for
         the account of the Company or a Subsidiary Borrower, as applicable in
         accordance with such Issuing Bank's usual and customary business
         practices and, in this connection, such Issuing Bank may assume that
         the applicable conditions set forth in Section 5.3 hereof have been
         satisfied unless it shall have received notice to the contrary from the
         Administrative Agent or a Lender or has knowledge that the applicable
         conditions have not been met. To the extent that there shall be any
         conflict between the provisions of any L/C Document and the provisions
         of this Agreement, the provisions of this Agreement shall prevail.

                  (B)      Notice. The applicable Issuing Bank shall give the
         Administrative Agent written or telex notice, or telephonic notice
         confirmed promptly thereafter in writing, of the issuance of a Letter
         of Credit, provided, however, that the failure to provide such notice
         shall not result in any liability on the part of such Issuing Bank.

                  (C)      No Amendment. No Issuing Bank shall extend or amend
         any Letter of Credit unless the requirements of this Section 3.5 are
         met as though a new Letter of Credit was being requested and issued.

                  3.6.     Letter of Credit Participation. On the date of this
Agreement, with respect to the Letters of Credit identified in Section 3.2, and
immediately upon the issuance of each Letter of Credit hereunder, each Lender
shall be deemed to have automatically, irrevocably and unconditionally purchased
and received from the applicable Issuing Bank an undivided interest and
participation in and to such Letter of Credit, the obligations of the applicable
Borrower in respect thereof, and the liability of such Issuing Bank thereunder
(collectively, an "L/C Interest") in an amount equal to the Dollar Amount
available for drawing under such Letter of Credit multiplied by such Lender's
Pro Rata Share. Each Issuing Bank will notify the Administrative Agent and each
Lender promptly upon presentation to it of an L/C Draft or upon any other draw
under a Letter of Credit, which notice shall also state the Agreed Currency and
face amount of such L/C Draft or other draw. On the Business Day on which an
Issuing Bank makes payment of each such L/C Draft or, in the case of any other
draw on a Letter of Credit, on demand by the Administrative Agent or the
applicable Issuing Bank, each Lender shall make payment to the

                                       41
<PAGE>

Administrative Agent, for the account of the applicable Issuing Bank, in
immediately available funds in Dollars in an amount (to the extent such amount
has not been timely reimbursed by the Borrowers pursuant to Section 3.7) equal
to such Lender's Pro Rata Share of the Dollar Amount of such payment or draw.
The obligation of each Lender to reimburse the Issuing Banks under this Section
3.6 shall be unconditional, continuing, irrevocable and absolute. In the event
that any Lender fails to make payment to the Administrative Agent of any amount
due under this Section 3.6, the Administrative Agent shall be entitled to
receive, retain and apply against such obligation the principal and interest
otherwise payable to such Lender hereunder until the Administrative Agent
receives such payment from such Lender or such obligation is otherwise fully
satisfied; provided, however, that nothing contained in this sentence shall
relieve such Lender of its obligation to reimburse the applicable Issuing Bank
for such amount in accordance with this Section 3.6.

                  3.7.     Reimbursement Obligation. Each of the Borrowers agree
unconditionally, irrevocably and absolutely to pay immediately to the
Administrative Agent, for the account of the Lenders, the amount of each advance
drawn under or pursuant to a Letter of Credit issued to it or an L/C Draft
related thereto (such obligation of such Borrower to reimburse the
Administrative Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "Reimbursement Obligation" with respect to
such Letter of Credit or L/C Draft), each such reimbursement to be made by the
applicable Borrower no later than the Business Day on which the applicable
Issuing Bank makes payment of each such L/C Draft or, if the applicable Borrower
shall have received notice of a Reimbursement Obligation later than 12:00 p.m.
(Chicago time), on any Business Day or on a day which is not a Business Day, no
later than 12:00 p.m. (Chicago time), on the immediately following Business Day
or, in the case of any other draw on a Letter of Credit, the date specified in
the demand of such Issuing Bank. If any Borrower at any time fails to repay a
Reimbursement Obligation at the time specified in the preceding sentence, then
such Reimbursement Obligation shall bear interest from and after such day, until
paid in full, at the sum of (i) the Alternate Base Rate plus (ii) Applicable
Floating Rate Margin then in effect (or, in the case of a Reimbursement
Obligation denominated in an Agreed Currency other than Dollars, at the rate
determined by the applicable Issuing Bank in good faith to represent such
Issuing Bank's cost of overnight or short-term funds in the applicable Agreed
Currency plus the then effective Applicable Eurodollar Margin) plus (iii) if
instituted in accordance with Section 2.10, two percent (2.00%) per annum. The
Borrowers agree to indemnify each Issuing Bank against any loss or expense
determined by such Issuing Bank in good faith to have resulted from any
conversion pursuant to this Section 3.7 by reason of the inability of such
Issuing Bank to convert the Dollar Amount received from the applicable Borrower
or from the Lenders, as applicable, into an amount in the applicable Agreed
Currency of such Letter of Credit equal to the amount of such Reimbursement
Obligation.

                  3.8.     Letter of Credit Fees. The Borrowers agree to pay:

                  (i)      quarterly, in arrears, to the Administrative Agent
         for the ratable benefit of the Lenders, a letter of credit fee at a
         rate per annum equal to the Applicable L/C Fee Percentage on the
         average daily outstanding Dollar Amount available for drawing under all
         Letters of Credit;

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<PAGE>

                  (ii)     quarterly, in arrears, to the applicable Issuing
             Bank, a letter of credit fronting fee equal to 0.125% per annum on
             the average daily outstanding stated amount available for drawing
             under all Letters of Credit issued by such Issuing Bank; and

                  (iii)    to the applicable Issuing Bank, all customary fees
             and other issuance, amendment, cancellation, document examination,
             negotiation, transfer and presentment expenses and related charges
             in connection with the issuance, amendment, cancellation,
             presentation of L/C Drafts, negotiation, transfer and the like
             customarily charged by such Issuing Banks with respect to
             Performance Letters of Credit, including, without limitation,
             standard commissions, payable at the time of invoice of such
             amounts.

                  3.9.     Borrower and Issuing Bank Reporting Requirements. The
Company shall, at any time as requested by the Administrative Agent or the
Required Lenders but in any event no later than the tenth Business Day following
the last day of each month, provide to the Administrative Agent schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
(i) the date of issue, account party, Agreed Currency and amount in such Agreed
Currency, Issuing Bank, expiration date and the reference number of each Letter
of Credit issued hereunder and outstanding at any time during such month and
(ii) the comparable information and details for each other letter of credit
issued for the account of the Company or any Subsidiary and outstanding at the
end of such month. In addition to the notices required by Section 3.5(B), each
Issuing Bank shall, at any time as requested by the Administrative Agent or the
Required Lenders but in any event no later than the tenth Business Day following
the last day of each month, provide to the Administrative Agent schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
the date of issue, account party, Agreed Currency and amount in such Agreed
Currency, expiration date and the reference number of each Letter of Credit
issued by it outstanding at any time during such month and the aggregate amount
payable by the applicable Borrower during such month. In addition, upon the
request of the Administrative Agent, each Issuing Bank shall furnish to the
Administrative Agent copies of any Letter of Credit and any application for or
reimbursement agreement with respect to a Letter of Credit to which the Issuing
Bank is party and such other documentation as may reasonably be requested by the
Administrative Agent. Upon the request of any Lender, the Administrative Agent
will provide to such Lender information concerning such Letters of Credit as the
Administrative Agent has received from the Issuing Banks.

                  3.10.    Indemnification; Exoneration.

                  (A)      Indemnification. In addition to amounts payable as
         elsewhere provided in this Article III, each Borrower hereby agrees to
         protect, indemnify, pay and save harmless the Administrative Agent,
         each Issuing Bank and each Lender from and against any and all
         liabilities and costs which the Administrative Agent, such Issuing Bank
         or such Lender may incur or be subject to in any way directly connected
         with (i) the issuance of any Letter of Credit other than, in the case
         of the applicable Issuing Bank, as a result of its Gross Negligence or
         willful misconduct of such Issuing Bank, as determined by the final
         judgment of a court of competent jurisdiction, or (ii) the failure of
         the applicable Issuing Bank to honor a drawing under a Letter of Credit
         as a result of any

                                       43
<PAGE>

         act or omission, whether rightful or wrongful, of any present or future
         de jure or de facto Governmental Authority (all such acts or omissions
         herein called "Governmental Acts").

                  (B)      Risk Assumption. As among the Borrowers, the Lenders,
         the Administrative Agent and the Issuing Banks, the Borrowers assume
         all risks of the acts and omissions of, or misuse of such Letter of
         Credit by, the beneficiary of any Letters of Credit. In furtherance and
         not in limitation of the foregoing, subject to the provisions of the
         Letter of Credit applications and Letter of Credit reimbursement
         agreements executed by the Borrowers at the time of request for any
         Letter of Credit, neither the Administrative Agent, any Issuing Bank
         nor any Lender shall be responsible (in the absence of Gross Negligence
         or willful misconduct in connection therewith, as determined by the
         final judgment of a court of competent jurisdiction): (i) for the form,
         validity, sufficiency, accuracy, genuineness or legal effect of any
         document submitted by any party in connection with the application for
         and issuance of the Letters of Credit, even if it should in fact prove
         to be in any or all respects invalid, insufficient, inaccurate,
         fraudulent or forged; (ii) for the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign a Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, which may prove to be invalid or
         ineffective for any reason; (iii) for failure of the beneficiary of a
         Letter of Credit to comply duly with conditions required in order to
         draw upon such Letter of Credit; (iv) for errors, omissions,
         interruptions or delays in transmission or delivery of any messages, by
         mail, cable, telegraph, telex, or other similar form of
         teletransmission or otherwise; (v) for errors in interpretation of
         technical trade terms; (vi) for any loss or delay in the transmission
         or otherwise of any document required in order to make a drawing under
         any Letter of Credit or of the proceeds thereof; (vii) for the
         misapplication by the beneficiary of a Letter of Credit of the proceeds
         of any drawing under such Letter of Credit; and (viii) for any
         consequences arising from causes beyond the control of the
         Administrative Agent, the Issuing Banks and the Lenders, including,
         without limitation, any Governmental Acts. None of the above shall
         affect, impair, or prevent the vesting of any Issuing Bank's rights or
         powers under this Section 3.10.

                  (C)      No Liability. In furtherance and extension and not in
         limitation of the specific provisions hereinabove set forth, any action
         taken or omitted by any Issuing Bank under or in connection with the
         Letters of Credit or any related certificates shall not, in the absence
         of Gross Negligence or willful misconduct of such Issuing Bank, as
         determined by the final judgment of a court of competent jurisdiction,
         put the applicable Issuing Bank, the Administrative Agent or any Lender
         under any resulting liability to any Borrower or relieve any Borrower
         of any of its obligations hereunder to any such Person.

                  (D)      Survival of Agreements and Obligations. Without
         prejudice to the survival of any other agreement of the Borrowers
         hereunder, the agreements and obligations of the Borrowers contained in
         this Section 3.10 shall survive the payment in full of principal and
         interest hereunder, the termination of the Letters of Credit and the
         termination of this Agreement.

                  3.11.    Market Disruption. Notwithstanding the satisfaction
of all conditions referred to in Article II, Article III and Article V with
respect to any Letter of Credit to be issued

                                       44
<PAGE>

in any Agreed Currency other than Dollars, if there shall occur on or prior to
the date of issuance of such Letter of Credit any Market Disruption, then the
Administrative Agent shall forthwith give notice thereof to the Borrowers, the
Issuing Bank and the Lenders, and such Letter of Credit shall not be denominated
in such Agreed Currency but shall be made on the date of issuance of such Letter
of Credit in Dollars, in a face amount equal to the Dollar Amount of the face
amount specified in the related request or application for such Letter of
Credit, unless the Borrower notifies the Administrative Agent at least one
Business Day before such date that (i) it elects not to request the issuance of
such Letter of Credit on such date or (ii) it elects to have such Letter of
Credit issued on such date in a different Agreed Currency, as the case may be,
in which the denomination of such Letter of Credit would in the opinion of the
applicable Issuing Bank, the Administrative Agent and the Required Lenders be
practicable and in a face amount equal to the Dollar Amount of the face amount
specified in the related request or application for such Letter of Credit, as
the case may be.

                  3.12.    L/C Collateral Account. The Company agrees that it
will, as required by Sections 2.4(iii) or 9.1 and until the final expiration
date of any Letter of Credit and thereafter as long as any amount is payable to
the Issuing Banks or the Lenders in respect of any Letter of Credit, maintain a
special collateral account pursuant to arrangements satisfactory to the
Administrative Agent (the "L/C Collateral Account") at the Administrative
Agent's office at the address specified pursuant to Article XV, in the name of
the Company but under the sole dominion and control of the Administrative Agent,
for the benefit of the Administrative Agent, the Issuing Banks and the Lenders
and in which the Company shall have no interest other than as set forth in
Sections 2.4(iii) or 9.1. The Company hereby pledges, assigns and grants to the
Administrative Agent, on behalf of and for the ratable benefit of the
Administrative Agent, the Issuing Banks and the Lenders, a security interest in
all of the Company's right, title and interest in and to all funds which may
from time to time be on deposit in the L/C Collateral Account to secure the
prompt and complete payment and performance of the Obligations. The
Administrative Agent will invest any funds on deposit from time to time in the
L/C Collateral Account in certificates of deposit of Bank One having a maturity
not exceeding thirty (30) days. Nothing in this Section 3.12 shall either
obligate the Administrative Agent to require the Company to deposit any funds in
the L/C Collateral Account or limit the right of the Administrative Agent to
release any funds held in the L/C Collateral Account in each case other than as
required by Sections 2.4(iii) or 9.1.

                       ARTICLE IV: CHANGE IN CIRCUMSTANCES

                  4.1.     Yield Protection.

                  (A)      Yield Protection. If any law or any governmental or
         quasi-governmental rule, regulation, policy, guideline or directive
         (whether or not having the force of law) adopted after the date of this
         Agreement and having general applicability to all banks within the
         jurisdiction in which such Lender operates (excluding, for the
         avoidance of doubt, the effect of and phasing in of capital
         requirements or other regulations or guidelines passed prior to the
         date of this Agreement), or any interpretation or application thereof
         by any Governmental Authority charged with the interpretation or
         application thereof, or the compliance of any Lender therewith,

                                       45
<PAGE>

                  (i)      subjects any Lender or any applicable Lending
              Installation to any tax, duty, charge or withholding on or from
              payments due from any Borrower (excluding taxation of the overall
              net income of any Lender or taxation of a similar basis, which are
              governed by Section 2.14(E)), or changes the basis of taxation of
              payments to any Lender in respect of its Commitment, its L/C
              Interests, the Letters of Credit or other amounts due it
              hereunder, or

                  (ii)     imposes or increases or deems applicable any reserve,
              assessment, insurance charge, special deposit or similar
              requirement against assets of, deposits with or for the account
              of, or credit extended by, any Lender or any applicable Lending
              Installation with respect to its Commitment, L/C Interests or the
              Letters of Credit, or

                  (iii)    imposes any other condition the result of which is to
              increase the cost to any Lender or any applicable Lending
              Installation of making, funding or maintaining its Commitment, the
              L/C Interests or the Letters of Credit or reduces any amount
              receivable by any Lender or any applicable Lending Installation in
              connection with its Commitment, or Letters of Credit, or requires
              any Lender or any applicable Lending Installation to make any
              payment calculated by reference to the amount of Commitment or L/C
              Interests held or interest received by it or by reference to the
              Letters of Credit, by an amount deemed material by such Lender;

         and the result of any of the foregoing is to increase the cost to that
         Lender of making, renewing or maintaining its Commitment, L/C
         Interests, or Letters of Credit or to reduce any amount received under
         this Agreement, then, within fifteen (15) days after receipt by the
         Company or any other Borrower of written demand by such Lender pursuant
         to Section 4.5, the applicable Borrowers shall pay such Lender that
         portion of such increased expense incurred or reduction in an amount
         received which such Lender determines is attributable to making,
         funding and maintaining its L/C Interests, Letters of Credit and its
         Commitment.

                  (B)      Non-U.S. Reserve Costs or Fees With Respect to
         Letters of Credit to Borrowers. If any law or any governmental or
         quasi-governmental rule, regulation, policy, guideline or directive of
         any jurisdiction outside of the United States of America or any
         subdivision thereof (whether or not having the force of law), imposes
         or deems applicable any reserve requirement against or fee with respect
         to assets of, deposits with or for the account of, or credit extended
         by, any Lender, any Issuing Bank or any applicable Lending
         Installation, and the result of the foregoing is to increase the cost
         to such Lender, such Issuing Bank or applicable Lending Installation of
         issuing a Letter of Credit in an Agreed Currency other than Dollars for
         the benefit of, any Borrower or its Commitment to any Borrower or to
         reduce the return received by such Lender, such Issuing Bank or
         applicable Lending Installation in connection with such Letters of
         Credit to or for the benefit of any Borrower or Commitment to any
         Borrower, then, within 15 days of demand by such Lender or such Issuing
         Bank, such Borrower shall pay such Lender or such Issuing Bank, as
         applicable, such additional amount or amounts as will compensate such
         Lender or such Issuing Bank for such increased cost or reduction in
         amount received.

                                       46
<PAGE>

                  4.2.     Changes in Capital Adequacy Regulations. If a Lender
determines (i) the amount of capital required or expected to be maintained by
such Lender, any Lending Installation of such Lender or any corporation
controlling such Lender is increased as a result of a "Change" (as defined
below), and (ii) such increase in capital will result in an increase in the cost
to such Lender of maintaining its Commitment, L/C Interests, the Letters of
Credit then, within fifteen (15) days after receipt by the Company or any other
Borrower of written demand by such Lender pursuant to Section 4.5, the
applicable Borrowers shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Commitment,
its L/C Interests, the Letters of Credit (after taking into account such
Lender's policies as to capital adequacy). "Change" means (i) any change after
the date of this Agreement in the "Risk-Based Capital Guidelines" (as defined
below) excluding, for the avoidance of doubt, the effect of any phasing in of
such Risk-Based Capital Guidelines or any other capital requirements passed
prior to the Closing Date, or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

                  4.3.     [Reserved].

                  4.4.     [Reserved].

                  4.5.     Survival of Indemnity. If reasonably possible, each
Lender shall designate an alternate Lending Installation to reduce any liability
of any Borrower to such Lender under Sections 2.14(E), 4.1 or 4.2 so long as
such designation is not, in the judgment of the Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Company (with a copy to the Administrative Agent) as to the amount due, if any,
under Sections 2.14(E), 4.1 or 4.2 and shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be prima
facie evidence thereof and binding on the Borrowers in the absence of manifest
error. Unless otherwise provided herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the
applicable Borrower of such statement. The obligations of the Company and the
other Borrowers under Sections 2.14(E), 4.1 and 4.2 shall survive payment of the
Obligations and termination of this Agreement.

                        ARTICLE V: CONDITIONS PRECEDENT

                  5.1.     Initial Letters of Credit. The Lenders shall not be
required to issue any Letters of Credit unless, on or prior to the Closing Date,
the Borrowers have furnished to the

                                       47
<PAGE>

Administrative Agent each of the following, with sufficient copies (if
applicable) for the Lenders, all in form and substance satisfactory to the
Administrative Agent and the Lenders:

                  (i)      Copies of the Certificate of Incorporation or
         comparable charter documents of each of the Borrowers as of the Closing
         Date, together with all amendments and a certificate of good standing,
         both certified as of a recent date by the appropriate governmental
         officer in its jurisdiction of incorporation;

                  (ii)     Copies, certified by the Secretary or Assistant
         Secretary of each of the Borrowers of their respective By-Laws or
         comparable governance documents and of their respective Board of
         Directors' resolutions authorizing the execution of the Loan Documents
         entered into by it;

                  (iii)    An incumbency certificate, executed by the Secretary
         or Assistant Secretary of each of the Borrowers, which shall identify
         by name and title and bear the signature of the officers of the
         applicable Borrower authorized to sign the Loan Documents and, of the
         applicable Borrower to make borrowings hereunder, upon which
         certificate the Lenders shall be entitled to rely until informed of any
         change in writing by the Company;

                  (iv)     A certificate, in form and substance satisfactory to
         the Administrative Agent, signed by an Authorized Officer of the
         Company, certifying that on the date of this Agreement (a) all the
         representations in this Agreement are true and correct (unless such
         representation and warranty is made as of a specific date, in which
         case, such representation and warranty shall be true and correct as of
         such date), (b) no Default or Unmatured Default has occurred and is
         continuing, and (c) there exists no injunction or temporary restraining
         order which would prohibit the issuance of the Letters of Credit or the
         consummation of the other transactions contemplated by the Loan
         Documents or any litigation seeking such an injunction or restraining
         order;

                  (v)      The written opinions of the Borrowers' and
         Guarantors' General Counsel, and of the Company's Dutch counsel,
         addressed to the Administrative Agent and the Lenders, in substantially
         the forms attached hereto as Exhibit E-1 and Exhibit E-2, respectively;

                  (vi)     A duly executed copy of the Three-Year Credit
         Agreement and such other documents as the Administrative Agent or its
         counsel may have reasonably requested, including, without limitation,
         all of the documents reflected on the List of Closing Documents
         attached as Exhibit E-3 to this Agreement;

                  (vii)    Evidence satisfactory to the Administrative Agent of
         the payment, prior to or simultaneously with the initial Letter of
         Credit issued hereunder, of all principal, interest, fees and premiums,
         if any, on all loans and other credit extensions outstanding under the
         Existing Credit Agreements, and the termination of the applicable
         agreements relating to the foregoing (except for those provisions which
         expressly survive the termination thereof); and

                                       48
<PAGE>

                  (viii)   Evidence satisfactory to (a) the Administrative Agent
         that the Company has paid or caused to be paid to the Administrative
         Agent and BOCM the fees (including, without limitation, the upfront
         fees payable to the Lenders) agreed to in the fee letter dated May 29,
         2003, among the Administrative Agent, BOCM and the Company and (b) the
         Syndication Agent that the Company has paid or caused to be paid to the
         Syndication Agent and BAS the fees agreed to in the fee letter dated
         May 28, 2003 among the Syndication Agent, BAS and the Company.

                  5.2.     Initial Letter of Credit For the Account of Each New
Subsidiary Borrower. No Lender shall be required to purchase participations in
Letters of Credit, no Issuing Bank shall be required to issue a Letter of Credit
hereunder, in each case, to a new Subsidiary Borrower added after the Closing
Date unless the Company has furnished or caused to be furnished to the
Administrative Agent with sufficient copies for the Lenders:

                  (i)      The Assumption Letter executed and delivered by such
         Subsidiary Borrower and containing the written consent of the Company
         at the foot thereof, as contemplated by Section 2.20;

                  (ii)     Copies, certified by the Secretary, Assistant
         Secretary, Director or Officer of the Subsidiary Borrower, of its Board
         of Directors' resolutions (and/or resolutions of other bodies, if any
         are deemed necessary by the Administrative Agent) approving the
         Assumption Letter;

                  (iii)    An incumbency certificate, executed by the Secretary,
         Assistant Secretary, Director or Officer of the Subsidiary Borrower,
         which shall identify by name and title and bear the signature of the
         officers of such Subsidiary Borrower authorized to sign the Assumption
         Letter and the other documents to be executed and delivered by such
         Subsidiary Borrower hereunder, upon which certificate the
         Administrative Agent and the Lenders shall be entitled to rely until
         informed of any change in writing by the Company;

                  (iv)     An opinion of counsel to such Subsidiary Borrower,
         substantially in the form of Exhibit E-4 hereto or, in the case of a
         new non-domestic Subsidiary Borrower, in a form reasonably acceptable
         to the Administrative Agent;

                  (v)      Guaranty documentation, if applicable, from such
         Subsidiary Borrower in form and substance acceptable to the
         Administrative Agent as required pursuant to Section 7.2(K);

                  (vi)     With respect to the initial Letter of Credit issued
         for the account of any Subsidiary Borrower organized under the laws of
         England and Wales (or any other jurisdiction where filings are required
         in order for amounts payable under this Agreement to be exempt from
         applicable withholding or other taxes), the Administrative Agent shall
         have received originals and/or copies, as applicable, of all filings
         required to be made and such other evidence as the Administrative Agent
         may require establishing to the Administrative Agent's satisfaction
         that each Lender and Issuing Bank is entitled to receive payments under
         the Loan Documents without

                                       49
<PAGE>

             deduction or withholding of any English (or other applicable
             jurisdictions) taxes or with such deductions and withholding of
             English (or other applicable jurisdictions) taxes as may be
             acceptable to the Administrative Agent.

                  5.3.     Each Letter of Credit. The Lenders shall not be
required to issue any Letter of Credit, unless on the date on which the Letter
of Credit is to be issued:

                  (A)      No Defaults. There exists no Default or Unmatured
         Default;

                  (B)      Representations and Warranties. All of the
         representations and warranties contained in Article VI are true and
         correct as of such issuance date (unless such representation and
         warranty is made as of a specific date, in which case, such
         representation and warranty shall be true and correct as of such date)
         except for changes in the Schedules to this Agreement reflecting
         transactions permitted by or not in violation of this Agreement; and

                  (C)      Maximum Amounts. The L/C Obligations do not, and
         after issuing such Letter of Credit would not, exceed the Adjusted
         Aggregate Commitment.

         Each letter of credit application with respect to each Letter of Credit
shall constitute a representation and warranty by the Borrowers that the
conditions contained in Sections 5.3(A), (B) and (C) have been satisfied. Any
Lender may require a duly completed officer's certificate in substantially the
form of Exhibit F hereto and/or a duly completed compliance certificate in
substantially the form of Exhibit G hereto as a condition to issuing a Letter of
Credit.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

                  In order to induce the Administrative Agent and the Lenders to
enter into this Agreement and to issue the Letters of Credit and make the other
financial accommodations to the Borrowers, the Company represents and warrants
as follows to each Lender and the Administrative Agent as of the Closing Date,
giving effect to the consummation of the transactions contemplated by the Loan
Documents on the Closing Date, and thereafter on each date as required by
Section 5.2, and 5.3:

                  6.1.     Organization; Corporate Powers. The Company and each
of its Subsidiaries (i) is a corporation, limited liability company or
partnership that is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (ii) is duly qualified to do
business as a foreign entity and is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing could not
reasonably be expected to have a Material Adverse Effect, and (iii) has all
requisite power and authority to own, operate and encumber its property and to
conduct its business as presently conducted and as proposed to be conducted

                  6.2.     Authority, Execution and Delivery; Loan Documents.

                  (A)      Power and Authority. Each of the Loan Parties has the
         requisite power and authority to execute, deliver and perform each of
         the Loan Documents which are to be executed by it as required by this
         Agreement and the other Loan Documents and (ii) to

                                       50
<PAGE>

         file the Loan Documents which must be filed by it as required by this
         Agreement, the other Loan Documents or otherwise with any Governmental
         Authority.

                  (B)      Execution and Delivery. The execution, delivery,
         performance and filing, as the case may be, of each of the Loan
         Documents as required by this Agreement or otherwise and to which any
         Loan Party is party, and the consummation of the transactions
         contemplated thereby, have been duly approved by the respective boards
         of directors and, if necessary, the shareholders of the applicable Loan
         Parties, and such approvals have not been rescinded.

                  (C)      Loan Documents. Each of the Loan Documents to which
         the Company or any of its Subsidiaries is a party has been duly
         executed, delivered or filed, as the case may be, by it and constitutes
         its legal, valid and binding obligation, enforceable against it in
         accordance with its terms (except as enforceability may be limited by
         bankruptcy, insolvency, or similar laws affecting the enforcement of
         creditors' rights generally), is in full force and effect and no
         material term or condition thereof has been amended, modified or waived
         from the terms and conditions contained in the Loan Documents delivered
         to the Administrative Agent pursuant to Section 5.1 without the prior
         written consent of the Administrative Agent, and the Company and its
         Subsidiaries have, and, to the best of the Company's and its
         Subsidiaries' knowledge, all other parties thereto have, performed and
         complied with all the terms, provisions, agreements and conditions set
         forth therein and required to be performed or complied with by such
         parties, and no unmatured default, default or breach of any covenant by
         any such party exists thereunder.

                  6.3.     No Conflict; Governmental Consents. The execution,
delivery and performance of each of the Loan Documents to which each of the Loan
Parties is a party do not and will not (i) conflict with the certificate or
articles of incorporation or by-laws of such Loan Party, (ii) constitute a
tortious interference with any Contractual Obligation of any Person or conflict
with, result in a breach of or constitute (with or without notice or lapse of
time or both) a default under any Requirement of Law or Contractual Obligation
of any such Loan Party, or require termination of any Contractual Obligation,
(iii) result in or require the creation or imposition of any Lien whatsoever
upon any of the property or assets of the Company or any of its Subsidiaries,
other than Liens permitted or created by the Loan Documents, or (iv) require any
approval of any Loan Party's Board of Directors or shareholders except such as
have been obtained. The execution, delivery and performance of each of the Loan
Documents to which the Company or any of its Subsidiaries is a party do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by any Governmental Authority, except filings, consents
or notices which have been made, obtained or given, or which, if not made,
obtained or given, individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

                  6.4.     Financial Statements.

                  (A)      Pro Forma Financials. The combined pro forma balance
         sheet, income statements and statements of cash flow of the Company and
         its Subsidiaries, copies of which are attached hereto as Schedule 6.4
         to this Agreement, present on a pro forma basis the financial condition
         of the Company and such Subsidiaries as of such date, and

                                       51
<PAGE>

         demonstrate that the Company and its Subsidiaries can repay their debts
         and satisfy their other obligations as and when due, and can comply
         with the requirements of this Agreement. The projections and
         assumptions expressed in the pro forma financials referenced in this
         Section 6.4(A) were prepared in good faith and represent management's
         opinion based on the information available to the Company at the time
         so furnished and, since the preparation thereof and up to the Closing
         Date, there has occurred no change in the business, financial
         condition, operations, or prospects of the Company or any of its
         Subsidiaries, or the Company and its Subsidiaries taken as a whole,
         which has had or could reasonably be expected to have a Material
         Adverse Effect.

                  (B)      Audited Financial Statements. Complete and accurate
         copies of the audited financial statements and the audit reports
         related thereto of the Company and its consolidated Subsidiaries as at
         December 31, 2002 have been delivered to the Administrative Agent and
         such financial statements were prepared in accordance with generally
         accepted accounting principles in effect on the date such statements
         were prepared and fairly present the consolidated financial condition
         and operations of the Company and its Subsidiaries at such date and the
         consolidated results of their operations for the period then ended.

                  (C)      Interim Financial Statements. Complete and accurate
         copies of the unaudited financial statements of the Company and its
         consolidated Subsidiaries as at March 31, 2003 have been delivered to
         the Administrative Agent and such financial statements were prepared in
         accordance with generally accepted accounting principles in effect on
         the date such statements were prepared and fairly present the
         consolidated financial condition and operations of the Company and its
         Subsidiaries at such date and the consolidated results of their
         operations for the period then ended, subject to normal year-end audit
         adjustments.

                  6.5.     No Material Adverse Change. Since December 31, 2002,
there has occurred no change in the business, properties, condition (financial
or otherwise), performance, results of operations or prospects of the Company,
any other Borrower or the Company and its Subsidiaries taken as a whole, or any
other event which has had or could reasonably be expected to have a Material
Adverse Effect.

                  6.6.     Taxes.

                  (A)      Tax Examinations. All deficiencies which have been
         asserted against the Company or any of the Company's Subsidiaries as a
         result of any federal, state, local or foreign tax examination for each
         taxable year in respect of which an examination has been conducted have
         been fully paid or finally settled or are being contested in good
         faith, and no issue has been raised by any taxing authority in any such
         examination which, by application of similar principles, could
         reasonably be expected to result in assertion by such taxing authority
         of a material deficiency for any other year not so examined which has
         not been reserved for in the Company's consolidated financial
         statements to the extent, if any, required by Agreement Accounting
         Principles. Except as permitted pursuant to Section 7.2(D), neither the
         Company nor any of the Company's

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<PAGE>

         Subsidiaries anticipates any tax liability with respect to the years
         which have not been closed pursuant to applicable law.

                  (B)      Payment of Taxes. All material tax returns and
         reports of the Company and its Subsidiaries required to be filed have
         been timely filed, and all taxes, assessments, fees and other
         governmental charges thereupon and upon their respective property,
         assets, income and franchises which are shown in such returns or
         reports to be due and payable have been paid except those items which
         are being contested in good faith and have been reserved for in
         accordance with Agreement Accounting Principles. The Company has no
         knowledge of any proposed tax assessment against it or any of its
         Subsidiaries that will have or could reasonably be expected to have a
         Material Adverse Effect.

                  6.7.     Litigation; Loss Contingencies and Violations. Other
than as identified on Schedule 6.7, there is no action, suit, proceeding,
arbitration or, to the Company's knowledge, investigation before or by any
Governmental Authority or private arbitrator pending or, to the Company's
knowledge, threatened against or affecting the Company or any of its
Subsidiaries or any property of any of them, including, without limitation, any
such actions, suits, proceedings, arbitrations and investigations disclosed in
the Company's SEC Forms 10-K and 10-Q (the "Disclosed Litigation"), which (i)
challenges the validity or the enforceability of any material provision of the
Loan Documents or (ii) has or could reasonably be expected to have a Material
Adverse Effect. There is no material loss contingency within the meaning of
Agreement Accounting Principles which has not been reflected in the consolidated
financial statements of the Company prepared and delivered pursuant to Section
7.1(A) for the fiscal period during which such material loss contingency was
incurred. Neither the Company nor any of its Subsidiaries is (A) in violation of
any applicable Requirements of Law which violation could reasonably be expected
to have a Material Adverse Effect, or (B) subject to or in default with respect
to any final judgment, writ, injunction, restraining order or order of any
nature, decree, rule or regulation of any court or Governmental Authority which
could reasonably be expected to have a Material Adverse Effect.

                  6.8.     Subsidiaries. Schedule 6.8 to this Agreement (i)
contains a description of the corporate structure of the Company, its
Subsidiaries and any other Person in which the Company or any of its
Subsidiaries holds an Equity Interest; and (ii) accurately sets forth (A) the
correct legal name, the jurisdiction of incorporation and the jurisdictions in
which each of the Company and the direct and indirect Subsidiaries of the
Company are qualified to transact business as a foreign corporation, (B) the
authorized, issued and outstanding shares of each class of Capital Stock of each
of the Company's Foreign Subsidiaries and the owners of such shares (both as of
the Closing Date and on a fully-diluted basis), and (C) a summary of the direct
and indirect partnership, joint venture, or other Equity Interests, if any, of
the Company and each of its Subsidiaries in any Person. Except as disclosed on
Schedule 6.8, none of the issued and outstanding Capital Stock of the Company's
Foreign Subsidiaries is subject to any vesting, redemption, or repurchase
agreement, and there are no warrants or options outstanding with respect to such
Capital Stock. The outstanding Capital Stock of each of the Company's
Subsidiaries is duly authorized, validly issued, fully paid and nonassessable
and is not Margin Stock.

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<PAGE>

                  6.9.     ERISA. No Benefit Plan has incurred any material
accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA and
412(a) of the Code) whether or not waived. Neither the Company nor any member of
the Controlled Group has incurred any material liability to the PBGC which
remains outstanding other than the payment of premiums. As of the last day of
the most recent prior plan year, the market value of assets under each Benefit
Plan, other than any Multiemployer Plan, was not by a material amount less than
the present value of benefit liabilities thereunder (determined in accordance
with the actuarial valuation assumptions described therein). Neither the Company
nor any member of the Controlled Group has (i) failed to make a required
contribution or payment to a Multiemployer Plan of a material amount or (ii)
incurred a material complete or partial withdrawal under Section 4203 or Section
4205 of ERISA from a Multiemployer Plan. Neither the Company nor any member of
the Controlled Group has failed to make an installment or any other payment of a
material amount required under Section 412 of the Code on or before the due date
for such installment or other payment. Each Plan, Foreign Employee Benefit Plan
and Non-ERISA Commitment complies in all material respects in form, and has been
administered in all material respects in accordance with its terms and in
accordance with all applicable laws and regulations, including but not limited
to ERISA and the Code. There have been no and there is no prohibited transaction
described in Sections 406 of ERISA or 4975 of the Code with respect to any Plan
for which a statutory or administrative exemption does not exist which could
reasonably be expected to subject the Company or any of is Subsidiaries to
material liability. Neither the Company nor any member of the Controlled Group
has taken or failed to take any action which would constitute or result in a
Termination Event, which action or inaction could reasonably be expected to
subject the Company or any of its Subsidiaries to material liability. Neither
the Company nor any member of the Controlled Group is subject to any material
liability under, or has any potential material liability under, Section 4063,
4064, 4069, 4204 or 4212(c) of ERISA. The present value of the aggregate
liabilities to provide all of the accrued benefits under any Foreign Pension
Plan do not exceed the current fair market value of the assets held in trust or
other funding vehicle for such plan by a material amount. With respect to any
Foreign Employee Benefit Plan other than a Foreign Pension Plan, reasonable
reserves have been established in accordance with prudent business practice or
where required by ordinary accounting practices in the jurisdiction in which
such plan is maintained. Neither the Company nor any other member of the
Controlled Group has taken or failed to take any action, nor has any event
occurred, with respect to any "employee benefit plan" (as defined in Section
3(3) of ERISA) which action, inaction or event could reasonably be expected to
subject the Company or any of its Subsidiaries to material liability. For
purposes of this Section 6.9, "material" means any amount, noncompliance or
other basis for liability which could reasonably be expected to subject the
Company or any of its Subsidiaries to liability, individually or in the
aggregate with each other basis for liability under this Section 6.9, in excess
of $2,000,000.

                  6.10.    Accuracy of Information. The information, exhibits
and reports furnished by or on behalf of the Company and any of its Subsidiaries
to the Administrative Agent or to any Lender in connection with the negotiation
of, or compliance with, the Loan Documents, the representations and warranties
of the Company and its Subsidiaries contained in the Loan Documents, and all
certificates and documents delivered to the Administrative Agent and the Lenders
pursuant to the terms thereof, taken as a whole, do not contain as of the date
furnished any untrue statement of a material fact or omit to state a material
fact necessary in order to make

                                       54
<PAGE>

the statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.

                  6.11.    Securities Activities. Neither the Company nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of purchasing or carrying
Margin Stock. Margin Stock constitutes less than 25% of the value of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale, pledge, or other restriction hereunder.

                  6.12.    Material Agreements. Neither the Company nor any of
its Subsidiaries is a party to any Contractual Obligation or subject to any
charter or other corporate restriction which individually or in the aggregate
has had or could reasonably be expected to have a Material Adverse Effect.
Neither the Company nor any of its Subsidiaries has received notice or has
knowledge that (i) it is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
Contractual Obligation applicable to it, or (ii) any condition exists which,
with the giving of notice or the lapse of time or both, would constitute a
default with respect to any such Contractual Obligation, in each case, except
where such default or defaults, if any, individually or in the aggregate could
not reasonably be expected to have a Material Adverse Effect.

                  6.13.    Compliance with Laws. The Company and its
Subsidiaries are in compliance with all Requirements of Law applicable to them
and their respective businesses, in each case where the failure to so comply
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect.

                  6.14.    Assets and Properties. The Company and each of its
Subsidiaries has good and marketable title to all of its material assets and
properties (tangible and intangible, real or personal) owned by it or a valid
leasehold interest in all of its material leased assets (except insofar as
marketability may be limited by any laws or regulations of any Governmental
Authority affecting such assets), and all such assets and property are free and
clear of all Liens, except Liens permitted under Section 7.3(C). Substantially
all of the assets and properties owned by, leased to or used by the Company
and/or each such Subsidiary of the Company are in adequate operating condition
and repair, ordinary wear and tear excepted. Neither this Agreement nor any
other Loan Document, nor any transaction contemplated under any such agreement,
will affect any right, title or interest of the Company or such Subsidiary in
and to any of such assets in a manner that could reasonably be expected to have
a Material Adverse Effect.

                  6.15.    Statutory Indebtedness Restrictions. Neither the
Company nor any of its Subsidiaries is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, the Investment
Company Act of 1940, or any other foreign, federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

                  6.16.    Insurance. The insurance policies and programs in
effect with respect to the respective properties, assets, liabilities and
business of the Company and its Subsidiaries reflect coverage that is reasonably
consistent with prudent industry practice.

                                       55
<PAGE>

                  6.17.    Environmental Matters.

                  (A)      Environmental Representations. Except as disclosed on
         Schedule 6.17 to this Agreement:

                  (i)      the operations of the Company and its Subsidiaries
             comply in all material respects with Environmental, Health or
             Safety Requirements of Law;

                  (ii)     the Company and its Subsidiaries have all material
             permits, licenses or other authorizations required under
             Environmental, Health or Safety Requirements of Law and are in
             material compliance with such permits;

                  (iii)    neither the Company, any of its Subsidiaries nor any
             of their respective present property or operations, or, to the
             Company's or any of its Subsidiaries' knowledge, any of their
             respective past property or operations, are subject to or the
             subject of, any investigation known to the Company or any of its
             Subsidiaries, any judicial or administrative proceeding, order,
             judgment, decree, settlement or other agreement respecting: (A) any
             material violation of Environmental, Health or Safety Requirements
             of Law; (B) any remedial action; or (C) any material claims or
             liabilities arising from the Release or threatened Release of a
             Contaminant into the environment;

                  (iv)     there is not now, nor to the Company's or any of its
             Subsidiaries' knowledge has there ever been, on or in the property
             of the Company or any of its Subsidiaries any landfill, waste pile,
             underground storage tanks, aboveground storage tanks, surface
             impoundment or hazardous waste storage facility of any kind, any
             polychlorinated biphenyls (PCBs) used in hydraulic oils, electric
             transformers or other equipment, or any asbestos containing
             material; and

                  (v)      neither the Company nor any of its Subsidiaries has
             any material Contingent Obligation in connection with any Release
             or threatened Release of a Contaminant into the environment.

                  (B)      Materiality. For purposes of this Section 6.17
             "material" means any noncompliance or basis for liability which
             could reasonably be likely to subject the Company or any of its
             Subsidiaries to liability, individually or in the aggregate, in
             excess of $5,000,000.

                  6.18.    Representations and Warranties of each Subsidiary
Borrower. Each Subsidiary Borrower represents and warrants to the Lenders that:

                  (A)      Organization and Corporate Powers. Such Subsidiary
         Borrower (i) is a company duly formed and validly existing and in good
         standing under the laws of the state or country of its organization
         (such jurisdiction being hereinafter referred to as the "Home Country")
         and (ii) has the requisite power and authority to own its property and
         assets and to carry on its business substantially as now conducted
         except where the failure to have such requisite authority would not
         reasonably be expected to have a Material Adverse Effect.

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<PAGE>

                  (B)      Binding Effect. Each Loan Document executed by such
         Subsidiary Borrower is the legal, valid and binding obligation of such
         Subsidiary Borrower enforceable in accordance with its respective
         terms, except as enforceability may be limited by bankruptcy,
         insolvency or similar laws affecting the enforcement of creditors'
         rights generally and general equitable principles.

                  (C)      No Conflict; Government Consent. Neither the
         execution and delivery by such Subsidiary Borrower of the Loan
         Documents to which it is a party, nor the consummation by it of the
         transactions therein contemplated to be consummated by it, nor
         compliance by such Subsidiary Borrower with the provisions thereof will
         violate any law, rule, regulation, order, writ, judgment, injunction,
         decree or award binding on such Subsidiary Borrower or any of its
         Subsidiaries or such Subsidiary Borrower's or any of its Subsidiaries'
         memoranda or articles of association or the provisions of any
         indenture, instrument or agreement to which such Subsidiary Borrower or
         any of its Subsidiaries is a party or is subject, or by which it, or
         its property, is bound, or conflict with or constitute a default
         thereunder, or result in the creation or imposition of any lien in, of
         or on the property of such Subsidiary Borrower or any of its
         Subsidiaries pursuant to the terms of any such indenture, instrument or
         agreement in any such case which violation, conflict, default, creation
         or imposition would not reasonably be expected to have a Material
         Adverse Effect. No order, consent, approval, license, authorization, or
         validation of, or filing, recording or registration with, or exemption
         by, any Governmental Authority is required to authorize, or is required
         in connection with the execution, delivery and performance of, or the
         legality, validity, binding effect or enforceability of, any of the
         Loan Documents, except for such as have been obtained or made.

                  (D)      Filing. To ensure the enforceability or admissibility
         in evidence of this Agreement and each Loan Document to which such
         Subsidiary Borrower is a party in its Home Country, it is not necessary
         that this Agreement or any other Loan Document to which such Subsidiary
         Borrower is a party or any other document be filed or recorded with any
         court or other authority in its Home Country or that any stamp or
         similar tax be paid to or in respect of this Agreement or any other
         Loan Document of such Subsidiary Borrower. The qualification by any
         Lender or the Administrative Agent for admission to do business under
         the laws of such Subsidiary Borrower's Home Country does not constitute
         a condition to, and the failure to so qualify does not affect, the
         exercise by any Lender or the Administrative Agent of any right,
         privilege, or remedy afforded to any Lender or the Administrative Agent
         in connection with the Loan Documents to which such Subsidiary Borrower
         is a party or the enforcement of any such right, privilege, or remedy
         against Subsidiary Borrower. The performance by any Lender or the
         Administrative Agent of any action required or permitted under the Loan
         Documents will not (i) violate any law or regulation of such Subsidiary
         Borrower's Home Country or any political subdivision thereof, (ii)
         result in any tax or other monetary liability to such party pursuant to
         the laws of such Subsidiary Borrower's Home Country or political
         subdivision or taxing authority thereof (provided that, should any such
         action result in any such tax or other monetary liability to the Lender
         or the Administrative Agent, the Borrowers hereby agree to indemnify
         such Lender or the Administrative Agent, as the case may be, against
         (x) any such tax or other monetary liability and (y) any increase in
         any tax or other monetary liability which results from such action by
         such Lender or the

                                       57
<PAGE>

         Administrative Agent and, to the extent the Borrowers make such
         indemnification, the incurrence of such liability by the Administrative
         Agent or any Lender will not constitute a Default) or (iii) violate any
         rule or regulation of any federation or organization or similar entity
         of which the such Subsidiary Borrower's Home Country is a member.

                  (E)      No Immunity. Neither such Subsidiary Borrower nor any
         of its assets is entitled to immunity from suit, execution, attachment
         or other legal process. Such Subsidiary Borrower's execution and
         delivery of the Loan Documents to which it is a party constitute, and
         the exercise of its rights and performance of and compliance with its
         obligations under such Loan Documents will constitute, private and
         commercial acts done and performed for private and commercial purposes.

                  (F)      Application of Representations and Warranties. It is
         understood and agreed by the parties hereto that the representations
         and warranties of each Subsidiary Borrower in this Section 6.18 shall
         only be applicable to such Subsidiary Borrower on and after the date of
         its execution of an Assumption Letter.

                  6.19.    Benefits. Each of the Company and its Subsidiaries
will benefit from the financing arrangement established by this Agreement. The
Administrative Agent and the Lenders have stated and the Company acknowledges
that, but for the agreement by each of the Subsidiary Guarantors to execute and
deliver the Subsidiary Guaranty, the Administrative Agent and the Lenders would
not have made available the credit facilities established hereby on the terms
set forth herein.

                  6.20.    Solvency. After giving effect to (i) the Letters of
Credit to be, or deemed to be, issued on the Closing Date or such other date as
Letters of Credit requested hereunder are issued, (ii) the other transactions
contemplated by this Agreement and the other Loan Documents and (iii) the
payment and accrual of all transaction costs with respect to the foregoing, the
Company and its Subsidiaries taken as a whole are Solvent.

                  6.21.    Reportable Transaction. Neither the Company nor any
of its Subsidiaries intends to treat the Letters of Credit and related
transactions as being a "reportable transaction" (within the meaning of Treasury
Regulation Section 1.6011-4). In the event the Company or any of its
Subsidiaries determines to take any action inconsistent with such intention, it
will promptly notify the Administration Agent thereof.

                             ARTICLE VII: COVENANTS

                  The Company covenants and agrees that so long as any
Commitments are outstanding and thereafter until all of the Termination
Conditions have been satisfied, unless the Required Lenders shall otherwise give
prior written consent:

                  7.1.     Reporting. The Company shall:

                  (A)      Financial Reporting. Furnish to the Administrative
         Agent (with sufficient copies for each of the Lenders):

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<PAGE>

                  (i)      Quarterly Reports. As soon as practicable and in any
         event within forty-five (45) days (but sixty (60) days in the case of a
         fiscal quarter ending on or prior to September, 30 2003) after the end
         of each of (a) the first three quarterly periods of each of its fiscal
         years, the consolidated balance sheet of the Company and its
         Subsidiaries as at the end of such period and the related consolidated
         statements of income and cash flows of the Company and its Subsidiaries
         for such fiscal quarter and for the period from the beginning of the
         then current fiscal year to the end of such fiscal quarter, certified
         by a Financial Officer of the Company on behalf of the Company and its
         Subsidiaries as fairly presenting the consolidated financial position
         of the Company and its Subsidiaries as at the dates indicated and the
         results of their operations and cash flows for the periods indicated in
         accordance with Agreement Accounting Principles, subject to normal
         year-end audit adjustments and the absence of footnotes and (b) each
         quarterly period of its fiscal year, (1) schedules, in form and
         substance reasonably satisfactory to the Administrative Agent, showing
         (aa) the date of issue, account party, Agreed Currency and amount (both
         drawn and undrawn) in such Agreed Currency, Issuing Bank, expiration
         date and the reference number of each Letter of Credit issued hereunder
         and (bb) the comparable information and details for each other letter
         of credit issued for the account of the Company or any Subsidiary, in
         each case outstanding at the end of such quarterly period and (2) a
         report relating to the asbestos litigation described in Schedule 6.17,
         and any other Product Liability Events, for such quarter, such report
         being in form and substance satisfactory to the Administrative Agent
         and in any event describing (aa) any final judgments or orders (whether
         monetary or non-monetary) entered against the Company or any Subsidiary
         and (bb) any settlements for the payment of money entered into by the
         Company or any Subsidiary.

                  (ii)     Annual Reports. As soon as practicable, and in any
         event within ninety (90) days after the end of each fiscal year, (a)
         the consolidated balance sheet of the Company and its Subsidiaries as
         at the end of such fiscal year and the related consolidated statements
         of income, stockholders' equity and cash flows of the Company and its
         Subsidiaries for such fiscal year, and in comparative form the
         corresponding figures for the previous fiscal year along with
         consolidating schedules in form and substance sufficient to calculate
         the financial covenants set forth in Section 7.4 and (b) an audit
         report on the consolidated financial statements (but not the
         consolidating financial statements or schedules) listed in clause (a)
         hereof of independent certified public accountants of recognized
         national standing, which audit report shall be unqualified and shall
         state that such financial statements fairly present the consolidated
         financial position of the Company and its Subsidiaries as at the dates
         indicated and the results of their operations and cash flows for the
         periods indicated in conformity with Agreement Accounting Principles
         and that the examination by such accountants in connection with such
         consolidated financial statements has been made in accordance with
         generally accepted auditing standards. The deliveries made pursuant to
         this clause (ii) shall be accompanied by (x) any management letter
         prepared by the above-referenced accountants, and (y) a certificate of
         such accountants that, in the course of their examination necessary for
         their certification of the foregoing, they have obtained no knowledge
         of any Default or Unmatured

                                       59
<PAGE>

             Default, or if, in the opinion of such accountants, any Default or
             Unmatured Default shall exist, stating the nature and status
             thereof.

                  (iii)    Officer's Certificate. Together with each delivery of
             any financial statement (a) pursuant to clauses (i) or (ii) of this
             Section 7.1(A), an Officer's Certificate of the Company,
             substantially in the form of Exhibit F attached hereto and made a
             part hereof, stating that as of the date of such Officer's
             Certificate no Default or Unmatured Default exists, or if any
             Default or Unmatured Default exists, stating the nature and status
             thereof and (b) pursuant to clauses (i) and (ii) of this Section
             7.1(A), a compliance certificate, substantially in the form of
             Exhibit G attached hereto and made a part hereof, signed by an
             Authorized Officer, which demonstrates compliance with the tests
             contained in Section 7.3 and Section 7.4, and which calculates the
             Leverage Ratio for purposes of determining the then Applicable
             Floating Rate Margin, Applicable Eurodollar Margin, Applicable L/C
             Fee Percentage and Applicable Commitment Fee Percentage.

                  (iv)     Budgets; Business Plans; Financial Projections. As
             soon as practicable and in any event not later than one hundred
             twenty (120) days after the beginning of each fiscal year
             commencing with the fiscal year beginning January 1, 2004, a copy
             of the plan and forecast (including a projected balance sheet,
             income statement and a statement of cash flow) of the Company and
             its Subsidiaries for the upcoming three (3) fiscal years prepared
             in such detail as shall be reasonably satisfactory to the
             Administrative Agent.

                  (B)      Notice of Default. Promptly upon any of the chief
         executive officer, chief operating officer, chief financial officer,
         treasurer, controller, chief legal officer or general counsel of the
         Company obtaining knowledge (i) of any condition or event which
         constitutes a Default or Unmatured Default, or becoming aware that any
         Lender or Administrative Agent has given any written notice with
         respect to a claimed Default or Unmatured Default under this Agreement,
         or (ii) that any Person has given any written notice to the Company or
         any Subsidiary of the Company or taken any other action with respect to
         a claimed default or event or condition of the type referred to in
         Section 8.1(E), or (iii) that any other development, financial or
         otherwise, which could reasonably be expected to have a Material
         Adverse Effect has occurred, the Company shall deliver to the
         Administrative Agent and the Lenders an Officer's Certificate
         specifying (a) the nature and period of existence of any such claimed
         default, Default, Unmatured Default, condition or event, (b) the notice
         given or action taken by such Person in connection therewith, and (c)
         what action the Company has taken, is taking and proposes to take with
         respect thereto.

                  (C)      Lawsuits.

                  (i)      Promptly upon the Company obtaining knowledge of the
             institution of, or written threat of, any action, suit, proceeding,
             governmental investigation or arbitration, by or before any
             Governmental Authority, against or affecting the Company or any of
             its Subsidiaries or any property of the Company or any of its
             Subsidiaries not previously disclosed pursuant to Section 6.7,
             which action, suit,

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<PAGE>
              proceeding, governmental investigation or arbitration exposes, or
              in the case of multiple actions, suits, proceedings, governmental
              investigations or arbitrations arising out of the same general
              allegations or circumstances which expose, in the Company's
              reasonable judgment, the Company and/or any of its Subsidiaries to
              liability in an amount aggregating $5,000,000 or more, give
              written notice thereof to the Administrative Agent and the Lenders
              and provide such other information as may be reasonably available
              to enable each Lender and the Administrative Agent and its counsel
              to evaluate such matters; and

                  (ii)     Promptly upon the Company or any of its Subsidiaries
              obtaining knowledge of any material adverse developments with
              respect to any of the Disclosed Litigation, which Disclosed
              Litigation exposes, in the Company's reasonable judgment, the
              Company and/or any of its Subsidiaries to liability in an amount
              aggregating $5,000,000 or more, give written notice thereof to the
              Administrative Agent and the Lenders and provide such other
              information as may be reasonably available to enable each Lender
              and the Administrative Agent and its counsel to evaluate such
              matters; and

                  (iii)    In addition to the requirements set forth in clauses
              (i) and (ii) of this Section 7.1(C), upon request of the
              Administrative Agent or the Required Lenders, promptly give
              written notice of the status of any Disclosed Litigation or any
              action, suit, proceeding, governmental investigation or
              arbitration covered by a report delivered pursuant to clause (i)
              above and provide such other information as may be reasonably
              available to it that would not jeopardize any attorney-client
              privilege by disclosure to the Lenders to enable each Lender and
              the Administrative Agent and its counsel to evaluate such matters.

                  (D)      ERISA Notices. Deliver or cause to be delivered to
         the Administrative Agent and the Lenders, at the Company's expense, the
         following information and notices as soon as reasonably possible, and
         in any event:

                  (i)      (a) within ten (10) Business Days after the Company
              obtains knowledge that a Termination Event has occurred, a written
              statement of a Financial Officer of the Company describing such
              Termination Event and the action, if any, which the Company has
              taken, is taking or proposes to take with respect thereto, and
              when known, any action taken or threatened by the IRS, DOL or PBGC
              with respect thereto and (b) within ten (10) Business Days after
              any member of the Controlled Group obtains knowledge that a
              Termination Event has occurred which could reasonably be expected
              to subject the Company or any of its Subsidiaries to liability in
              excess of $5,000,000, a written statement of a Financial Officer
              or designee of the Company describing such Termination Event and
              the action, if any, which the member of the Controlled Group has
              taken, is taking or proposes to take with respect thereto, and
              when known, any action taken or threatened by the IRS, DOL or PBGC
              with respect thereto;

                  (ii)     within ten (10) Business Days after the filing of any
              funding waiver request with the IRS, a copy of such funding waiver
              request and thereafter all

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              communications received by the Company or a member of the
              Controlled Group with respect to such request within ten (10)
              Business Days such communication is received; and

                  (iii)    within ten (10) Business Days after the Company or
              any member of the Controlled Group knows or has reason to know
              that (a) a Multiemployer Plan has been terminated, (b) the
              administrator or plan sponsor of a Multiemployer Plan intends to
              terminate a Multiemployer Plan, or (c) the PBGC has instituted or
              will institute proceedings under Section 4042 of ERISA to
              terminate a Multiemployer Plan, a notice describing such matter.

         For purposes of this Section 7.1(D), the Company, any of its
         Subsidiaries and any member of the Controlled Group shall be deemed to
         know all facts known by the administrator of any Plan of which the
         Company or any member of the Controlled Group or such Subsidiary is the
         plan sponsor.

                  (E)      Other Indebtedness. Deliver to the Administrative
         Agent (i) a copy of each regular report, notice or communication
         regarding potential or actual defaults or amortization events
         (including any accompanying officer's certificate) delivered by or on
         behalf of the Company to the holders of Material Indebtedness pursuant
         to the terms of the agreements governing such Material Indebtedness,
         such delivery to be made at the same time and by the same means as such
         notice of default is delivered to such holders, and (ii) a copy of each
         notice or other communication received by the Company from the holders
         of Material Indebtedness regarding potential or actual defaults
         pursuant to the terms of such Material Indebtedness, such delivery to
         be made promptly after such notice or other communication is received
         by the Company or any of its Subsidiaries.

                  (F)      Other Reports. Deliver or cause to be delivered to
         the Administrative Agent and the Lenders copies of (i) all financial
         statements, reports and notices, if any, sent or made available
         generally by the Company to their securities holders or filed with the
         Commission by the Company, (ii) all press releases made available
         generally by the Company or any of the Company's Subsidiaries to the
         public concerning material developments in the business of the Company
         or any such Subsidiary and (iii) all notifications received from the
         Commission by the Company or its Subsidiaries pursuant to the
         Securities Exchange Act of 1934 and the rules promulgated thereunder.

                  (G)      Environmental Notices. As soon as possible and in any
         event within ten (10) days after receipt by the Company, deliver to the
         Administrative Agent and the Lenders a copy of (i) any notice or claim
         to the effect that the Company or any of its Subsidiaries is or may be
         liable to any Person as a result of the Release by the Company, any of
         its Subsidiaries, or any other Person of any Contaminant into the
         environment, and (ii) any notice alleging any violation of any
         Environmental, Health or Safety Requirements of Law by the Company or
         any of its Subsidiaries if, in either case, such notice or claim
         relates to an event which could reasonably be expected to subject the
         Company and its Subsidiaries to liability individually or in the
         aggregate in excess of $5,000,000.

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<PAGE>

                  (H)      Other Information. Promptly upon receiving a request
         therefor from the Administrative Agent, prepare and deliver to the
         Administrative Agent and the Lenders such other information with
         respect to the Company, any of its Subsidiaries, as from time to time
         may be reasonably requested by the Administrative Agent.

                  7.2.     Affirmative Covenants.

                  (A)      Existence, Etc. The Company shall and, except as
         permitted pursuant to Section 7.3(H), shall cause each of its
         Subsidiaries to, at all times maintain its existence and preserve and
         keep, or cause to be preserved and kept, in full force and effect its
         rights and franchises material to its businesses.

                  (B)      Corporate Powers; Conduct of Business. The Company
         shall, and shall cause each of its Subsidiaries to, qualify and remain
         qualified to do business in each jurisdiction in which the nature of
         its business requires it to be so qualified and where the failure to be
         so qualified will have or could reasonably be expected to have a
         Material Adverse Effect. The Company will, and will cause each
         Subsidiary to, carry on and conduct its business in substantially the
         same manner and in substantially the same fields of enterprise as it is
         presently conducted.

                  (C)      Compliance with Laws, Etc. The Company shall, and
         shall cause its Subsidiaries to, (a) comply with all Requirements of
         Law and all restrictive covenants affecting such Person or the
         business, properties, assets or operations of such Person, and (b)
         obtain as needed all permits necessary for its operations and maintain
         such permits in good standing unless failure to comply or obtain such
         permits could not reasonably be expected to have a Material Adverse
         Effect.

                  (D)      Payment of Taxes and Claims; Tax Consolidation. The
         Company shall pay, and cause each of its Subsidiaries to pay, (i) all
         taxes, assessments and other governmental charges imposed upon it or on
         any of its properties or assets or in respect of any of its franchises,
         business, income or property before any penalty or interest accrues
         thereon, and (ii) all claims (including, without limitation, claims for
         labor, services, materials and supplies) for sums which have become due
         and payable and which by law have or may become a Lien (other than a
         Lien permitted by Section 7.3(C)) upon any of the Company's or such
         Subsidiary's property or assets, prior to the time when any penalty or
         fine shall be incurred with respect thereto; provided, however, that no
         such taxes, assessments and governmental charges referred to in clause
         (i) above or claims referred to in clause (ii) above (and interest,
         penalties or fines relating thereto) need be paid if being contested in
         good faith by appropriate proceedings diligently instituted and
         conducted and if such reserve or other appropriate provision, if any,
         as shall be required in conformity with Agreement Accounting Principles
         shall have been made therefor.

                  (E)      Insurance. The Company shall maintain for itself and
         its Subsidiaries, or shall cause each of its Subsidiaries to maintain
         in full force and effect, insurance policies and programs, with such
         deductibles or self-insurance amounts as reflect coverage that is
         reasonably consistent with prudent industry practice as determined by
         the Company.

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<PAGE>

                  (F)      Inspection of Property; Books and Records;
         Discussions. The Company shall permit and cause each of its
         Subsidiaries to permit, any authorized representative(s) designated by
         either the Administrative Agent or any Lender to visit and inspect any
         of the properties of the Company or any of its Subsidiaries, to examine
         their respective financial and accounting records and other material
         data relating to their respective businesses or the transactions
         contemplated hereby (including, without limitation, in connection with
         environmental compliance, hazard or liability), and to discuss their
         affairs, finances and accounts with their officers and independent
         certified public accountants, all upon reasonable notice and at such
         reasonable times during normal business hours, as often as may be
         reasonably requested (provided that an officer of the Company or any of
         its Subsidiaries may, if it so desires, be present at and participate
         in any such discussion). The Company shall keep and maintain, and cause
         each of its Subsidiaries to keep and maintain, in all material
         respects, proper books of record and account in which entries in
         conformity with Agreement Accounting Principles shall be made of all
         dealings and transactions in relation to their respective businesses
         and activities. If a Default has occurred and is continuing, the
         Company, upon the Administrative Agent's request, shall turn over
         copies of any such records to the Administrative Agent or its
         representatives.

                  (G)      ERISA Compliance. The Company shall, and shall cause
         each of its Subsidiaries to, establish, maintain and operate all Plans
         to comply in all material respects with the provisions of ERISA and
         shall operate all Plans to comply in all material respects with the
         applicable provisions of the Code, all other applicable laws, and the
         regulations and interpretations thereunder and the respective
         requirements of the governing documents for such Plans, except for any
         noncompliance which, individually or in the aggregate, could not
         reasonably be expected to subject the Company or any of its
         Subsidiaries to liability, individually or in the aggregate, in excess
         of $10,000,000.

                  (H)      Maintenance of Property. The Company shall cause all
         property used or useful in the conduct of its business or the business
         of any Subsidiary to be maintained and kept in good condition, repair
         and working order and supplied with all necessary equipment and shall
         cause to be made all necessary repairs, renewals, replacements,
         betterments and improvements thereof, all as in the judgment of the
         Company may be necessary so that the business carried on in connection
         therewith may be properly and advantageously conducted at all times;
         provided, however, that nothing in this Section 7.2(H) shall prevent
         the Company or any of its Subsidiaries from discontinuing the operation
         or maintenance of any of such property if such discontinuance is, in
         the judgment of the Company, desirable in the conduct of its business
         or the business of any Subsidiary and not disadvantageous in any
         material respect to the Administrative Agent or the Lenders.

                  (I)      Environmental Compliance. The Company and its
         Subsidiaries shall comply with all Environmental, Health or Safety
         Requirements of Law, except where noncompliance will not have or is not
         reasonably likely to subject the Company or any of its Subsidiaries to
         liability, individually or in the aggregate, in excess of $10,000,000.

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<PAGE>

                  (J)      Use of Proceeds. The Borrowers shall use the Letters
         of Credit for general corporate purposes of the Company and its
         Subsidiaries.

                  (K)      Subsidiary Guarantors.

                  (i)      New Subsidiaries. The Company shall cause each New
              Subsidiary that is, at any time, a Material Subsidiary (other than
              any Excluded Foreign Subsidiary) and each other Subsidiary as is
              necessary to remain in compliance with the terms of Section
              7.3(Q), to deliver to the Administrative Agent an executed
              supplement to the Subsidiary Guaranty in the form of the
              supplement attached thereto (a "Supplement") to become a
              Subsidiary Guarantor and appropriate corporate resolutions,
              opinions and other documentation in form and substance reasonably
              satisfactory to the Administrative Agent, such Supplement and
              other documentation to be delivered to the Administrative Agent as
              promptly as possible upon the creation, acquisition of or
              capitalization thereof or if otherwise necessary to remain in
              compliance with Section 7.3(Q), but in any event within thirty
              (30) days of such creation, acquisition or capitalization.

                  (ii)     Additional Material Subsidiaries. If any consolidated
              Subsidiary of the Company (other than a New Subsidiary to the
              extent addressed in Section 7.2(K)(i)) becomes a Material
              Subsidiary (other than an Excluded Foreign Subsidiary), the
              Company shall cause any such Material Subsidiary to deliver to the
              Administrative Agent an executed Supplement to become a Subsidiary
              Guarantor and appropriate corporate resolutions, opinions and
              other documentation in form and substance reasonably satisfactory
              to the Administrative Agent in connection therewith, such
              Supplement and other documentation to be delivered to the
              Administrative Agent as promptly as possible but in any event
              within thirty (30) days following the date on which such
              consolidated Subsidiary became a Material Subsidiary.

                  (iii)    Other Required Guarantors. If at any time any
              Subsidiary of the Company which is not a Subsidiary Guarantor
              guaranties any Indebtedness of the Company (including without
              limitation Indebtedness incurred pursuant to the Note Purchase
              Agreement and all replacements, substitutions, extensions or
              renewals thereof) other than the Indebtedness hereunder, the
              Company shall cause such Subsidiary to deliver to the
              Administrative Agent an executed Supplement to become a Subsidiary
              Guarantor and appropriate corporate resolutions, opinions and
              other documentation in form and substance reasonably satisfactory
              to the Administrative Agent in connection therewith, such
              Supplement and other documentation to be delivered to the
              Administrative Agent concurrently with the delivery of the
              guaranty of such other Indebtedness.

                  (iv)     Additional Excluded Foreign Subsidiaries. In the
              event any Subsidiary otherwise required to become a Guarantor
              under paragraphs (ii) or (iii) above would cause the Company
              adverse tax consequences if it were to become a Guarantor or is
              restricted from becoming a Guarantor as a result of domestic laws
              or otherwise, the Administrative Agent may, in its discretion,
              permit such Subsidiary to be treated as

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<PAGE>
              an Excluded Foreign Subsidiary, and, accordingly, such Subsidiary
              would not be required to become a Guarantor.

                  (L)      Foreign Employee Benefit Compliance. The Company
         shall, and shall cause each of its Subsidiaries and each member of its
         Controlled Group to, establish, maintain and operate all Foreign
         Employee Benefit Plans to comply in all material respects with all
         laws, regulations and rules applicable thereto and the respective
         requirements of the governing documents for such Plans, except for
         failures to comply which, in the aggregate, would not be reasonably
         likely to subject the Company or any of its Subsidiaries to liability,
         individually or in the aggregate, in excess of $10,000,000.

                  7.3.     Negative Covenants.

                  (A)      Subsidiary Indebtedness. The Company shall not permit
         any of its Subsidiaries directly or indirectly to create, incur, assume
         or otherwise become or remain directly or indirectly liable with
         respect to any Indebtedness, except:

                  (i)      Indebtedness of the Subsidiaries under the Subsidiary
              Guaranty;

                  (ii)     Indebtedness in respect of guaranties executed by any
              Subsidiary Guarantor with respect to any Indebtedness of the
              Company, provided such Indebtedness is not incurred by the Company
              in violation of this Agreement;

                  (iii)    Indebtedness in respect of obligations secured by
              Customary Permitted Liens;

                  (iv)     Indebtedness constituting Contingent Obligations
              permitted by Section 7.3(E);

                  (v)      Unsecured Indebtedness arising from loans (a) from
              any Subsidiary to any wholly-owned Subsidiary, or (b) from the
              Company to any wholly-owned Subsidiary, or (c) from Lealand
              Finance Company B.V., a Netherlands corporation and wholly-owned
              Subsidiary of the Borrower, to any Subsidiary (other than any
              Subsidiary Guarantor) in an aggregate outstanding principal amount
              not to exceed $20,000,000 at any time; provided, that if either
              the Company or any Subsidiary Guarantor is the obligor on such
              Indebtedness, such Indebtedness may only be due either the Company
              or a Subsidiary Guarantor and shall be expressly subordinate to
              the payment in full in cash of the Obligations on terms
              satisfactory to the Administrative Agent;

                  (vi)     Indebtedness in respect of Hedging Obligations which
              are not prohibited under Section 7.3(O);

                  (vii)    Indebtedness with respect to surety, appeal and
              performance bonds and Performance Letters of Credit obtained by
              any of the Company's Subsidiaries in the ordinary course of
              business;

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<PAGE>

                  (viii)   Indebtedness (a) evidenced by letters of credit, bank
              guarantees or other similar instruments in an aggregate face
              amount not to exceed at any time $35,000,000 issued in the
              ordinary course of business to secure obligations of the Company
              and its Subsidiaries under workers' compensation and other social
              security programs, and Contingent Obligations with respect to any
              such permitted letters of credit, bank guarantees or other
              instruments, and (b) constituting payment or other obligations to
              Praxair or its Affiliates in respect of employee benefits under
              the Employee Benefits Disaffiliation Agreement dated January 1,
              1997, between Chicago Bridge & Iron Company and Praxair, as
              amended from time to time; and

                  (ix)     Other Indebtedness, including Permitted Existing
              Indebtedness, in addition to that referred to elsewhere in this
              Section 7.3(A) incurred by the Company's Subsidiaries; provided
              that no Default or Unmatured Default shall have occurred and be
              continuing at the date of such incurrence or would result
              therefrom; and provided further that the aggregate outstanding
              amount of all Indebtedness incurred by the Company's Subsidiaries
              (other than Indebtedness incurred pursuant to clauses (i), (ii),
              (iv), (v), (vi), (vii), (viii) and (ix) of this Section 7.3(A))
              shall not at any time exceed $20,000,000.

                  (B)      Sales of Assets. Neither the Company nor any of its
         Subsidiaries shall consummate any Asset Sale, except:

                  (i)      sales of inventory in the ordinary course of
              business;

                  (ii)     the disposition in the ordinary course of business of
              equipment that is obsolete, excess or no longer used or useful in
              the Company's or its Subsidiaries' businesses;

                  (iii)    transfers of assets between the Company and any
              wholly-owned Subsidiary of the Company, or between wholly-owned
              Subsidiaries of the Company not otherwise prohibited by this
              Agreement;

                  (iv)     the Permitted Sale and Leaseback Transactions;

                  (v)      the sale or other disposition of (a) all of the
              assets comprising the UltraPure System business operations of the
              Company and (b) those certain assets acquired from Pitt-Des Moines
              Inc. and identified in a ruling dated as of July 12, 2003 by the
              Federal Trade Commission requiring the divestiture of such assets
              so long as the aggregate book value of such assets described in
              this clause (b) does not exceed $15,000,000 and the sale of such
              assets is on terms ordered by the Federal Trade Commission or
              otherwise reasonably acceptable to the Administrative Agent; and

                  (vi)     other leases, sales or other dispositions of assets
              if such transaction (a) is for consideration consisting at least
              eighty percent (80%) of cash, (b) is for not less than fair market
              value (as determined in good faith by the Company's board of
              directors), and (c) involves assets that, together with all other
              assets of the Company

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<PAGE>
              and its Subsidiaries previously leased, sold or disposed of (other
              than pursuant to clauses (i) through (v) above) as permitted by
              this Section (x) during the twelve-month period ending with the
              month in which any such lease, sale or other disposition occurs,
              do not constitute a Substantial Portion of the assets of the
              Company and its Subsidiaries and (y) since the Closing Date do not
              exceed $40,000,000, in each case when combined with all such other
              transactions during such period (each such transaction being
              valued at book value).

                  (C)      Liens. Neither the Company nor any of its
         Subsidiaries shall directly or indirectly create, incur, assume or
         permit to exist any Lien on or with respect to any of their respective
         property or assets except:

                  (i)      Liens, if any, created by the Loan Documents or
              otherwise securing the Obligations;

                  (ii)     Liens, if any, created by the "Loan Documents" or
              otherwise securing the "Obligations" under (and as such terms are
              defined in) the Three-Year Credit Agreement;

                  (iii)    Customary Permitted Liens;

                  (iv)     other Liens, including Permitted Existing Liens, (a)
              securing Indebtedness of the Company (other than Indebtedness of
              the Company owed to any Subsidiary) and/or (b) securing
              Indebtedness of the Company's Subsidiaries as permitted pursuant
              to Section 7.3(A) and in an aggregate outstanding amount not to
              exceed ten percent (10%) of consolidated assets of the Company and
              its Subsidiaries at any time.

         In addition, neither the Company nor any of its Subsidiaries shall
         become a party to any agreement, note, indenture or other instrument,
         or take any other action, which would prohibit the creation of a Lien
         on any of its properties or other assets in favor of the Administrative
         Agent as collateral for the Obligations; provided that any agreement,
         note, indenture or other instrument in connection with purchase money
         Indebtedness (including Capitalized Leases) incurred in compliance with
         the terms of this Agreement may prohibit the creation of a Lien in
         favor of the Administrative Agent and the Lenders on the items of
         property obtained with the proceeds of such Indebtedness.

                  (D)      Investments. Except to the extent permitted pursuant
         to Section 7.3(F), neither the Company nor any of its Subsidiaries
         shall directly or indirectly make or own any Investment except:

                  (i)      Investments in cash and Cash Equivalents;

                  (ii)     Permitted Existing Investments in an amount not
              greater than the amount thereof on the Closing Date;

                  (iii)    Investments in trade receivables or received in
              connection with the bankruptcy or reorganization of suppliers and
              customers and in settlement of

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              delinquent obligations of, and other disputes with, customers and
              suppliers arising in the ordinary course of business;

                  (iv)     Investments consisting of deposit accounts maintained
              by the Company and its Subsidiaries;

                  (v)      Investments consisting of non-cash consideration from
              a sale, assignment, transfer, lease, conveyance or other
              disposition of property permitted by Section 7.3(B);

                  (vi)     Investments in any consolidated Subsidiaries;

                  (vii)    Investments in joint ventures (other than
              Subsidiaries) and nonconsolidated Subsidiaries in an aggregate
              amount not to exceed $10,000,000;

                  (viii)   Investments constituting Permitted Acquisitions;

                  (ix)     Investments constituting Indebtedness permitted by
              Section 7.3(A) or Contingent Obligations permitted by Section
              7.3(E);

                  (x)      Investments in addition to those referred to
              elsewhere in this Section 7.3(D) in an aggregate amount not to
              exceed $10,000,000.

                  (E)      Contingent Obligations. None of the Company's
         Subsidiaries shall directly or indirectly create or become or be liable
         with respect to any Contingent Obligation, except: (i) recourse
         obligations resulting from endorsement of negotiable instruments for
         collection in the ordinary course of business; (ii) Permitted Existing
         Contingent Obligations; (iii) Contingent Obligations (x) incurred by
         any Subsidiary of the Company to support the performance of bids,
         tenders, sales, contracts (other than for the repayment of borrowed
         money) of any other Subsidiary of the Company in the ordinary course of
         business, and (y) with respect to surety, appeal and performance bonds
         obtained by the Company or any Subsidiary in the ordinary course of
         business provided that the Indebtedness with respect thereto is
         permitted pursuant to Section 7.3(A); and (iv) Contingent Obligations
         of the Subsidiary Guarantors under the Subsidiary Guaranty.

                  (F)      Conduct of Business; Subsidiaries; Permitted
         Acquisitions. Neither the Company nor any of its Subsidiaries shall
         engage in any business other than the businesses engaged in by the
         Company and its Subsidiaries on the Closing Date and any business or
         activities which are substantially similar, related or incidental
         thereto or logical extensions thereof. The Company shall not create,
         acquire or capitalize any Subsidiary after the Closing Date unless (i)
         no Default or Unmatured Default shall have occurred and be continuing
         or would result therefrom; (ii) after such creation, acquisition or
         capitalization, all of the representations and warranties contained
         herein shall be true and correct (unless such representation and
         warranty is made as of a specific date, in which case, such
         representation or warranty shall be true and correct as of such date);
         and (iii) after such creation, acquisition or capitalization the
         Company and such Subsidiary shall be in compliance with the terms of
         Sections 7.2(K) and 7.3(R). Neither the Company nor its Subsidiaries
         shall make any Acquisitions, other than Acquisitions

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<PAGE>

         meeting the following requirements or otherwise approved by the
         Required Lenders each such Acquisition constituting a "Permitted
         Acquisition"):

                           (a)      as of the date of consummation of such
                  Acquisition (before and after taking into account such
                  Acquisition), all representations and warranties set forth in
                  this Agreement and the other Loan Documents shall be true and
                  correct in all material respects as though made on such date
                  (unless such representation and warranty is made as of a
                  specific date, in which case, such representation and warranty
                  shall be true and correct as of such date) and no event shall
                  have occurred and then be continuing which constitutes a
                  Default or Unmatured Default under this Agreement;

                           (b)      prior to the consummation of any such
                  Permitted Acquisition, the Company shall provide written
                  notification to the Administrative Agent of all pro forma
                  adjustments to EBITDA to be made in connection with such
                  Acquisition;

                           (c)      the purchase is consummated pursuant to a
                  negotiated acquisition agreement on a non-hostile basis and
                  approved by the target company's board of directors (and
                  shareholders, if necessary) prior to the consummation of the
                  Acquisition;

                           (d)      the businesses being acquired shall be
                  substantially similar, related or incidental to the businesses
                  or activities engaged in by the Company and its Subsidiaries
                  on the Closing Date;

                           (e)      prior to such Acquisition and the incurrence
                  of any Indebtedness permitted by Section 7.3(A) in connection
                  therewith, the Company shall deliver to the Administrative
                  Agent and the Lenders a certificate from one of the Authorized
                  Officers, demonstrating, on a pro forma basis using unadjusted
                  historical audited or reviewed unaudited financial statements
                  obtained from the seller(s) in respect of each such
                  Acquisition as if the Acquisition and such incurrence of
                  Indebtedness had occurred on the first day of the twelve-month
                  period ending on the last day of the Company's most recently
                  completed fiscal quarter, the Company would have been in
                  compliance with the financial covenants in Section 7.4 and not
                  otherwise in Default; and

                           (f)      without the prior written consent of the
                  Required Lenders, (i) the purchase price for the Acquisition
                  (including, without limitation or duplication, cash, Capital
                  Stock, Restricted Payments and Indebtedness assumed) shall not
                  exceed $15,000,000 and (ii) the aggregate of the purchase
                  price for all Acquisitions (including, without limitation or
                  duplication, cash, Capital Stock, Restricted Payments and
                  Indebtedness assumed) otherwise permitted hereunder shall not
                  exceed $75,000,000 during the term of this Agreement.

                  (G)      Transactions with Shareholders and Affiliates. Other
         than (i) Investments permitted by Section 7.3(D), neither the Company
         nor any of its Subsidiaries shall directly or indirectly (a) enter into
         or permit to exist any transaction (including, without

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         limitation, the purchase, sale, lease or exchange of any property or
         the rendering of any service) with, or make loans or advances to any
         holder or holders of any of the Equity Interests of the Company, or
         with any Affiliate of the Company which is not its Subsidiary of the
         Company, on terms that are less favorable to the Company or any of its
         Subsidiaries, as applicable, than those that could reasonably be
         obtained in an arm's length transaction at the time from Persons who
         are not such a holder or Affiliate.

                  (H)      Restriction on Fundamental Changes. Neither the
         Company nor any of its Subsidiaries shall enter into any merger or
         consolidation, or liquidate, wind-up or dissolve (or suffer any
         liquidation or dissolution), or convey, lease, sell, transfer or
         otherwise dispose of, in one transaction or series of transactions, all
         or substantially all of the Company's consolidated business or property
         (each such transaction a "Fundamental Change"), whether now or
         hereafter acquired, except (i) Fundamental Changes permitted under
         Sections 7.3(B), 7.3(D) or 7.3(G), (ii) a Subsidiary of the Company may
         be merged into or consolidated with the Company (in which case the
         Company shall be the surviving corporation) or any wholly-owned
         Subsidiary of the Company provided the Company owns, directly or
         indirectly, a percentage of the equity of the merged entity not less
         than the percentage it owned of the Subsidiary prior to such
         Fundamental Change and if the predecessor Subsidiary was a Guarantor,
         the surviving Subsidiary shall be a Guarantor hereunder, and (iii) any
         liquidation of any Subsidiary of the Company, into the Company or
         another Subsidiary of the Company, as applicable.

                  (I)      Sales and Leasebacks. Neither the Company nor any of
         its Subsidiaries shall become liable, directly, by assumption or by
         Contingent Obligation, with respect to any Sale and Leaseback
         Transaction (other than the Permitted Sale and Leaseback Transactions),
         unless the sale involved is not prohibited under Section 7.3(B), the
         lease involved is not prohibited under Section 7.3(A) and any related
         Investment is not prohibited under Section 7.3(D).

                  (J)      Margin Regulations. Neither the Company nor any of
         its Subsidiaries, shall use all or any portion of the proceeds of any
         credit extended under this Agreement to purchase or carry Margin Stock
         in violation of any applicable legal and regulatory requirements
         including, without limitation, Regulations T, U and X, the Securities
         Act of 1933, and the Securities Exchange Act of 1934 and the
         regulations promulgated thereunder.

                  (K)      ERISA. The Company shall not

                  (i)      permit to exist any accumulated funding deficiency
              (as defined in Sections 302 of ERISA and 412 of the Code), with
              respect to any Benefit Plan, whether or not waived;

                  (ii)     terminate, or permit any Controlled Group member to
              terminate, any Benefit Plan which would result in liability of the
              Company or any Controlled Group member under Title IV of ERISA;

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                  (iii)    fail, or permit any Controlled Group member to fail,
              to pay any required installment or any other payment required
              under Section 412 of the Code on or before the due date for such
              installment or other payment; or

                  (iv)     permit any unfunded liabilities with respect to any
              Foreign Pension Plan;

         except where such transactions, events, circumstances, or failures are
         not, individually or in the aggregate, reasonably expected to result in
         liability individually or in the aggregate in excess of $10,000,000.

                  (L)      Corporate Documents. Neither the Company nor any of
         its Subsidiaries shall amend, modify or otherwise change any of the
         terms or provisions in any of their respective constituent documents as
         in effect on the Closing Date in any manner adverse to the interests of
         the Lenders, without the prior written consent of the Required Lenders.

                  (M)      Fiscal Year. Neither the Company nor any of its
         consolidated Subsidiaries shall change its fiscal year for accounting
         or tax purposes from a period consisting of the 12-month period ending
         on the last day of December of each year.

                  (N)      Subsidiary Covenants. Except as set forth on Schedule
         7.3(N), the Company will not, and will not permit any Subsidiary to,
         create or otherwise cause to become effective or suffer to exist any
         consensual encumbrance or restriction of any kind on the ability of any
         Subsidiary to pay dividends or make any other distribution on its stock
         or redemption of its stock, or make any other Restricted Payment, pay
         any Indebtedness or other Obligation owed to Company or any other
         Subsidiary, make loans or advances or other Investments in the Company
         or any other Subsidiary, or sell, transfer or otherwise convey any of
         its property to the Company or any other Subsidiary, or merge,
         consolidate with or liquidate into the Company or any other Subsidiary.

                  (O)      Hedging Obligations. The Company shall not and shall
         not permit any of its Subsidiaries to enter into any Hedging
         Arrangements evidencing Hedging Obligations, other than Hedging
         Arrangements entered into by the Company or its Subsidiaries pursuant
         to which the Company or such Subsidiary has hedged its reasonably
         estimated interest rate, foreign currency or commodity exposure, and
         which are non-speculative in nature.

                  (P)      Issuance of Disqualified Stock. From and after the
         Closing Date, neither the Company, nor any of its Subsidiaries shall
         issue any Disqualified Stock. All issued and outstanding Disqualified
         Stock shall be treated as Indebtedness for all purposes of this
         Agreement, and the amount of such deemed Indebtedness shall be the
         aggregate amount of the liquidation preference of such Disqualified
         Stock.

                  (Q)      Non-Guarantor Subsidiaries. The Company will not at
         any time permit the sum of the aggregate assets of all of the Company's
         Subsidiaries which are not Subsidiary Guarantors (the non-guarantor
         Subsidiaries being referred to collectively as the "Non-Obligor
         Subsidiaries") to exceed twenty percent (20%) of the Company's and its
         Subsidiaries consolidated assets.

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                  (R)      Intercompany Indebtedness. The Company shall not
         create, incur, assume or otherwise become or remain directly or
         indirectly liable with respect to any Indebtedness arising from loans
         from any Subsidiary to the Company unless (a) such Indebtedness is
         unsecured and (ii) such Indebtedness shall be expressly subordinate to
         the payment in full in cash of the Obligations on terms satisfactory to
         the Administrative Agent.

                  (S)      Restricted Payments. The Company shall not, nor shall
         it permit any Subsidiary to, declare, make or pay any Restricted
         Payments (other than permitted Restricted Payments listed on Schedule
         7.3(S)) in excess of $20,000,000 in the aggregate during any period of
         twelve (12) consecutive months.

                  (T)      Changes to Note Purchase Agreement and Related
         Indebtedness. The Company shall not amend, modify or supplement, or
         permit any Subsidiary to amend, modify or supplement (or consent to any
         amendment, modification or supplement of), the Note Purchase Agreement
         or any document, agreement or instrument evidencing any Indebtedness
         incurred pursuant to the Note Purchase Agreement (or any replacements,
         substitutions, extensions or renewals thereof) or pursuant to which
         such Indebtedness is issued where such amendment, modification or
         supplement provides for the following or which has any of the following
         effects:

                  (i)      increases the overall principal amount of any such
              Indebtedness or increases the amount of any single scheduled
              installment of principal or interest;

                  (ii)     shortens or accelerates the date upon which any
              installment of principal or interest becomes due or adds any
              additional mandatory redemption provisions;

                  (iii)    shortens the final maturity date of such Indebtedness
              or otherwise accelerates the amortization schedule with respect to
              such Indebtedness;

                  (iv)     increases the rate of interest accruing on such
              Indebtedness;

                  (v)      provides for the payment of additional fees or
              increases existing fees;

                  (vi)     amends or modifies any financial or negative covenant
              (or covenant which prohibits or restricts the Company or any of
              its Subsidiaries from taking certain actions) in a manner which is
              more onerous or more restrictive in any material respect to the
              Company or such Subsidiary or which is otherwise materially
              adverse to the Company, its Subsidiaries and/or the Lenders or, in
              the case of any such covenant, which places material additional
              restrictions on the Company or such Subsidiary or which requires
              the Company or such Subsidiary to comply with more restrictive
              financial ratios or which requires the Company to better its
              financial performance, in each case from that set forth in the
              existing applicable covenants in the Note Purchase Agreement or
              the applicable covenants in this Agreement; or

                  (vii)    amends, modifies or adds any affirmative covenant in
              a manner which (a) when taken as a whole, is materially adverse to
              the Company, its Subsidiaries and/or

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              the Lenders or (b) is more onerous than the existing applicable
              covenant in the Note Purchase Agreement or the applicable covenant
              in this Agreement.

                  7.4.     Financial Covenants. The Company shall comply with
the following:

                  (A)      Maximum Leverage Ratio. As of the last day of each
         fiscal quarter, the Company shall not permit the ratio (the "Leverage
         Ratio") of (i) all Adjusted Indebtedness of the Company and its
         Subsidiaries to (ii) EBITDA to be greater than 2.50 to 1.00 for the
         four-quarter period ending on such date.

                  The Leverage Ratio shall be calculated, in each case,
         determined as of the last day of each fiscal quarter based upon (a) for
         Adjusted Indebtedness, Adjusted Indebtedness as of the last day of each
         such fiscal quarter; and (b) for EBITDA, the actual amount for the
         four-quarter period ending on such day, calculated, with respect to
         Permitted Acquisitions, on a pro forma basis using historical audited
         and reviewed unaudited financial statements obtained from the seller(s)
         in such Permitted Acquisition, broken down by fiscal quarter in the
         Company's reasonable judgment and satisfactory to the Administrative
         Agent and as reported to the Administrative Agent pursuant to the
         provisions of Section 7.3(F)(b).

                  (B)      Minimum Fixed Charge Coverage Ratio. The Company and
         its consolidated Subsidiaries shall maintain a ratio ("Fixed Charge
         Coverage Ratio"), without duplication, of Consolidated Net Income
         Available for Fixed Charges for the period of four fiscal quarters
         ending on the last day of each fiscal quarter, to Consolidated Fixed
         Charges, of at least 1.75 to 1.00 as of the end of such fiscal quarter
         for the period commencing with the fiscal quarter ending on June 30,
         2003 through the Termination Date.

                  If, during the period for which Consolidated Net Income
         Available for Fixed Charges and Consolidated Fixed Charges are being
         calculated, the Company or any Subsidiary has acquired any Person (or
         the assets thereof) resulting in such Person becoming or otherwise
         resulting in a Subsidiary, compliance with this Section 7.4(B) shall be
         determined by calculating Consolidated Net Income Available for Fixed
         Charges and Consolidated Fixed Charges on a pro forma basis as if such
         Subsidiary had become such a Subsidiary on the first day of such period
         and any Indebtedness incurred in connection therewith was incurred on
         such date.

                  (C)      Minimum Consolidated Net Worth. The Company shall not
         permit its Consolidated Net Worth at any time to be less than the sum
         of (a) $235,500,000, plus (b) fifty percent (50%) of the sum of Net
         Income (if positive) earned in each fiscal quarter, commencing with the
         fiscal quarter ending on June 30, 2003, plus (c) 75% of the amount, if
         any, by which stockholders' equity of the Company is, in accordance
         with Agreement Accounting Principles, adjusted from time to time as a
         result of the issuance of any Equity Interests after March 31, 2003.

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                             ARTICLE VIII: DEFAULTS

                  8.1.     Defaults. Each of the following occurrences shall
constitute a Default under this Agreement:

                  (A)      Failure to Make Payments When Due. The Company or any
         Subsidiary Borrower shall (i) fail to pay within three (3) days of the
         date when due any of the Reimbursement Obligations or (ii) shall fail
         to pay within five (5) days of the date when due any of the other
         Obligations under this Agreement or the other Loan Documents.

                  (B)      Breach of Certain Covenants. The Company shall fail
         duly and punctually to perform or observe any agreement, covenant or
         obligation binding on the Company under Sections 7.1(A), 7.2(A),
         7.2(F), 7.2(K), 7.3 or 7.4.

                  (C)      Breach of Representation or Warranty. Any
         representation or warranty made or deemed made by the Company or any
         Subsidiary Borrower to the Administrative Agent or any Lender herein or
         by the Company or any Subsidiary Borrower or any of its Subsidiaries in
         any of the other Loan Documents or in any statement or certificate or
         information at any time given by any such Person pursuant to any of the
         Loan Documents shall be false or misleading in any material respect on
         the date as of which made (or deemed made).

                  (D)      Other Defaults. The Company or any Subsidiary
         Borrower shall default in the performance of or compliance with any
         term contained in this Agreement (other than as covered by paragraphs
         (A) or (B) or (C) of this Section 8.1), or the Company or any
         Subsidiary Borrower or any of its Subsidiaries shall default in the
         performance of or compliance with any term contained in any of the
         other Loan Documents, and such default shall continue for thirty (30)
         days after the occurrence thereof.

                  (E)      Default as to Other Indebtedness. The Company or any
         of its Subsidiaries shall fail to make any payment when due (whether by
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise) with respect to (i) any Indebtedness (other than
         Indebtedness hereunder), beyond any period of grace provided with
         respect thereto, which individually or together with other such
         Indebtedness as to which any such failure or other Default under this
         clause (E) exists has an aggregate outstanding principal amount equal
         to or in excess of Ten Million and 00/100 Dollars ($10,000,000) or (ii)
         Indebtedness under the Three-Year Credit Agreement, beyond any period
         of grace provided with respect thereto (such Indebtedness under clauses
         (i) and (ii) being "Material Indebtedness"); or any breach, default or
         event of default (including any termination event, amortization event,
         liquidation event or event of like import arising under any agreement
         or instrument giving rise to any Off-Balance Sheet Liabilities) shall
         occur, or any other condition shall exist under any instrument,
         agreement or indenture pertaining to any such Material Indebtedness,
         beyond any period of grace, if any, provided with respect thereto, if
         the effect thereof is to cause an acceleration, mandatory redemption, a
         requirement that the Company offer to purchase such Indebtedness or
         other required repurchase or early amortization of such Indebtedness,
         or permit the holder(s) of such Indebtedness to accelerate the maturity
         of any such Indebtedness or require a

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<PAGE>

         redemption, early amortization or repurchase of such Indebtedness; or
         any such Indebtedness shall be otherwise declared to be due and payable
         (by acceleration or otherwise) or required to be prepaid, redeemed,
         amortized or otherwise repurchased by the Company or any of its
         Subsidiaries (other than by a regularly scheduled required prepayment)
         prior to the stated maturity thereof.

                  (F)      Involuntary Bankruptcy; Appointment of Receiver, Etc.

                  (i)      An involuntary case shall be commenced against the
              Company or any of the Company's Subsidiaries and the petition
              shall not be dismissed, stayed, bonded or discharged within
              forty-five (45) days after commencement of the case; or a court
              having jurisdiction in the premises shall enter a decree or order
              for relief in respect of the Company or any of the Company's
              Subsidiaries in an involuntary case, under any applicable
              bankruptcy, insolvency or other similar law now or hereinafter in
              effect; or any other similar relief shall be granted under any
              applicable federal, state, local or foreign law.

                  (ii)     A decree or order of a court having jurisdiction in
              the premises for the appointment of a receiver, liquidator,
              sequestrator, trustee, custodian or other officer having similar
              powers over the Company or any of the Company's Subsidiaries or
              over all or a substantial part of the property of the Company or
              any of the Company's Subsidiaries shall be entered; or an interim
              receiver, trustee or other custodian of the Company or any of the
              Company's Subsidiaries or of all or a substantial part of the
              property of the Company or any of the Company's Subsidiaries shall
              be appointed or a warrant of attachment, execution or similar
              process against any substantial part of the property of the
              Company or any of the Company's Subsidiaries shall be issued and
              any such event shall not be stayed, dismissed, bonded or
              discharged within forty-five (45) days after entry, appointment or
              issuance.

                  (G)      Voluntary Bankruptcy; Appointment of Receiver, Etc.
         The Company or any of the Company's Subsidiaries shall (i) commence a
         voluntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, (ii) consent to the entry of an
         order for relief in an involuntary case, or to the conversion of an
         involuntary case to a voluntary case, under any such law, (iii) consent
         to the appointment of or taking possession by a receiver, trustee or
         other custodian for all or a substantial part of its property, (iv)
         make any assignment for the benefit of creditors or (v) take any
         corporate action to authorize any of the foregoing.

                  (H)      Judgments and Attachments. Any money judgment(s),
         writ or warrant of attachment, or similar process against the Company
         or any of its Subsidiaries or any of their respective assets involving
         in any single case or in the aggregate an amount in excess of Ten
         Million and 00/100 Dollars ($10,000,000) (to the extent not covered by
         independent third party insurance as to which the insurer does not
         dispute coverage) is or are entered and shall remain undischarged,
         unvacated, unbonded or unstayed for a period of thirty (30) days or in
         any event later than fifteen (15) days prior to the date of any
         proposed sale thereunder.

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                  (I)      Dissolution. Any order, judgment or decree shall be
         entered against the Company or any Subsidiary decreeing its involuntary
         dissolution or split up and such order shall remain undischarged and
         unstayed for a period in excess of forty-five (45) days; or the Company
         or any Subsidiary shall otherwise dissolve or cease to exist except as
         specifically permitted by this Agreement.

                  (J)      Loan Documents. At any time, for any reason, any Loan
         Document as a whole that materially affects the ability of the
         Administrative Agent, or any of the Lenders to enforce the Obligations
         ceases to be in full force and effect or the Company or any of the
         Company's Subsidiaries party thereto seeks to repudiate its obligations
         thereunder.

                  (K)      Termination Event. Any Termination Event occurs which
         the Required Lenders believe is reasonably likely to subject the
         Company to liability in excess of $10,000,000.

                  (L)      Waiver of Minimum Funding Standard. If the plan
         administrator of any Plan applies under Section 412(d) of the Code for
         a waiver of the minimum funding standards of Section 412(a) of the Code
         and any Lender believes the substantial business hardship upon which
         the application for the waiver is based could reasonably be expected to
         subject either the Company or any Controlled Group member to liability
         in excess of $10,000,000.

                  (M)      Change of Control. A Change of Control shall occur.

                  (N)      Environmental Matters. The Company or any of its
         Subsidiaries shall be the subject of any proceeding or investigation
         (other than in connection with a Product Liability Event) pertaining to
         (i) the Release by the Company or any of its Subsidiaries of any
         Contaminant into the environment, (ii) the liability of the Company or
         any of its Subsidiaries arising from the Release by any other Person of
         any Contaminant into the environment, or (iii) any violation of any
         Environmental, Health or Safety Requirements of Law which by the
         Company or any of its Subsidiaries, which, in any case, has or is
         reasonably likely to subject the Company to liability individually or
         in the aggregate in excess of $10,000,000 (to the extent not covered by
         independent third party insurance as to which the insurer does not
         dispute coverage).

                  (O)      Guarantor Revocation. Any Guarantor of the
         Obligations shall terminate or revoke any of its obligations under the
         applicable Guaranty or breach any of the material terms of such
         Guaranty.

     A Default shall be deemed "continuing" until cured or until waived in
     writing in accordance with Section 9.2.

           ARTICLE IX: ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

                  9.1.     Termination of Commitments; Acceleration. (i) If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the
Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligation of
any Issuing Banks to issue Letters of Credit hereunder

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shall automatically terminate and the Obligations shall immediately become due
and payable without any election, action, presentment, demand, protest or notice
of any kind on the part of the Administrative Agent or any Lender, all of which
the Borrowers expressly waive. If any other Default occurs, the Required Lenders
may terminate or suspend the obligation of the Issuing Banks to issue Letters of
Credit hereunder, or declare the Obligations to be due and payable, or both,
whereupon the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrowers
expressly waive. In either case, upon the Obligations becoming so due and
payable, each Borrower will be and become thereby unconditionally obligated,
without any further notice, act or demand, to pay to the Administrative Agent an
amount in immediately available funds, which funds shall be held in the L/C
Collateral Account, equal to the difference of (x) the amount of L/C Obligations
at such time plus the aggregate amount of all fees and expenses that may accrue
or arise until all Letters of Credit have expired or been terminated, less (y)
the amount on deposit in the L/C Collateral Account at such time which is free
and clear of all rights and claims of third parties and has not been applied
against the Obligations (such difference, the "COLLATERAL SHORTFALL AMOUNT").

                  (ii)     If at any time while any Default is continuing, the
         Administrative Agent determines that the Collateral Shortfall Amount at
         such time is greater than zero, the Administrative Agent may make
         demand on the Borrowers to pay, and the Borrowers will, forthwith upon
         such demand and without any further notice or act, pay to the
         Administrative Agent the Collateral Shortfall Amount, which funds shall
         be deposited in the L/C Collateral Account.

                  (iii)    The Administrative Agent may at any time while any
         Default is continuing and funds are deposited in the L/C Collateral
         Account, apply such funds to the payment of the Obligations and any
         other amounts as shall from time to time have become due and payable by
         any Borrower to the Administrative Agent, the Lenders or the Issuing
         Banks under the Loan Documents.

                  (iv)     At any time while any Default is continuing, neither
         any Borrower nor any Person claiming on behalf of or through any
         Borrower shall have any right to withdraw any of the funds held in the
         L/C Collateral Account. After all of the Obligations have been
         indefeasibly paid in full and the Aggregate Commitment has been
         terminated, any funds remaining in the L/C Collateral Account shall be
         returned by the Administrative Agent to the Company or paid to whomever
         may be legally entitled thereto at such time.

                  9.2.     Amendments. Subject to the provisions of this Article
IX, the Required Lenders (or the Administrative Agent with the consent in
writing of the Required Lenders) and the Borrowers may enter into agreements
supplemental hereto for the purpose of adding or modifying any provisions to the
Loan Documents or changing in any manner the rights of the Lenders or the
Borrowers hereunder or waiving any Default hereunder; provided, however, that no
such supplemental agreement shall, without the consent of each Lender affected
thereby:

                  (i)      Postpone or extend the Termination Date or any other
         date fixed for any payment of principal of, or interest on, the
         Reimbursement Obligations or any fees or other amounts payable to such
         Lender (except with respect to (a) any modifications of

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              the provisions relating to amounts, timing or application of
              optional prepayments of Obligations, which modification shall
              require only the approval of the Required Lenders and (b) a waiver
              of the application of the default rate of interest pursuant to
              Section 2.10 hereof which waiver shall require only the approval
              of the Required Lenders) or amend any provision of Section 2.4.

                  (ii)     Reduce the principal Dollar Amount of any L/C
              Obligations, or reduce the rate or extend the time of payment of
              interest or fees thereon (other than a waiver of the application
              of the default rate of interest pursuant to Section 2.10 hereof).

                  (iii)    Reduce the percentage specified in the definition of
              Required Lenders or any other percentage of Lenders specified to
              be the applicable percentage in this Agreement to act on specified
              matters or amend the definitions of "Required Lenders," "Pro Rata
              Share" or "Combined Pro Rata Share".

                  (iv)     Increase the amount of the Commitment, of any Lender
              hereunder, increase any Lender's Pro Rata Share or modify the
              obligation of any Lender to make a disbursement in its Pro Rata
              Share thereof.

                  (v)      Permit the Company or, other than pursuant to a
              transaction permitted under the terms of this Agreement, any
              Subsidiary Borrower to assign its rights under this Agreement.

                  (vi)     Other than pursuant to a transaction permitted by the
              terms of this Agreement, release any Guarantor from its
              obligations under the Guaranty.

                  (vii)    Amend Section 7.2(K), Section 13.2, Section 13.3 or
              this Section 9.2.

              No amendment of any provision of this Agreement relating to(a) the
         Administrative Agent shall be effective without the written consent of
         the Administrative Agent and (b) any Issuing Bank shall be effective
         without the written consent of such Issuing Bank. The Administrative
         Agent may waive payment of the fee required under Section 14.3(B)
         without obtaining the consent of any of the Lenders. Notwithstanding
         anything herein to the contrary, the Administrative Agent may amend the
         provisions of Exhibits A-1 and A-2 from time to time to take into
         account the effectiveness of assignments made pursuant to Section 14.3
         or changes in the Commitments pursuant to Section 2.5 or changes in the
         identities of the Issuing Banks, provided the failure to do so shall
         not otherwise affect the rights or obligations of the Lenders or the
         Borrowers hereunder.

              The Administrative Agent may notify the other parties to this
         Agreement of any amendments to this Agreement which the Administrative
         Agent reasonably determines to be necessary as a result of the
         commencement of the third stage of the European Economic and Monetary
         Union. Notwithstanding anything to the contrary contained herein, any
         amendments so notified shall take effect in accordance with the terms
         of the relevant notification.

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                  9.3.     Preservation of Rights. No delay or omission of the
Lenders or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of the Company or
any other Borrower to satisfy the conditions precedent to issuance of such
Letter of Credit shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the requisite number of
Lenders required pursuant to Section 9.2, and then only to the extent in such
writing specifically set forth. All remedies contained in the Loan Documents or
by law afforded shall be cumulative and all shall be available to the
Administrative Agent and the Lenders until all of the Termination Conditions
shall have been satisfied.

                               ARTICLE X: GUARANTY

                  10.1.    Guaranty. For valuable consideration, the receipt of
which is hereby acknowledged, and to induce the Lenders to issue and participate
in Letters of Credit, the Company and each Subsidiary Borrower (collectively,
the "Borrower Guarantors") hereby absolutely and unconditionally guarantees
prompt payment when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, of any and all existing and future
Obligations of each Borrower to the Administrative Agent, the Lenders, the
Issuing Banks, or any of them, under or with respect to the Loan Documents,
whether for principal, interest, fees, expenses or otherwise (collectively, the
"Guaranteed Obligations").

                  10.2.    Waivers; Subordination of Subrogation.

                  (A)      Each Borrower Guarantor waives notice of the
         acceptance of this guaranty and of the extension or continuation of the
         Guaranteed Obligations or any part thereof. Each Borrower Guarantor
         further waives presentment, protest, notice of notices delivered or
         demand made on any Borrower or action or delinquency in respect of the
         Guaranteed Obligations or any part thereof, including any right to
         require the Administrative Agent and the Lenders to sue any Borrower,
         any other guarantor or any other Person obligated with respect to the
         Guaranteed Obligations or any part thereof; provided, that if at any
         time any payment of any portion of the Guaranteed Obligations is
         rescinded or must otherwise be restored or returned upon the
         insolvency, bankruptcy or reorganization of any of the Borrowers or
         otherwise, the Borrower Guarantor's obligations hereunder with respect
         to such payment shall be reinstated at such time as though such payment
         had not been made and whether or not the Administrative Agent or the
         Lenders are in possession of this guaranty. The Administrative Agent
         and the Lenders shall have no obligation to disclose or discuss with
         the Company their assessments of the financial condition of the
         Borrowers.

                  (B)      Until the Guaranteed Obligations have been
         indefeasibly paid in full in cash, each Borrower Guarantor (i) shall
         have no right of subrogation with respect to such Guaranteed
         Obligations and (ii) waives any right to enforce any remedy which the
         Administrative Agent now has or may hereafter have against any
         Borrower, any other

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<PAGE>

         Guarantor, any endorser or any guarantor of all or any part of the
         Guaranteed Obligations or any other Person. Should any Borrower
         Guarantor have the right, notwithstanding the foregoing, to exercise
         its subrogation rights, each Borrower Guarantor hereby expressly and
         irrevocably (a) subordinates any and all rights at law or in equity to
         subrogation, reimbursement, exoneration, contribution, indemnification
         or set off that such Borrower Guarantor may have to the indefeasible
         payment in full in cash of the Guaranteed Obligations and (b) waives
         any and all defenses available to a surety, guarantor or accommodation
         co-obligor until the Guaranteed Obligations are indefeasibly paid in
         full in cash. Each Borrower Guarantor acknowledges and agrees that this
         subordination is intended to benefit the Administrative Agent and shall
         not limit or otherwise affect any Borrower Guarantor liability
         hereunder or the enforceability of this Guaranty, and that the
         Administrative Agent, the Lenders and their successors and assigns are
         intended third party beneficiaries of the waivers and agreements set
         forth in this Section 10.2.

                  10.3.    Guaranty Absolute. This guaranty is a guaranty of
payment and not of collection, is a primary obligation of each Borrower
Guarantor and not one of surety, and the validity and enforceability of this
guaranty shall be absolute and unconditional irrespective of, and shall not be
impaired or affected by any of the following: (a) any extension, modification or
renewal of, or indulgence with respect to, or substitutions for, the Guaranteed
Obligations or any part thereof or any agreement relating thereto at any time;
(b) any failure or omission to enforce any right, power or remedy with respect
to the Guaranteed Obligations or any part thereof or any agreement relating
thereto; (c) any waiver of any right, power or remedy with respect to the
Guaranteed Obligations or any part thereof or any agreement relating thereto;
(d) any release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, any other guaranties with respect
to the Guaranteed Obligations or any part thereof, or any other obligation of
any Person with respect to the Guaranteed Obligations or any part thereof; (e)
the enforceability or validity of the Guaranteed Obligations or any part thereof
or the genuineness, enforceability or validity of any agreement relating
thereto, including, without limitation, as a result of a Country Risk Event; (f)
the application of payments received from any source to the payment of
obligations other than the Guaranteed Obligations, any part thereof or amounts
which are not covered by this guaranty even though the Administrative Agent and
the Lenders might lawfully have elected to apply such payments to any part or
all of the Guaranteed Obligations or to amounts which are not covered by this
guaranty; (g) any change in the ownership of any Borrower or the insolvency,
bankruptcy or any other change in the legal status of any Borrower; (h) the
change in or the imposition of any law, decree, regulation or other governmental
act which does or might impair, delay or in any way affect the validity,
enforceability or the payment when due of the Guaranteed Obligations; (i) the
failure of the Company or any other Borrower to maintain in full force, validity
or effect or to obtain or renew when required all governmental and other
approvals, licenses or consents required in connection with the Guaranteed
Obligations or this guaranty, or to take any other action required in connection
with the performance of all obligations pursuant to the Guaranteed Obligations
or this guaranty; (j) the existence of any claim, setoff or other rights which
the Company may have at any time against any Borrower, or any other Person in
connection herewith or an unrelated transaction; or (k) any other circumstances,
whether or not similar to any of the foregoing, which could constitute a defense
to a guarantor; all whether or not such Borrower Guarantor shall have had notice
or knowledge of any act or omission referred to in the foregoing clauses (a)
through (k) of this paragraph. It is agreed that each Borrower Guarantor's
liability hereunder is several

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and independent of any other guaranties or other obligations at any time in
effect with respect to the Guaranteed Obligations or any part thereof and that
each Borrower Guarantor's liability hereunder may be enforced regardless of the
existence, validity, enforcement or non-enforcement of any such other guaranties
or other obligations or any provision of any applicable law or regulation
purporting to prohibit payment by any Borrower of the Guaranteed Obligations in
the manner agreed upon between the Borrower and the Administrative Agent and the
Lenders.

                  10.4.    Acceleration. Each Borrower Guarantor agrees that, as
between such Borrower Guarantor on the one hand, and the Lenders and the
Administrative Agent, on the other hand, the obligations of each Borrower
guaranteed under this Article X may be declared to be forthwith due and payable,
or may be deemed automatically to have been accelerated, as provided in Section
9.1 hereof for purposes of this Article X, notwithstanding any stay, injunction
or other prohibition (whether in a bankruptcy proceeding affecting such Borrower
or otherwise) preventing such declaration as against such Borrower and that, in
the event of such declaration or automatic acceleration, such obligations
(whether or not due and payable by such Borrower) shall forthwith become due and
payable by each Borrower Guarantor for purposes of this Article X.

                  10.5.    Marshaling; Reinstatement. None of the Lenders nor
the Administrative Agent nor any Person acting for or on behalf of the Lenders
or the Administrative Agent shall have any obligation to marshal any assets in
favor of any Borrower Guarantor or against or in payment of any or all of the
Guaranteed Obligations. If any Borrower Guarantor or any other guarantor of all
or any part of the Guaranteed Obligations makes a payment or payments to any
Lender or the Administrative Agent, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to any Borrower Guarantor or any other
guarantor or any other Person, or their respective estates, trustees, receivers
or any other party, including, without limitation, each Borrower Guarantor,
under any bankruptcy law, state or federal law, common law or equitable cause,
then, to the extent of such payment or repayment, the part of the Guaranteed
Obligations which has been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the time immediately
preceding such initial payment, reduction or satisfaction.

                  10.6.    Termination Date. This guaranty shall continue in
effect until the earlier of (a) the Facility Termination Date, and (b) the date
on which this Agreement has otherwise expired or been terminated in accordance
with its terms and all of the Guaranteed Obligations have been paid in full in
cash, subject to the proviso in Section 10.2(A).

                         ARTICLE XI: GENERAL PROVISIONS

                  11.1.    Survival of Representations. All representations and
warranties of the Borrowers contained in this Agreement shall survive delivery
of this Agreement and the issuance of the Letters of Credit herein contemplated
so long as any principal, accrued interest, fees, or any other amount due and
payable under any Loan Document is outstanding and unpaid (other than contingent
reimbursement and indemnification obligations) and so long as the Commitments
have not been terminated.

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                  11.2.    Governmental Regulation. Anything contained in this
Agreement to the contrary notwithstanding, no Lender shall be obligated to
extend credit to the Company or any other Borrower in violation of any
limitation or prohibition provided by any applicable statute or regulation.

                  11.3.    Performance of Obligations. The Borrowers agree that
the Administrative Agent may, but shall have no obligation to (i) at any time,
pay or discharge taxes, liens, security interests or other encumbrances levied
or placed on or threatened against any property of any Borrower to the extent
any such Borrower is required by the terms hereof to pay any such amount, but
has not done so and (ii) after the occurrence and during the continuance of a
Default, to make any other payment or perform any act required of the Company or
any other Borrower under any Loan Document or take any other action which the
Administrative Agent in its discretion deems necessary or desirable to protect
or preserve such property of the Company. The Administrative Agent shall use its
reasonable efforts to give the applicable Borrower notice of any action taken
under this Section 11.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
applicable Borrower's obligations in respect thereof. The Borrowers agree to pay
the Administrative Agent, upon demand, the principal amount of all funds
advanced by the Administrative Agent under this Section 11.3, together with
interest thereon at the rate from time to time applicable to Reimbursement
Obligations from the date of such advance until the outstanding principal
balance thereof is paid in full. If any Borrower fails to make payment in
respect of any such advance under this Section 11.3 within one (1) Business Day
after the date the applicable Borrower receives written demand therefor from the
Administrative Agent, the Administrative Agent shall promptly notify each Lender
and each Lender agrees that it shall thereupon make available to the
Administrative Agent, in Dollars in immediately available funds, the amount
equal to such Lender's Pro Rata Share of such advance. If such funds are not
made available to the Administrative Agent by such Lender within one (1)
Business Day after the Administrative Agent's demand therefor, the
Administrative Agent will be entitled to recover any such amount from such
Lender together with interest thereon at the Federal Funds Effective Rate for
each day during the period commencing on the date of such demand and ending on
the date such amount is received. The failure of any Lender to make available to
the Administrative Agent its Pro Rata Share of any such unreimbursed advance
under this Section 11.3 shall neither relieve any other Lender of its obligation
hereunder to make available to the Administrative Agent such other Lender's Pro
Rata Share of such advance on the date such payment is to be made nor increase
the obligation of any other Lender to make such payment to the Administrative
Agent.

                  11.4.    Headings. Section headings in the Loan Documents are
for convenience of reference only, and shall not govern the interpretation of
any of the provisions of the Loan Documents.

                  11.5.    Entire Agreement. The Loan Documents and the fee
letters described in Section 5.1(viii) hereof embody the entire agreement and
understanding among the Borrowers, the Administrative Agent, the Syndication
Agent and the Lenders and supersede all prior agreements and understandings
among the Borrowers, the Administrative Agent, the Syndication Agent and the
Lenders relating to the subject matter thereof.

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                  11.6.    Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other Lender (except to the extent
to which the Administrative Agent is authorized to act as such). The failure of
any Lender to perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

                  11.7.    Expenses; Indemnification.

                  (A)      Expenses. The Borrowers shall reimburse the
         Administrative Agent and each Arranger for any reasonable costs,
         internal charges and out-of-pocket expenses (including reasonable
         attorneys' and paralegals' fees and time charges of attorneys and
         paralegals for the Administrative Agent or such Arranger, which
         attorneys and paralegals may be employees of the Administrative Agent
         or such Arranger) paid or incurred by the Administrative Agent or such
         Arranger in connection with the preparation, negotiation, execution,
         delivery, syndication, distribution (including via the internet),
         review, amendment, modification, and administration of the Loan
         Documents. The Borrowers also agree to reimburse the Administrative
         Agent and each Arranger and the Lenders for any costs, internal charges
         and out-of-pocket expenses (including attorneys' and paralegals' fees
         and time charges of attorneys and paralegals for the Administrative
         Agent and such Arranger and the Lenders, which attorneys and paralegals
         may be employees of the Administrative Agent or such Arranger or the
         Lenders) paid or incurred by the Administrative Agent or such Arranger
         or any Lender in connection with the collection of the Obligations and
         enforcement of the Loan Documents. In addition to expenses set forth
         above, the Borrowers agree to reimburse the Administrative Agent,
         promptly after the Administrative Agent's request therefor, for each
         audit, or other business analysis performed by or for the benefit of
         the Lenders in connection with this Agreement or the other Loan
         Documents in an amount equal to the Administrative Agent's then
         customary charges for each person employed to perform such audit or
         analysis, plus all costs and expenses (including without limitation,
         travel expenses) incurred by the Administrative Agent in the
         performance of such audit or analysis. Administrative Agent shall
         provide the Borrowers with a detailed statement of all reimbursements
         requested under this Section 11.7(A).

                  (B)      Indemnity. The Borrowers further agree to defend,
         protect, indemnify, and hold harmless the Administrative Agent, each
         Arranger and each and all of the Lenders and each of their respective
         Affiliates, and each of such Administrative Agent's, Arranger's,
         Lender's, or Affiliate's respective officers, directors, trustees,
         investment advisors, employees, attorneys and agents (including,
         without limitation, those retained in connection with the satisfaction
         or attempted satisfaction of any of the conditions set forth in Article
         V) (collectively, the "Indemnitees") from and against any and all
         liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, claims, costs, expenses of any kind or nature
         whatsoever (including, without limitation, the fees and disbursements
         of counsel for such Indemnitees in connection with any investigative,
         administrative or judicial proceeding, whether or not any of such
         Indemnitees shall be

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         designated a party thereto), imposed on, incurred by, or asserted
         against such Indemnitees in any manner relating to or arising out of:

                  (i)      this Agreement or any of the other Loan Documents, or
              any act, event or transaction related or attendant thereto or to
              the issuance of and participation in Letters of Credit hereunder,
              the management of such Letters of Credit, the use or intended use
              of the proceeds of Letters of Credit hereunder, or any of the
              other transactions contemplated by the Loan Documents; or

                  (ii)     any liabilities, obligations, responsibilities,
              losses, damages, personal injury, death, punitive damages,
              economic damages, consequential damages, treble damages,
              intentional, willful or wanton injury, damage or threat to the
              environment, natural resources or public health or welfare, costs
              and expenses (including, without limitation, attorney, expert and
              consulting fees and costs of investigation, feasibility or
              remedial action studies), fines, penalties and monetary sanctions,
              interest, direct or indirect, known or unknown, absolute or
              contingent, past, present or future relating to violation of any
              Environmental, Health or Safety Requirements of Law arising from
              or in connection with the past, present or future operations of
              the Company, its Subsidiaries or any of their respective
              predecessors in interest, or, the past, present or future
              environmental, health or safety condition of any respective
              property of the Company or its Subsidiaries, the presence of
              asbestos-containing materials at any respective property of the
              Company or its Subsidiaries or the Release or threatened Release
              of any Contaminant into the environment (collectively, the
              "Indemnified Matters");

         provided, however, no Borrower shall have any obligation to an
         Indemnitee hereunder with respect to Indemnified Matters caused solely
         by or resulting solely from the willful misconduct or Gross Negligence
         of such Indemnitee with respect to the Loan Documents, as determined by
         the final non-appealed judgment of a court of competent jurisdiction.
         If the undertaking to indemnify, pay and hold harmless set forth in the
         preceding sentence may be unenforceable because it is violative of any
         law or public policy, the applicable Borrower shall contribute the
         maximum portion which it is permitted to pay and satisfy under
         applicable law, to the payment and satisfaction of all Indemnified
         Matters incurred by the Indemnitees.

                  (C)      Waiver of Certain Claims; Settlement of Claims.
         Neither the Administrative Agent, either Arranger, any Lender nor the
         Company or any other Borrower shall be liable under this Agreement or
         any Loan Document or in respect of any act, omission or event relating
         to the transaction contemplated hereby or thereby, on any theory of
         liability seeking consequential, special, indirect, exemplary or
         punitive damages. No settlement shall be entered into by the Company or
         any of its Subsidiaries with respect to any claim, litigation,
         arbitration or other proceeding relating to or arising out of the
         transactions evidenced by this Agreement or the other Loan Documents
         (whether or not the Administrative Agent or any Lender or any
         Indemnitee is a party thereto) unless such settlement releases all
         Indemnitees from any and all liability with respect thereto.

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                  (D)      Survival of Agreements. The obligations and
         agreements of the Borrowers under this Section 11.7 shall survive the
         termination of this Agreement.

                  11.8.    Numbers of Documents. All statements, notices,
closing documents, and requests hereunder shall be furnished to the
Administrative Agent with sufficient counterparts so that the Administrative
Agent may furnish one to each of the Lenders.

                  11.9.    Accounting. Except as provided to the contrary
herein, all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Company or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein ("Accounting Changes"), the parties hereto
agree, at the Company's request, to enter into negotiations, in good faith, in
order to amend such provisions in a credit neutral manner so as to reflect
equitably such changes with the desired result that the criteria for evaluating
the Company's and its Subsidiaries' financial condition shall be the same after
such changes as if such changes had not been made; provided, however, until such
provisions are amended in a manner reasonably satisfactory to the Administrative
Agent and the Required Lenders, no Accounting Change shall be given effect in
such calculations and all financial statements and reports required to be
delivered hereunder shall be prepared in accordance with Agreement Accounting
Principles without taking into account such Accounting Changes. In the event
such amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment.

                  11.10.   Severability of Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

                  11.11.   Nonliability of Lenders. The relationship between the
Borrowers and the Lenders and the Administrative Agent shall be solely that of
borrower and lender. Neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrowers. Neither the Administrative
Agent nor any Lender undertakes any responsibility to any Borrower to review or
inform any Borrower of any matter in connection with any phase of the Borrowers'
business or operations.

                  11.12.   GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS
AGREEMENT, ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY
ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY BORROWER AND THE
ADMINISTRATIVE AGENT, ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN

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ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING SECTION 735 ILCS 105/5-1 ET SEQ.
BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE
OF ILLINOIS.

                  11.13.   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY
TRIAL.

                  (A)      EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN CLAUSE
         (B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM
         ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
         RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT
         OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER ARISING IN CONTRACT, TORT,
         EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL
         COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO ACKNOWLEDGE
         THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
         LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO WAIVES
         IN ALL DISPUTES BROUGHT PURSUANT TO THIS CLAUSE (A) ANY OBJECTION THAT
         IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

                  (B)      OTHER JURISDICTIONS. EACH BORROWER AGREES THAT THE
         ADMINISTRATIVE AGENT AND ANY LENDER SHALL HAVE THE RIGHT TO PROCEED
         AGAINST EACH BORROWER OR ITS RESPECTIVE PROPERTY IN A COURT IN ANY
         LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER
         ANY BORROWER OR (2) IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
         ENTERED IN FAVOR OF SUCH PERSON. EACH BORROWER AGREES THAT IT WILL NOT
         ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH
         PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH
         PERSON. EACH BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE
         LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING
         DESCRIBED IN THIS CLAUSE (B).

                  (C)      VENUE. EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION
         (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR
         BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR
         HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
         RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
         AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY
         JURISDICTION SET FORTH ABOVE.

                  (D)      SERVICE OF PROCESS. EACH BORROWER IRREVOCABLY
         CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
         ARTICLE XV, AND THE COMPANY AND EACH BORROWER OR GUARANTOR LOCATED OR
         ORGANIZED OUTSIDE OF THE STATE OF

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         ILLINOIS HEREBY IRREVOCABLY APPOINTS THE COMPANY AT THE ADDRESS
         PROVIDED IN SECTION 15.1, AS ITS AGENT FOR SERVICE OF PROCESS OUT OF
         ANY OF THE COURTS REFERRED TO IN PARAGRAPHS (A) AND (B) ABOVE. NOTHING
         IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT
         TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                  (E)      WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
         IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
         ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING
         OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
         ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
         INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
         HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH
         CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
         TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL
         COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
         EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
         RIGHT TO TRIAL BY JURY.

                  (F)      ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO
         EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND,
         SPECIFICALLY, THE PROVISIONS OF SECTION 11.7 AND THIS SECTION 11.13,
         WITH ITS COUNSEL.

                  11.14.   Other Transactions. Each of the Administrative Agent,
the Arrangers, the Lenders, the Issuing Banks and the Borrowers acknowledge that
the Lenders (or Affiliates of the Lenders) may, from time to time, effect
transactions for their own accounts or the accounts of customers, and hold
positions in loans or options on loans of the Company, the Company's
Subsidiaries and other companies that may be the subject of this credit
arrangement and nothing in this Agreement shall impair the right of any such
Person to enter into any such transaction (to the extent it is not expressly
prohibited by the terms of this Agreement) or give any other Person any claim or
right of action hereunder as a result of the existence of the credit
arrangements hereunder, all of which are hereby waived. In addition, certain
Affiliates of one or more of the Lenders are or may be securities firms and as
such may effect, from time to time, transactions for their own accounts or for
the accounts of customers and hold positions in securities or options on
securities of the Company, the Company's Subsidiaries and other companies that
may be the subject of this credit arrangement and nothing in this Agreement
shall impair the right of any such Person to enter into any such transaction (to
the extent it is not expressly prohibited by the terms of this Agreement) or
give any other Person any claim or right of action hereunder as a result of the
existence of the credit arrangements hereunder, all of which are hereby waived.
Each of the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks
and the Borrowers acknowledges and consents to these multiple roles, and further
acknowledges that the fact that any such unit or Affiliate is providing another
service or product or proposal therefor to the Company or any of its
Subsidiaries does not mean that such service, product, or proposal is

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or will be acceptable to any of the Administrative Agent, the Arrangers, the
Lenders or the Issuing Banks.

                  11.15.   Subordination of Intercompany Indebtedness. Each
Borrower agrees that any and all claims of such Borrower against a Guarantor
with respect to any "Intercompany Indebtedness" (as hereinafter defined) shall
be subordinate and subject in right of payment to the prior payment, in full and
in cash, of all Obligations and Hedging Obligations under Hedging Arrangements
entered into with the Lenders or any of their Affiliates ("Designated Hedging
Agreements"); provided that, and not in contravention of the foregoing, so long
as no Default has occurred and is continuing each Borrower may make loans to and
receive payments in the ordinary course with respect to such Intercompany
Indebtedness from each such Guarantor to the extent not prohibited by the terms
of this Agreement and the other Loan Documents. Notwithstanding any right of any
Borrower to ask, demand, sue for, take or receive any payment from any
Guarantor, all rights, liens and security interests of any Borrower, whether now
or hereafter arising and howsoever existing, in any assets of any Guarantor
shall be and are subordinated to the rights of the holders of the Obligations
and the Administrative Agent in those assets. No Borrower shall have any right
to possession of any such asset or to foreclose upon any such asset, whether by
judicial action or otherwise, unless and until all of the Obligations (other
than contingent indemnity obligations) and the Hedging Obligations under
Designated Hedging Agreements shall have been fully paid and satisfied (in cash)
and all financing arrangements pursuant to any Loan Document or Designated
Hedging Agreement have been terminated. If all or any part of the assets of any
Guarantor, or the proceeds thereof, are subject to any distribution, division or
application to the creditors of such Guarantor, whether partial or complete,
voluntary or involuntary, and whether by reason of liquidation, bankruptcy,
arrangement, receivership, assignment for the benefit of creditors or any other
action or proceeding, or if the business of any such Guarantor is dissolved or
if substantially all of the assets of any such Guarantor are sold, then, and in
any such event (such events being herein referred to as an "Insolvency Event"),
any payment or distribution of any kind or character, either in cash, securities
or other property, which shall be payable or deliverable upon or with respect to
any indebtedness of any Guarantor to any Borrower ("Intercompany Indebtedness")
shall be paid or delivered directly to the Administrative Agent for application
on any of the Obligations and Hedging Obligations under Designated Hedging
Agreements, due or to become due, until such Obligations and Hedging Obligations
(other than contingent indemnity obligations) shall have first been fully paid
and satisfied (in cash). Should any payment, distribution, security or
instrument or proceeds thereof be received by any Borrower upon or with respect
to the Intercompany Indebtedness after an Insolvency Event prior to the
satisfaction of all of the Obligations (other than contingent indemnity
obligations) and Hedging Obligations under Designated Hedging Agreements and the
termination of all financing arrangements pursuant to any Loan Document and or
Designated Hedging Agreements, such Borrower shall receive and hold the same in
trust, as trustee, for the benefit of the holders of the Obligations and such
Hedging Obligations and shall forthwith deliver the same to the Administrative
Agent, for the benefit of such Persons, in precisely the form received (except
for the endorsement or assignment of such Borrower where necessary), for
application to any of the Obligations and such Hedging Obligations, due or not
due, and, until so delivered, the same shall be held in trust by such Borrower
as the property of the holders of the Obligations and such Hedging Obligations.
If any Borrower fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or
employees are

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irrevocably authorized to make the same. Each Borrower agrees that until the
Obligations (other than the contingent indemnity obligations) and such Hedging
Obligations have been paid in full (in cash) and satisfied and all financing
arrangements pursuant to any Loan Document or any Designated Hedging Agreement
have been terminated, no Borrower will assign or transfer to any Person (other
than the Administrative Agent) any claim such Borrower has or may have against
any Guarantor.

                  11.16.   Lenders Not Utilizing Plan Assets. None of the
consideration used by any of the Lenders to make its credit extensions hereunder
constitutes for any purpose of ERISA or Section 4975 of the Code assets of any
"plan" as defined in Section 3(3) of ERISA or Section 4975 of the Code and the
rights and interests of each of the Lenders in and under the Loan Documents
shall not constitute such "plan assets" under ERISA.

                  11.17.   Collateral. Each of the Lenders and the Issuing Banks
represents to the Administrative Agent, each of the other Lenders and each of
the other Issuing Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

                      ARTICLE XII: THE ADMINISTRATIVE AGENT

                  12.1.    Appointment; Nature of Relationship. Bank One is
appointed by the Lenders as the Administrative Agent hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article XII. In its
capacity as the Lenders' contractual representative, the Administrative Agent is
acting as an independent contractor, the rights and duties of which are limited
to those expressly set forth in this Agreement and the other Loan Documents.
Each of the Lenders agrees to assert no claim against the Administrative Agent
on any agency theory or any other theory of liability for breach of fiduciary
duty.

                  12.2.    Powers. The Administrative Agent shall have and may
exercise such powers under the Loan Documents as are specifically delegated to
the Administrative Agent by the terms of each thereof, together with such powers
as are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action hereunder or under any of the other Loan Documents
except any action specifically provided by the Loan Documents required to be
taken by the Administrative Agent.

                  12.3.    General Immunity. Neither the Administrative Agent
nor any of its directors, officers, agents or employees shall be liable to the
Borrowers, the Lenders or any Lender for any action taken or omitted to be taken
by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except to the extent such action or inaction is found in a
final judgment by a court of competent jurisdiction to have arisen solely from
the Gross Negligence or willful misconduct of such Person.

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                  12.4.    No Responsibility for Credit Extensions,
Creditworthiness, Recitals, Etc. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into, or verify (i) any statement, warranty or
representation made in connection with any Loan Document or any credit extension
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document; (iii) the satisfaction of any
condition specified in Article V, except receipt of items required to be
delivered solely to the Administrative Agent; (iv) the existence or possible
existence of any Default or (v) the validity, effectiveness or genuineness of
any Loan Document or any other instrument or writing furnished in connection
therewith. The Administrative Agent shall not be responsible to any Lender for
any recitals, statements, representations or warranties herein or in any of the
other Loan Documents or for the execution, effectiveness, genuineness, validity,
legality, enforceability, collectibility, or sufficiency of this Agreement or
any of the other Loan Documents or the transactions contemplated thereby, or for
the financial condition of any guarantor of any or all of the Obligations, the
Company or any of its Subsidiaries.

                  12.5.    Action on Instructions of Lenders. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Obligations. The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

                  12.6.    Employment of Agents and Counsel. The Administrative
Agent may execute any of its duties as the Administrative Agent hereunder and
under any other Loan Document by or through employees, agents, and
attorney-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agent, for the default or
misconduct of any such agent or attorneys-in-fact selected by it with reasonable
care. The Administrative Agent shall be entitled to advice of counsel concerning
the contractual arrangement between the Administrative Agent and the Lenders and
all matters pertaining to the Administrative Agent's duties hereunder and under
any other Loan Document.

                  12.7.    Reliance on Documents; Counsel. The Administrative
Agent shall be entitled to rely upon any notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and, in respect to legal matters, upon the opinion of counsel selected
by the Administrative Agent, which counsel may be employees of the
Administrative Agent.

                  12.8.    The Administrative Agent's Reimbursement and
Indemnification. The Lenders agree to reimburse and indemnify the Administrative
Agent (i) for any amounts not reimbursed by any Borrower for which the
Administrative Agent is entitled to reimbursement by any Borrower under the Loan
Documents, (ii) for any other expenses incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (iii) for any liabilities, obligations,
losses, damages,

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penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have arisen
solely from the Gross Negligence or willful misconduct of the Administrative
Agent.

                  12.9.    Rights as a Lender. With respect to its Commitment,
and Letters of Credit issued by it, the Administrative Agent shall have the same
rights and powers hereunder and under any other Loan Document as any Lender or
Issuing Bank and may exercise the same as though it were not the Administrative
Agent, and the term "Lender" or "Lenders", "Issuing Bank" or "Issuing Banks"
shall, unless the context otherwise indicates, include the Administrative Agent
in its individual capacity. The Administrative Agent may accept deposits from,
lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Company or any of its Subsidiaries in which such Person
is not prohibited hereby from engaging with any other Person.

                  12.10.   Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent, either
Arranger or any other Lender and based on the financial statements prepared by
the Company and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent, either
Arranger 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 this Agreement and the other Loan Documents.

                  12.11.   Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders and
the Company. Upon any such resignation, the Required Lenders shall have the
right to appoint, on behalf of the Borrowers and the Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may appoint, on behalf of
the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding
anything herein to the contrary, so long as no Default has occurred and is
continuing, each such successor Administrative Agent shall be subject to
approval by the Company, which approval shall not be unreasonably withheld or
delayed. Such successor Administrative Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of
any appointment as the Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
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 and under the
other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this

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Article XII 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 the Administrative
Agent hereunder and under the other Loan Documents.

                  12.12.   Documentation Agents, Syndication Agent and
Arrangers. Neither the Documentation Agents, the Syndication Agent nor the
Arrangers shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than, except for the Arrangers, those applicable
to all Lenders as such. Without limiting the foregoing, none of such Lenders
shall have or be deemed to have a fiduciary relationship with any Lender. Each
Lender hereby makes the same acknowledgments with respect to such Lenders as it
makes with respect to the Administrative Agent in Section 12.10.

                     ARTICLE XIII: SETOFF; RATABLE PAYMENTS

                  13.1.    Setoff. In addition to, and without limitation of,
any rights of the Lenders under applicable law, if any Default occurs and is
continuing, any Indebtedness from any Lender to the Company or any other
Borrower (including all account balances, whether provisional or final and
whether or not collected or available) may be offset and applied toward the
payment of the Obligations owing to such Lender, whether or not the Obligations,
or any part hereof, shall then be due.

                  13.2.    Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Obligations (other than payments
received pursuant to Sections 4.1, 4.2 or 4.4) in a greater proportion than that
received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Obligations held by the other Lenders so that after
such purchase each Lender will hold its ratable proportion of Obligations. In
case any such payment is disturbed by legal process, or otherwise, appropriate
further adjustments shall be made.

                  13.3.    Application of Payments. The Administrative Agent
shall, unless otherwise specified at the direction of the Required Lenders which
direction shall be consistent with the last two sentences of this Section 13.3,
apply all payments and prepayments in respect of any Obligations in the
following order:

                  (i)      first, to pay interest on and then principal of any
         advance made under Section 11.3 for which the Administrative Agent has
         not then been paid by the applicable Borrower or reimbursed by the
         Lenders;

                  (ii)     second, to the ratable payment of the Obligations in
         respect of any fees, expenses, reimbursements or indemnities then due
         to the Administrative Agent or either Arranger;

                  (iii)    third, to pay Obligations in respect of any fees,
         expenses, reimbursements or indemnities then due to the Lenders and the
         issuer(s) of Letters of Credit;

                  (iv)     fourth, to the ratable payment or prepayment of
         principal outstanding on Reimbursement Obligations;

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                  (v)      fifth, to provide cash collateral for all other L/C
             Obligations; and

                  (vi)     sixth, to the ratable payment of all other
             Obligations.

The order of priority set forth in this Section 13.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Administrative Agent, the Lenders and the issuer(s) of Letters of Credit as
among themselves. The order of priority set forth in clauses (iii) through (vi)
of this Section 13.3 may at any time and from time to time be changed by the
Required Lenders without necessity of notice to or consent of or approval by any
Borrower, or any other Person. The order of priority set forth in clauses (i)
through (ii) of this Section 13.3 may be changed only with the prior written
consent of the Administrative Agent, and, in the case of clause (ii), with the
prior written consent of each Arranger.

                  13.4.    Relations Among Lenders.

                  (A)      No Action Without Consent. Except with respect to the
         exercise of set-off rights of any Lender in accordance with Section
         12.1, the proceeds of which are applied in accordance with this
         Agreement, and each Lender agrees that it will not take any action, nor
         institute any actions or proceedings, against the Borrowers or any
         other obligor hereunder or with respect to any Loan Document, without
         the prior written consent of the Required Lenders or, as may be
         provided in this Agreement or the other Loan Documents, at the
         direction of the Administrative Agent.

                  (B)      Not Partners; No Liability. The Lenders are not
         partners or co-venturers, and no Lender shall be liable for the acts or
         omissions of, or (except as otherwise set forth herein in case of the
         Administrative Agent) authorized to act for, any other Lender. The
         Administrative Agent shall have the exclusive right on behalf of the
         Lenders to enforce on the payment of the Obligations after the date
         such Obligations or interest have become due and payable pursuant to
         the terms of this Agreement.

         ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

                  14.1.    Successors and Assigns. The terms and provisions of
the Loan Documents shall be binding upon and inure to the benefit of the
Borrowers and the Lenders and their respective successors and assigns, except
that (A) other than in connection with a transaction involving a Subsidiary
Borrower which is permitted pursuant to the terms of this Agreement, no Borrower
shall have any right to assign its rights or obligations under the Loan
Documents without the consent of all of the Lenders, and any such assignment in
violation of this Section 14.1(A) shall be null and void, and (B) any assignment
by any Lender must be made in compliance with Section 14.3 hereof. The parties
to this Agreement acknowledge that clause (B) of this Section 14.1 relates only
to absolute assignments and does not prohibit assignments creating security
interests, including, without limitation, (x) any pledge or assignment by any
Lender of all or any portion of its rights under this Agreement and any Note to
a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any
pledge or assignment of all or any portion of its rights under this Agreement to
its trustee in support of its obligations to its trustee; provided, however,
that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have

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complied with the provisions of Section 14.3. The Administrative Agent may treat
each Lender as the owner of the credit extension made by such Lender hereunder
for all purposes hereof unless and until such Lender complies with Section 14.3
hereof in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Administrative
Agent. Any assignee or transferee of a Commitment, L/C Interest or any other
interest of a Lender under the Loan Documents agrees by acceptance thereof to be
bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of any interest of a Lender under
the Loan Documents shall be conclusive and binding on any subsequent owner,
transferee or assignee of such interest.

                  14.2.    Participations.

                  (A)      Permitted Participants; Effect. Subject to the terms
         set forth in this Section 14.2, any Lender may, in the ordinary course
         of its business and in accordance with applicable law, at any time sell
         to one or more banks or other entities ("Participants") participating
         interests in the Commitment of such Lender, any L/C Interest of such
         Lender or any other interest of such Lender under the Loan Documents on
         a pro rata or non-pro rata basis. Notice of such participation to the
         Company and the Administrative Agent shall be required prior to any
         participation becoming effective with respect to a Participant which is
         not a Lender or an Affiliate thereof. Upon receiving said notice, the
         Administrative Agent shall record the participation in the Register it
         maintains. Moreover, notwithstanding such recordation, such
         participation shall not be considered an assignment under Section 14.3
         of this Agreement and such Participant shall not be considered a
         Lender. In the event of any such sale by a Lender of participating
         interests to a Participant, such Lender's obligations under the Loan
         Documents shall remain unchanged, such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations, such Lender shall remain the owner of all credit
         extensions made by it for all purposes under the Loan Documents, all
         amounts payable by the applicable Borrower under this Agreement shall
         be determined as if such Lender had not sold such participating
         interests, and the applicable Borrower and the Administrative Agent
         shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under the Loan
         Documents except that, for purposes of Article IV hereof, the
         Participants shall be entitled to the same rights as if they were
         Lenders.

                  (B)      Voting Rights. Each Lender shall retain the sole
         right to approve, without the consent of any Participant, any
         amendment, modification or waiver of any provision of the Loan
         Documents other than any amendment, modification or waiver which, if
         the Participant were a Lender hereunder, would require the consent of
         such Participant pursuant to the terms of Section 9.2.

                  (C)      Benefit of Setoff. The Borrowers agree that each
         Participant shall be deemed to have the right of setoff provided in
         Section 13.1 hereof in respect to its participating interest in amounts
         owing under the Loan Documents to the same extent as if the amount of
         its participating interest were owing directly to it as a Lender under
         the Loan Documents, provided that each Lender shall retain the right of
         setoff provided in

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         Section 13.1 hereof with respect to the amount of participating
         interests sold to each Participant except to the extent such
         Participant exercises its right of setoff. The Lenders agree to share
         with each Participant, and each Participant, by exercising the right of
         setoff provided in Section 13.1 hereof, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 13.2 as if
         each Participant were a Lender.

                  14.3.    Assignments.

                  (A)      Permitted Assignments. Any Lender (each such
         assigning Lender under this Section 14.3 being a "Seller") may, in
         accordance with applicable law, at any time assign to one or more banks
         or other entities that are Eligible Assignees ("Purchasers") all or a
         portion of its rights and obligations under this Agreement (including,
         without limitation, its Commitment, its participation interests in
         existing Letters of Credit, and its obligation to participate in
         additional Letters of Credit) in accordance with the provisions of this
         Section 14.3. Each assignment shall be of a constant, and not a
         varying, ratable percentage of all of the Seller's rights and
         obligations under this Agreement. Such assignment shall be
         substantially in the form of Exhibit D hereto and shall not be
         permitted hereunder unless such assignment is either for all of such
         Seller's rights and obligations under the Loan Documents or, without
         the prior written consent of the Administrative Agent, involves loans
         and commitments in an aggregate amount of at least Five Million and
         00/100 Dollars ($5,000,000) (which minimum amount shall not apply to
         any assignment between Lenders, or to an Affiliate of any Lender). The
         written consent of the Administrative Agent, the Funded Issuing Banks,
         and the Company (which consent, in each such case, shall not be
         unreasonably withheld or delayed), shall be required prior to an
         assignment becoming effective with respect to a Purchaser which is not
         a Lender or an Affiliate of such assigning Lender; provided that no
         such consent of the Company shall be required to the extent a Default
         has occurred and is then continuing or if such assignment is in
         connection with the physical settlement of one or more credit
         derivative transactions.

                  (B)      Effect; Effective Date. Upon (i) delivery to the
         Administrative Agent of a notice of assignment, substantially in the
         form attached as Appendix I to Exhibit D hereto (a "Notice of
         Assignment"), together with any consent required by Section 14.3(A)
         hereof, (ii) payment of a Four Thousand and 00/100 Dollar ($4,000) fee
         by the assignor to the Administrative Agent for processing such
         assignment, which fee shall not apply to any assignment from a Lender
         to an Affiliate of such Lender, and (iii) the completion of the
         recording requirements in Section 14.3(C), such assignment shall become
         effective on the later of such date when the requirements in clauses
         (i), (ii), and (iii) are met or the effective date specified in such
         Notice of Assignment. The Notice of Assignment shall contain a
         representation by the Purchaser to the effect that none of the
         consideration used to make the purchase of the Commitment and L/C
         Obligations under the applicable assignment agreement are "plan assets"
         as defined under ERISA and that the rights and interests of the
         Purchaser in and under the Loan Documents will not be "plan assets"
         under ERISA. On and after the effective date of such assignment, such
         Purchaser, if not already a Lender, shall for all purposes be a Lender
         party to this Agreement and any other Loan Documents executed by the
         Lenders and shall have all the rights and obligations of

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         a Lender under the Loan Documents, to the same extent as if it were an
         original party hereto, and no further consent or action by any
         Borrower, the Lenders or the Administrative Agent shall be required to
         release the Seller with respect to the percentage of the Aggregate
         Commitment and Letter of Credit participations assigned to such
         Purchaser. Upon the consummation of any assignment to a Purchaser
         pursuant to this Section 14.3(B), the Seller, the Administrative Agent
         and the Borrowers shall make appropriate arrangements so that, to the
         extent notes have been issued to evidence any of the transferred credit
         extensions, replacement notes are issued to such Seller and new notes
         or, as appropriate, replacement notes, are issued to such Purchaser, in
         each case in principal amounts reflecting their Commitments, as
         adjusted pursuant to such assignment. Notwithstanding anything to the
         contrary herein, no Borrower shall, at any time, be obligated to pay
         under Section 2.14(E) to any Lender that is a Purchaser, assignee or
         transferee any sum in excess of the sum which such Borrower would have
         been obligated to pay in respect of such transferred credit extensions
         to the Lender that was the Seller, assignor or transferor had such
         assignment or transfer not been effected.

                  (C)      The Register. Notwithstanding anything to the
         contrary in this Agreement, each Borrower hereby designates the
         Administrative Agent, and the Administrative Agent, hereby accepts such
         designation, to serve as such Borrower's contractual representative
         solely for purposes of this Section 14.3(C). In this connection, the
         Administrative Agent shall maintain at its address referred to in
         Section 15.1 a copy of each assignment delivered to and accepted by it
         pursuant to this Section 14.3 and a register (the "Register") for the
         recordation of the names and addresses of the Lenders and the
         Commitment of, principal amount of and interest on the Obligations
         owing to, each Lender from time to time and whether such Lender is an
         original Lender or the assignee of another Lender pursuant to an
         assignment under this Section 14.3. The entries in the Register shall
         be conclusive and binding for all purposes, absent manifest error, and
         the Company and each of its Subsidiaries, the Administrative Agent and
         the Lenders may treat each Person whose name is recorded in the
         Register as a Lender hereunder for all purposes of this Agreement. The
         Register shall be available for inspection by any Borrower or any
         Lender at any reasonable time and from time to time upon reasonable
         prior notice.

                  (D)      [Reserved].

                  14.4.    Confidentiality. Subject to Section 14.5, the
Administrative Agent and the Lenders and their respective representatives,
consultants and advisors shall hold all nonpublic information obtained pursuant
to the requirements of this Agreement and identified as such by the Company or
any other Borrower in accordance with such Person's customary procedures for
handling confidential information of this nature and in accordance with safe and
sound commercial lending or investment practices and in any event may make
disclosure reasonably required by a prospective Transferee in connection with
the contemplated participation or assignment or as required or requested by any
Governmental Authority or any securities exchange or similar self-regulatory
organization or representative thereof or pursuant to a regulatory examination
or legal process, or to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor, and shall
(x) use its commercially reasonable efforts to give prior notice of any such
disclosure to the extent

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permitted by applicable law, and (y) require any such Transferee to agree (and
require any of its Transferees to agree) to comply with this Section 14.4. In no
event shall the Administrative Agent or any Lender be obligated or required to
return any materials furnished by the Company; provided, however, each
prospective Transferee shall be required to agree that if it does not become a
participant or assignee it shall return all materials furnished to it by or on
behalf of the Company in connection with this Agreement. Notwithstanding
anything herein to the contrary, nonpublic or confidential information shall not
include, and each Lender (and each employee, representative or other agent of
any Lender) may disclose to any and all Persons, without limitation of any kind,
the "tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are or have been provided to such Lender relating to such tax treatment or tax
structure; provided that with respect to any document or similar item that in
either case contains information concerning such tax treatment or tax structure
of the transactions contemplated hereby as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to such tax treatment or tax structure.

                  14.5.    Dissemination of Information. Each Borrower
authorizes each Lender to disclose to any Participant or Purchaser or any other
Person acquiring an interest in the Loan Documents by operation of law (each a
"Transferee") and any prospective Transferee any and all information in such
Lender's possession concerning the Borrowers and its Subsidiaries; provided that
prior to any such disclosure, such prospective Transferee shall agree to
preserve in accordance with Section 14.4 the confidentiality of any confidential
information described therein.

                               ARTICLE XV: NOTICES

                  15.1.    Giving Notice. Except as otherwise permitted by
Section 2.13, all notices and other communications provided to any party hereto
under this Agreement or any other Loan Documents shall be in writing or by telex
or by facsimile and addressed or delivered to such party at its address set
forth below its signature hereto or at such other address as may be designated
by such party in a notice to the other parties. Any notice, if mailed and
properly addressed with postage prepaid, shall be deemed given three (3)
Business Days after mailed; any notice, if transmitted by telex or facsimile,
shall be deemed given when transmitted (answerback confirmed in the case of
telexes); or any notice, if transmitted by courier, one (1) Business Day after
deposit with a reputable overnight carrier service, with all charges paid.

                  15.2.    Change of Address. The Borrowers, the Administrative
Agent and any Lender may each change the address for service of notice upon it
by a notice in writing to the other parties hereto.

                            ARTICLE XVI: COUNTERPARTS

                  This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and any of the
parties hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Company, the
Administrative Agent and the Lenders and each party has notified

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the Administrative Agent by facsimile or telephone, that it has taken such
action; it being understood and agreed that the initial extensions of credit
hereunder shall be subject to the satisfaction of the conditions precedent set
forth in Section 5.1 hereof.

                  [REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

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                  IN WITNESS WHEREOF, the Borrowers, the Lenders and the
Administrative Agent have executed this Agreement as of the date first above
written.

                           CHICAGO BRIDGE & IRON COMPANY
                           N.V., as the Company
                           By: CHICAGO BRIDGE & IRON COMPANY
                           B.V.
                           Its: Managing Director

                           By:___________________________
                           Name:
                           Title: Managing Director

                           Address:
                           c/o Chicago Bridge & Iron Company (Delaware)
                           One CB&I Plaza
                           2103 Research Forest Drive
                           The Woodlands, TX  77380
                           Attention: Richard E. Goodrich, Executive Vice
                           President & Chief Financial Officer
                           Telephone No.: (___) ___-____
                           Facsimile No.: (___) ___-____



<PAGE>

                           CB&I CONSTRUCTORS, INC., as a
                           Subsidiary Borrower

                           By:___________________________
                           Name:
                           Title:

                           Address:
                           c/o Chicago Bridge & Iron Company (Delaware)
                           One CB&I Plaza
                           2103 Research Forest Drive
                           The Woodlands, TX  77380
                           Attention: Richard E. Goodrich, Executive Vice
                           President & Chief Financial Officer
                           Telephone No.: (___) ___-____
                           Facsimile No.: (___) ___-____


<PAGE>

                           CBI SERVICES, INC., as a Subsidiary Borrower

                           By:___________________________
                           Name:
                           Title:

                           Address:
                           c/o Chicago Bridge & Iron Company (Delaware)
                           One CB&I Plaza
                           2103 Research Forest Drive
                           The Woodlands, TX  77380
                           Attention: Richard E. Goodrich, Executive Vice
                           President & Chief Financial Officer
                           Telephone No.: (___) ___-____
                           Facsimile No.: (___) ___-____



<PAGE>

                           CHICAGO BRIDGE & IRON COMPANY
                           (DELAWARE), as a Subsidiary Borrower

                           By:___________________________
                           Name:
                           Title:

                           Address:
                           c/o Chicago Bridge & Iron Company (Delaware)
                           One CB&I Plaza
                           2103 Research Forest Drive
                           The Woodlands, TX  77380
                           Attention: Richard E. Goodrich, Executive Vice
                           President & Chief Financial Officer
                           Telephone No.: (___) ___-____
                           Facsimile No.: (___) ___-____


<PAGE>

                           CB&I TYLER COMPANY, as a Subsidiary
                           Borrower

                           By:___________________________
                           Name:
                           Title:

                           Address:
                           c/o Chicago Bridge & Iron Company (Delaware)
                           One CB&I Plaza
                           2103 Research Forest Drive
                           The Woodlands, TX  77380
                           Attention: Richard E. Goodrich, Executive Vice
                           President & Chief Financial Officer
                           Telephone No.: (___) ___-____
                           Facsimile No.: (___) ___-____


<PAGE>

                           BANK ONE, NA (having its principal office in
                           Chicago, Illinois), as Administrative Agent and
                           as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           One Bank One Plaza
                           Chicago, Illinois  60670
                           Attention: William Bowne
                           Telephone: (312) 732-2243
                           Facsimile: (312)732-1117

                           Lending Installation Address:
                           One Bank One Plaza
                           Chicago, Illinois  60670



<PAGE>

                           BANK OF AMERICA, N.A., as Syndication
                           Agent and as a Lender

                           By:___________________________
                           Name: Kenneth J. Beck
                           Title: Principal

                           Notice Address:
                           Bank of America, N.A.
                           555 California Street
                           San Francisco, CA  94104-1503
                           Attention: Kenneth J. Beck
                           Telephone: (415) 953-5753
                           Facsimile: (415) 622-4585

                           Lending Installation Address:
                           Bank of America, N.A.
                           CA9-706-11-07
                           555 South Flower Street
                           Los Angeles, CA 90071


<PAGE>

                           BANK OF MONTREAL, as
                           a Documentation Agent and as a Lender

                           By:___________________________
                           Name: Shahrokh Z. Shah
                           Title: Managing Director

                           Notice Address:
                           111 W. Monroe Street
                           5th Floor West
                           Chicago, Illinois  60603
                           Attention: Shahrokh Z. Shah
                           Telephone: (312) 293-8353
                           Facsimile: (312) 293-5852

                           Lending Installation Address:
                           111 W. Monroe Street
                           5th Floor West
                           Chicago, Illinois  60603

<PAGE>

                           CREDIT SUISSE FIRST BOSTON, acting
                           through its Cayman Islands Branch, as a
                           Documentation Agent and as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________


<PAGE>

                           THE NORTHERN TRUST COMPANY, as a
                           Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________



<PAGE>

                           WELLS FARGO BANK TEXAS, N.A., as a
                           Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________

<PAGE>

                           LEHMAN COMMERCIAL PAPER INC., as a
                           Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:
                           Lehman Commercial Paper Inc.
                           745 Seventh Avenue
                           New York, NY  10019
                           Attention:
                           Telephone:
                           Facsimile:

                           Lending Installation Address:
                           745 Seventh Avenue
                           New York, NY 10019


<PAGE>

                           BNP PARIBAS, as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________

<PAGE>

                           FORTIS CAPITAL CORP., as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________


<PAGE>

                           SOUTHWEST BANK OF TEXAS, N.A., as a
                           Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________
<PAGE>

                           WASHINGTON MUTUAL BANK, as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________



<PAGE>

                           KEYBANK NATIONAL ASSOCIATION, as a
                           Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________



<PAGE>

                           JPMORGAN CHASE BANK, as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________



<PAGE>

                           REGIONS BANK, as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________


<PAGE>

                           ALLIED IRISH BANK, PLC, as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________


<PAGE>

                           STANDARD CHARTERED BANK, as a
                           Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________



<PAGE>

                           HIBERNIA NATIONAL BANK, as a Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________



<PAGE>

                           ARAB BANKING CORPORATION, as a
                           Lender

                           By:___________________________
                           Name:
                           Title:

                           Notice Address:

                           __________________________
                           __________________________
                           __________________________
                           Attention: ________________________
                           Telephone: ________________________
                           Facsimile: ________________________

                           Lending Installation Address:
                           _____________________________
                           _____________________________
                           _____________________________